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, 2003

                  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 29, 2003, 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, 2003 and
      December 31, 2002......................................      5

    Consolidated Statements of Operation for the
      three (3) months and for the six (6) months
      ended June 30, 2003 and June 30, 2002..................      6

    Consolidated Statements of Cash Flows for the
      six (6) months ended June 30, 2003 and June 30, 2002...      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 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 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;


<PAGE>






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;

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

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 July 29, 2003 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, 2003 AND DECEMBER 31, 2002

                                                    June 30,       December 31,
                                                     2003             2002
                                                     ----             ----
ASSETS                                            (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ..................       $ 6,214,595     $ 5,990,077
Accounts receivable, less
  allowance for doubtful accounts
  of $587,000 (2003) and
  $618,000 (2002) ..........................        11,180,585       8,996,995

Inventories net:
  Raw materials ............................         3,370,945       3,234,290
  Work in process ..........................         2,073,081       1,690,762
  Finished goods ...........................         5,074,251       5,887,549
                                                   -----------      -----------
                                                    10,518,277      10,812,601
Prepaid expenses and other
  current assets ...........................         1,006,422         638,571
Deferred income tax assets..................           769,425         675,000
                                                   -----------      -----------
  Total current assets .....................        29,689,304      27,113,244
                                                   -----------      -----------
Property, plant and equipment, net .........        26,177,166      25,214,867

Deferred income tax assets .................         2,241,515       2,143,584

Intangible assets, net .....................         3,836,988       3,980,000

Other assets ...............................           122,532         154,861
                                                   -----------      -----------
  Total assets .............................       $62,067,505     $58,606,556
                                                   ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt...........       $ 7,723,267     $ 6,388,157
Accounts payable............................         3,262,428       3,158,400
Accrued compensation and benefits...........         1,571,598       1,862,138
Accrued expenses and other current
  liabilities...............................         4,499,584       3,526,013
                                                  ------------     ------------
  Total current liabilities.................        17,056,877      14,934,708
                                                  ------------     ------------
Deferred income tax liabilities.............         2,204,322       2,204,321
Fair value of interest rate swap............           178,081               -
Long-term debt, net of current portion......        15,144,250      15,097,682
                                                  ------------     ------------
  Total liabilities.........................        34,583,530      32,236,711
                                                  ------------     ------------

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 of 4,443,786 (2003)
  and 4,437,075 (2002)......................            44,439          44,371
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..................        12,157,666      12,130,587
Retained earnings...........................        17,107,731      16,751,153
Accumulated other comprehensive income .....           827,412          97,007
                                                   -----------     ------------
                                                   30,142,378       29,028,248
Less - 565,867 treasury shares of
  common stock, at cost.....................       (2,658,403)      (2,658,403)
                                                  ------------     ------------
                                                   27,483,975       26,369,845
                                                  ------------     ------------
  Total liabilities and
    stockholders' equity.....................     $62,067,505      $58,606,556
                                                  ===========      ===========

               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, 2003 AND 2002


                          Three Months Ended June 30, Six Months Ended June 30,
                              2003          2002          2003         2002
                              ----          ----          ----         ----
                                 (Unaudited)                   (Unaudited)

Net sales ............... $16,689,920   $14,430,984   $32,399,767   $29,272,664
                          -----------   -----------   -----------   -----------

Cost of goods sold
  (excluding depreciation
  and amortization shown
  below .................  10,966,879     9,323,568    21,146,819    18,793,133
Selling, general and
  administrative
   expenses .............   3,513,301     3,207,794     6,821,504     6,415,037
Research and development
  expenses ..............     554,787       517,922     1,083,968     1,031,283
Depreciation and
  amortization ..........   1,084,259       959,924     2,162,553     1,862,633
                          -----------   -----------   -----------   -----------
Total operating expenses.  16,119,226    14,009,208    31,214,844    28,102,086
                          -----------   -----------   -----------   -----------

Operating income ........     570,694       421,776     1,184,923     1,170,578

Other (income) expenses:
  Interest expense ......     241,758       326,297       508,749       656,112
  Interest income .......        (355)      (14,949)         (355)      (14,949)
  Other income ..........      (7,320)       (7,320)      (14,640)     (207,739)
  Interest rate swap
    valuation provision..     178,081            --       178,081            --
                          -----------   -----------   -----------   -----------
                              412,164       304,028       671,835       433,424
                          -----------   -----------   -----------   -----------
Income before income
  taxes ................      158,530       117,748       513,088       737,154
Provision for income
  taxes.................       48,370        23,017       156,510       220,517
                          -----------   -----------   -----------   -----------
Net income .............    $ 110,160      $ 94,731     $ 356,578     $ 516,637
                          ===========   ===========   ===========   ===========


Basic earnings
  per share.............    $    0.03      $   0.02     $    0.08     $    0.12

Diluted earnings
  per share.............    $    0.03      $   0.02     $    0.08     $    0.12


               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, 2003 AND 2002



                                                      Six Months Ended June 30,
                                                    ---------------------------
                                                        2003           2002
                                                        ----           ----
                                                    (Unaudited)     (Unaudited)
Cash flow from operating activities:
  Net income ...................................    $   356,578     $   516,637
    Adjustments to reconcile net
      income to net cash  provided
      by operating activities:
        Depreciation and amortization ..........      2,425,548       1,862,633
        Deferred income taxes ..................        329,006            --
        Interest rate swap .....................        178,081            --
        Gain on sale of land and building ......           --          (191,158)
        Changes in assets and liabilities:
          Accounts receivable ..................     (1,796,133)        481,788
          Inventories ..........................        653,856         553,229
          Prepaid and other current assets .....       (594,583)           --
          Other current assets .................         32,329        (697,215)
          Accounts payable .....................         17,362        (596,674)
          Accrued compensation and benefits ....       (438,030)        350,386
          Accrued expenses and other
            current liabilities ................        582,998         (40,636)
                                                    -----------     -----------
Net cash provided by operating activities ......    $ 1,747,012     $ 2,238,990
                                                    -----------     -----------

Cash flows from investing activities:
  Additions to property, plant and equipment ...     (1,705,510)     (1,006,041)
  Proceeds from sale of land and building ......           --           455,334
                                                    -----------     -----------
Net cash used in investing activities ..........     (1,705,510)       (550,707)
                                                    -----------     -----------
Cash flows from financing activities:
  Proceeds from term loans .....................        122,545            --
  Repayment of revolver ........................        (66,305)     (1,518,257)
  Proceeds from revolver .......................        879,962       1,031,923
  Repayments of term loans .....................       (737,322)       (730,235)
  Repurchase of shares .........................           --          (141,150)
  Proceeds from issuance of stock ..............         27,146          34,477
                                                    -----------     -----------
Net cash provided by (used in)
  financing activities .........................        226,026      (1,323,242)
                                                    -----------     -----------

Effect of exchange rate changes on
  cash and cash equivalents ....................        (43,010)        319,705
                                                    -----------     -----------
Increase in cash and cash equivalents ..........        224,518         684,746

Cash and cash equivalents:
Beginning of period ............................      5,990,077       2,492,595
                                                    -----------     -----------
End of period ..................................    $ 6,214,595     $ 3,177,341
                                                    ===========     ===========



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


<PAGE>



                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
                                   (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, 2003  (unaudited)  and December 31, 2002  (audited),  the  consolidated
results of operations for the three (3) months and six (6) months ended June 30,
2003 and 2002  (unaudited)  respectively,  and  consolidated  statements of cash
flows for the six (6) months ended June 30, 2003 and 2002 (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, 2003                 June 30, 2002
                    ---------------------------    -----------------------------
                                           Per                             Per
                    Income     Shares     Share     Income     Shares     Share
                    ------     ------     -----     ------     ------     -----
Basic Earnings
Per Share:
Income available
 to Common
 Stockholders....  $110,160   4,390,497    $.03    $ 94,731   4,448,374   $.02
Effect of Dilutive
Securities:
Options
 exercisable.....                13,837                           3,075
Convertible debt.    12,000      95,237              15,000     119,047
                   --------   ---------    ----    --------   ---------   ----
Diluted Earnings
 per Share........ $122,160   4,499,571    $.03    $109,731   4,570,496   $.02
                   ========   =========    ====    ========   =========   ====

                                        Six Months Ended
                    ---------------------------    -----------------------------
                            June 30, 2003                 June 30, 2002
                    ---------------------------    -----------------------------
                                          Per                             Per
                    Income     Shares     Share     Income     Shares     Share
                    ------     ------     -----     ------     ------     -----
Basic Earnings
Per Share:
Income available
 to Common
 Stockholders....  $356,578   4,388,834    $.08    $516,637   4,446,007   $.12
Effect of Dilutive
Securities:
Options
 exercisable                     10,005                           2,194
Convertible debt.    24,000      95,237              30,000     119,047
                   --------   ---------    ----    --------   ---------   ----
Diluted Earnings
 per Share.......  $380,578   4,494,076    $.08    $546,637   4,567,248   $.12
                   ========   =========    ====    ========   =========   ====



<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,  2003 and 2002,  and the six months  ended June 30, 2003 and 2002
are as follows:

                                 Three Months Ended        Six Months Ended
                                      June 30,                 June 30,
                              ------------------------- ------------------------
                               2003    %   2002     %    2003   %     2002    %
                               ----    -   ----     -    ----   -     ----    -

Holographic Products ........ $ 4.9  29.2  $ 2.5  17.2  $ 8.1  24.8  $ 4.9  16.6
Printed Products ............   4.5  26.7    4.8  33.2    9.3  28.7    9.7  33.2
Pharmaceutical Products .....   2.9  17.5    2.8  19.4    5.9  18.3    5.6  19.1
Security Products ...........   1.4   8.7    1.7  12.1    3.2   9.9    3.7  12.8
Specialty Pigmented and Other
  Simulated Metal Products ..   3.0  17.9    2.6  18.1    5.9  18.3    5.3  18.3
                              -----  ----  -----  ----  -----  ----  -----  ----
Total ....................... $16.7 100.0  $14.4 100.0  $32.4 100.0  $29.2 100.0
                              ===== =====  ===== =====  ===== =====  ===== =====

The  following is sales by  geographic  area for the three months and six months
ended June 30, 2003 and 2002 and  long-lived  asset  information  as of June 30,
2003 and December 31, 2002:

                               Three months ended           Six months ended
                                     June 30,                    June 30,
                               ---------------------       ---------------------
Net Sales (In Thousands)         2003          2002          2003          2002
                                 ----          ----          ----          ----
United States ..........       $ 7,416       $ 8,107       $14,697       $16,200
Europe .................         5,923         4,451        12,171         9,263
Other Foreign ..........         3,351         1,873         5,532         3,810
                               -------       -------       -------       -------
Total ..................       $16,690       $14,431       $32,400       $29,273
                               =======       =======       =======       =======

                                                     June 30,      December 31,
Long Lived Assets (In Thousands)                       2003            2002
                                                       ----            ----
United States ..........................             $17,675         $18,543
Europe .................................              12,462          10,807
                                                     -------         -------
Total ..................................             $30,137         $29,350
                                                     =======         =======

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



<PAGE>






Note 4.  Quarterly Restatements

In conjunction with the adoption of SFAS No. 142 during fiscal 2002,  management
initially  assessed  the  useful  economic  life for its  holographic  base coat
process and worldwide  holographic  rights to have an indefinite life.  However,
during the third quarter of 2002, the Company concluded that amortization should
continue to be recorded for those assets under SFAS No. 142. As a result, in the
third quarter of 2002 the Company recorded  amortization of $70,785,  or $43,376
net of income taxes, and has continued to record amortization over the remaining
useful life. The Company filed amended Form 10-Q/A's for the quarter ended March
31, 2002 and June 30, 2002 to reflect the amortization ($70,785 in each quarter)
of these intangibles. Other than the change in the amortization life of goodwill
from 15 years to indefinite,  no other useful lives of intangibles  were changed
in connection  with the adoption of SFAS No. 142. All intangible  assets,  other
than goodwill are amortized  using a straight line method and assume no residual
values. Goodwill and intangibles are reviewed for impairment on an annual basis.

Note 5.  Comprehensive Income

The Company's total comprehensive income was as follows:

                                  Three Months Ended        Six Months Ended
                                         June 30,                June 30,
                                 ---------------------   -----------------------
                                   2003         2002        2003         2002
                                   ----         ----        ----         ----
Net earnings.................... $110,160   $   94,731   $  356,578   $  516,637
Plus:  foreign currency
  translation adjustment........  523,202    1,406,091      730,405    1,087,866
                                 --------   ----------   ----------   ----------
Total comprehensive income...... $633,362   $1,500,822   $1,086,983   $1,604,503
                                 ========   ==========   ==========   ==========

Note 6.  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, 2003.

Note 7.  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 8.  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 six months
ended June 30, 2003 and June 30, 2002:

                               Three Months Ended       Six Months Ended
                              --------------------   ----------------------
                               June 30,   June 30,   June 30,    June 30,
                                2003        2002       2003        2002
                                ----        ----       ----        ----

Net income as reported....... $110,160    $94,731    $356,578    $516,637
Pro forma adjustment -
 additional compensation
 expense had SFAS No. 123
 been adopted, net of tax....  (12,860)   (17,232)    (27,805)    (36,488)
                              ---------   --------   ---------   ---------
Pro forma net income......... $ 97,300    $77,499    $328,773    $480,149
                              =========   ========   =========   =========

Basic and diluted earnings
  per share as reported......    $0.03      $0.02       $0.08       $0.12
Pro forma effect of
  compensation expense.......     0.00       0.00        0.00       (0.01)
                              ---------   --------   ---------   ---------
Pro forma basic and
  diluted earnings per share.    $0.03      $0.02       $0.08       $0.11
                              =========   ========   =========   =========

Note 9.  Plant Backfire

In February 2002, the Company's Germany operations were negatively impacted by a
backfire that limited the  availability  of a six-station  coating  press.  As a
result,  the press  operated at  suboptimal  levels until late summer 2002.  The
Company  filed a claim  with its  insurance  carrier  seeking  reimbursement  of
damages including business  interruption from margins lost due to the constraint
capacity.  During  2002,  the Company  received  $451,000 for  reimbursement  of
damages and $2.6 million for business  interruption  from the insurance  carrier
and has settled  its claim.  The  $347,000  and  $740,000  of proceeds  has been
reflected as a reduction of costs of goods sold in the first  quarter and second
quarter 2002 statement of operations, respectively.



<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      Six Months
                                                   Ended            Ended
                                                  June 30,         June 30,
                                               --------------  ---------------
                                                2003    2002     2003    2002
                                                ----    ----     ----    ----
                                                (Unaudited)      (Unaudited)

Net sales ..................................   100.0%  100.0%   100.0%  100.0%
                                               ------  ------   ------  ------
Cost of goods sold
 (excluding depreciation and
 amortization shown below) .................    65.7    64.6     65.3    64.2
Selling, general and administrative ........    21.1    22.2     21.0    21.9
Research and development ...................     3.3     3.6      3.3     3.5
Depreciation and amortization ..............     6.5     6.7      6.7     6.4
                                               ------  ------   ------  ------
Total operating expenses ...................    96.6    97.1     96.3    96.0
                                               ------  ------   ------  ------
Operating income ...........................     3.4     2.9      3.7     4.0
Interest expense ...........................     1.4     2.3      1.6     2.2
Interest income ............................      --    (0.1)      --    (0.1)
Other income ...............................      --    (0.1)      --    (0.7)
Interest rate swap
  valuation provision ......................     1.1      --       .5      --
                                               ------  ------   ------  ------
Income before taxes ........................     0.9     0.8      1.6     2.5
Provision for income taxes .................     0.3     0.1      0.5     0.7
                                               ------  ------   ------  ------
Net income .................................     0.6%    0.7%     1.1%    1.8%
                                               ======  ======   ======  ======





<PAGE>






Quarter Ended June 30, 2003 Compared to Quarter Ended June 30, 2002
-------------------------------------------------------------------

Net sales for the quarter ended June 30, 2003,  increased  15.7 percent to $16.7
million,  up from $14.4  million for the quarter  ended June 30, 2002.  The Euro
appreciated in value 23.0 percent compared to the U.S.  dollar,  and as a result
sales increased  approximately  $1.1 million,  in the second quarter of 2003. In
addition,  strong European  holographic security sales accounted for an increase
of  $500,000.  These  increases  were offset by weak  domestic  sales in printed
products and weaker security sales, each described below.  Holographic  products
sales  increased  96.2  percent to $4.9  million for the quarter  ended June 30,
2003,  compared  to $2.5  million  for the  quarter  ended June 30,  2002.  This
increase  was  primarily  due to an increase  in security  label sales to a chip
manufacturer  and increased  sales of holographic  packaging.  Printed  products
sales for these periods  decreased  7.1 percent to $4.5 million,  down from $4.8
million,   primarily  due  a  continued   softness  in  the  furniture   market.
Pharmaceutical  product  sales for these  periods  increased 4.7 percent to $2.9
million,  from $2.8 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  17.0 percent to $1.4
million,   from  $1.7   million.   This  decrease  was  primarily  a  result  of
substantially lower sales of intaglio-printed  documents to a foreign government
in 2003,  as  compared to 2002.  Sales of  simulated  metal and other  pigmented
products  increased  14.3 percent to $3.0 million for the quarter ended June 30,
2003, up from $2.6 million for the quarter ended June 30, 2002  primarily due to
reduced  sales in the  prior  year  quarter  as a result  of the  disruption  in
servicing  European  customers  in  February  2002 caused by a 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.

Cost of goods sold for the quarter ended June 30, 2003,  increased  17.6 percent
to $11.0 million, up from $9.3 million for the quarter ended June 30, 2002. This
increase was  primarily  due to the impact of higher  sales as discussed  above.
Cost of goods sold for the quarter ended June 30, 2003 increased as a percentage
of net sales to 65.7  percent,  from 64.6 percent for the quarter ended June 30,
2002.  The second  quarter  of 2002  reflects  insurance  proceeds  of  $740,000
received in the second quarter,  which  approximated  lost margin on sales.  The
second quarter of 2003 also includes higher material costs.

Selling,  general,  and  administrative  expenses for the quarter ended June 30,
2003,  increased  9.5  percent to $3.5  million,  up from $3.2  million  for the
quarter  ended  June  30,  2002.  This  increase  was  primarily  income  from a
settlement of past sales tax liabilities with the Illinois Department of Revenue
resulting from the recordation of in that quarter due to a reduction in selling,
general  and  administrative  expenses in the second  quarter of 2002.  Selling,
general,  and  administrative  expenses  for the  quarter  ended  June 30,  2003
decreased as a percentage of net sales to 21.1  percent,  down from 22.2 percent
for the quarter ended June 30, 2002 due to higher sales.

Research and development expenses for the quarter ended June 30, 2003, increased
7.1 percent to $555,000  from  $518,000  for the  quarter  ended June 30,  2002.
Research and development expenses for the quarter ended June 30, 2003, decreased
as a  percentage  of net sales to 3.3  percent  from 3.6 percent for the quarter
ended June 30, 2002. This decrease in expense was primarily due to the impact of
higher sales.



<PAGE>






Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2003,
increased  13.0 percent to  $1,084,000  from $960,000 for the quarter ended June
30, 2002.  This increase was  primarily due to an increase in capital  spending.
Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2003,
decreased as a  percentage  of net sales to 6.5 percent from 6.7 percent for the
quarter  ended June 30,  2002  primarily  due to higher  sales  offset by higher
depreciation expense.

Total  operating  expenses for the quarter  ended June 30, 2003  increased  15.1
percent to $16.1 million from $14.0 million for the quarter ended June 30, 2002.
The  increase in total  operating  expenses  is due to the  reasons  noted above
previously in this quarter.  Total operating expenses for the quarter ended June
30,  2003  decreased  as a  percentage  of net sales to 96.6  percent  from 97.1
percent for the quarter ended June 30, 2002. This decrease is due to the reasons
noted above.

Operating income for the quarter ended June 30, 2003,  increased 35.3 percent to
$571,000,  up from $422,000 for the quarter ended June 30, 2002. The increase in
operating  income is primarily a result of the reasons  noted  above.  Operating
income for the quarter  ended June 30, 2003,  increased  as a percentage  of net
sales to 3.4 percent,  up from 2.9 percent for the quarter  ended June 30, 2002.
This increase is a result of the reasons noted above.

Interest expense for the quarter ended June 30, 2003,  decreased 25.9 percent to
$242,000,  from  $326,000  for the quarter  ended June 30, 2002.  This  decrease
primarily was due to lower  interest  rates in 2003 from the same period in 2002
as a result of the Company refinancing some of its debt.

Interest  income for the quarter  ended June 30,  2003,  decreased  to $400 from
$15,000 for the quarter ended June 30, 2002. This decrease was primarily related
to interest received on an income tax refund in June 2002.

Interest  rate swap  valuation  provision  for the quarter  ended June 30, 2003,
increased  to  $178,000  from zero in the  quarter  ended  June 30,  2002.  This
increase  represents the negative 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, 2003  increased as a percentage  of sales to 1.1 percent
from zero for the quarter ended June 30, 2002.  This increase is a result of the
reasons noted above.

Income taxes for the quarter  ended June 30, 2003,  increased  110.1  percent to
$48,000,  up from $23,000 for the quarter  ended June 30, 2002.  The increase in
income taxes were primarily  caused by the increase in taxable income due to the
reasons described above.

Net income  increased  16.3  percent to $110,000  in the quarter  ended June 30,
2003,  from $95,000 for the quarter  ended June 30, 2002.  This  increase in net
income is primarily due to the increase in taxable income noted previously.


<PAGE>






Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002
-------------------------------------------------------------------------

Net sales for the six months  ended June 30,  2003,  increased  10.7  percent to
$32.4 million, up from $29.3 million for the six months ended June 30, 2002. The
Euro  appreciated in value 23.0 percent  compared to the U.S.  dollar,  and as a
result sales increased  approximately $2.1 million in the first half of 2003. In
addition,  strong European  holographic security sales accounted for an increase
of  $500,000.  These  increases  were offset by weak  domestic  sales in printed
products and weaker security sales,  each described below.  Holographic  product
sales  increased  65.5 percent to $8.0 million for the six months ended June 30,
2003,  compared to $4.9  million for the six months  ended June 30,  2002.  This
increase was due increased sales of security labels and packaging sales. Printed
product sales for these periods decreased 4.4 percent to $9.3 million, down from
$9.7   million,   primarily   due  to  softness  in  the   furniture   industry.
Pharmaceutical  product  sales for these  periods  increased 5.8 percent to $5.9
million,  up from $5.6  million.  These  increases  are  primarily the result of
increased sales in Europe due to the war in Iraq.  Security  products  (magnetic
stripe,   signature   panels  and  tipping   products  for  credit  cards,   and
intaglio-printed  products) sales  decreased 14.2 percent to $3.2 million,  down
from $3.7 million in the first half of 2002.  This decrease was primarily due to
intaglio-printed  documents to a foreign  government that are not as strong this
year when compared to last year.  Sales of simulated  metal and other  pigmented
products  increased  10.7  percent to $5.9 million for the six months ended June
30, 2003,  from $5.3 million in the first six months of 2002.  This  increase is
primarily due to reduced sales in the prior year period  resulting from the 2002
disruption in servicing European customers due to the February 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,  2003,  increased  12.5
percent to $21.1  million  from $18.8  million for the six months ended June 30,
2002.  This increase was primarily due to higher sales and the resultant  higher
costs of sales. In addition,  in the second quarter of 2002 the Company received
$1,087,000 in income from business interruption  insurance proceeds reflected as
a reduction  in cost of goods sold.  Cost of goods sold for the six months ended
June 30, 2003,  increased as a percent of net sales to 65.3  percent,  from 64.2
percent for the six months ended June 30, 2002.  This increase in percentage was
primarily due to income from insurance proceeds of $1,087,000  received in 2002,
which approximated lost margin on sales.

Selling,  general, and administrative expenses for the six months ended June 30,
2003, increased 6.3 percent to $6.8 million from $6.4 million for the six months
ended June 30, 2002.  This increase was primarily due to a reduction in expenses
for the prior year period as a result of income from a settlement  of past sales
tax  liabilities  with the  Illinois  Department  of Revenue in June 2002 in the
amount of $300,000.  Selling,  general, and administrative  expenses for the six
months ended June 30, 2003, decreased as a percent of net sales to 21.0 percent,
from 21.9  percent  for the six months  ended June 30,  2002.  This  decrease in
percentage was primarily due to higher sales.

Research  and  development  expenses  for the six months  ended  June 30,  2003,
increased 5.1 percent to $1.1 million from $1.0 million for the six months ended
June 30,  2002  primarily  due to the impact of an  increase  of resource in the
holographic lab. Research and development  expense for the six months ended June
30,  2003,  decreased  as a  percentage  of net sales,  to 3.3 percent  from 3.5
percent for the six months ended June 30, 2002. This decrease as a percentage of
net sales was due to higher sales.


<PAGE>






Depreciation and  amortization  expenses for the six months ended June 30, 2003,
increased  16.1  percent to $2.2  million  from $1.9  million for the six months
ended June 30, 2002,  primarily  due to  depreciation  on newly  acquired  fixed
assets.  Depreciation and amortization expense for the six months ended June 30,
2003,  increased as a percentage  of net sales,  to 6.7 percent from 6.4 percent
for the six months ended June 30, 2002 due to the reasons noted above.

Total  operating  expenses for the six months ended June 30, 2003 increased 11.1
percent to $31.2  million  from $28.1  million for the six months ended June 30,
2002.  The  increase in total  operating  expenses  is due to the reasons  noted
above. Total operating expenses for the six months ended June 30, 2003 increased
as a  percentage  of net sales to 96.3  percent  from 96.0  percent  for the six
months ended June 30, 2002. This increase is due to the reasons noted above.

Operating  income for the six months ended June 30, 2003,  increased 1.2 percent
to  $1,185,000,  up from  $1,170,000 for the six months ended June 30, 2002. The
increase  in  operating  income is  primarily  due to the reasons  noted  above.
Operating  income  for the  six  months  ended  June  30,  2003  decreased  as a
percentage of net sales to 3.7 percent from 4.0 percent for the six months ended
June 30, 2002. This decrease is primarily due to the reasons noted above.

Interest expense for the six months ended June 30, 2003,  decreased 22.5 percent
to $509,000,  down from  $656,000  for the six months ended June 30, 2002.  This
decrease was  primarily due to lower  interest  rates in 2003 as a result of the
Company refinancing some of its debt.

Interest  income for the six months ended June 30, 2003,  decreased to $400 from
$15,000 for the six months ended June 30,  2002.  This  decrease  was  primarily
related to interest received on an income tax refund in June 2002.

Other  income for the six months  ended June 30, 2003  decreased to $15,000 from
$208,000 for the six months ended June 30, 2002.  This decrease is primarily the
result of the gain on sale of an older manufacturing site in Goppingen,  Germany
in January 2002.

Interest rate swap  valuation  provision for the six months ended June 30, 2003,
increased to $178,000  from zero for the six months  ended June 30,  2002.  This
increase  represents the negative 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, 2003  increased as a percentage of sales to 0.5 percent from zero
for the six months  ended June 30,  2002.  This  increase  is due to the reasons
noted above.

Income taxes for the six months ended June 30, 2003,  decreased to $156,000,  up
from  $221,000 for the six months  ended June 30,  2002.  The decrease in income
taxes were primarily caused by the decrease in taxable income due to the reasons
noted above.

Net income for the six months ended June 30, 2003,  decreased to $357,000,  down
from  $517,000  for the six months  ended June 30,  2002.  This  decrease in net
income is primarily due to the reasons noted above.


<PAGE>






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

The Company's working capital increased by $0.5 million during the first half of
2003. The primary reasons are increases of $2.2 million in customer receivables,
$0.2  million  in cash and $0.5  million in prepaid  and other  current  assets,
offset by an  increase  in current  portion of  long-term  debt of $1.3  million
(primarily resulting from long-term revolving debt falling into current debt due
to the April 1, 2003 renewal of the revolving credit  agreement  maintained with
the  Company's  primary  bank),  $0.8  million  in  accounts  payable,   accrued
compensation and benefits, accrued expenses and other accrued liabilities, and a
decrease of $0.3 million in inventories.

At June 30, 2003,  the Company had  available  $8.9 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, 2003.

The  Company's  cash provided by operations  decreased  $0.5 million  during the
first six months of 2003.  The primary  reasons were an increase of $1.6 million
in operating net assets plus a decrease in net income of $0.2 million  offset by
an increase of $0.3  million in  deferred  tax assets,  plus an increase of $0.6
million in depreciation and amortization,  plus $0.2 million for the gain on the
sale of land and building in 2002,  plus $0.2 million for the initial  recording
of value of derivative reserve.

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, 2003,  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, 2003 and  December 31, 2002 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, 2003 and December 31,  2002,  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

Disclosure  controls  and  procedures  are  the  Company's  controls  and  other
procedures that are designed to ensure that information required to be disclosed
by us in the reports  that we file or submit under the Exchange Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed by us in the reports that we
file under the Exchange Act is accumulated  and  communicated to our management,
including our principal  executive officer and principal  financial officer,  as
appropriate to allow timely decisions regarding required disclosure.

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.  Based on their evaluation,  which was completed within 90
days  prior to this  report,  our  principal  executive  officer  and  principal
financial  officer  have  concluded  that  these  controls  and  procedures  are
effective and  appropriate to ensure the  correctness  and  completeness of this
annual report.  There were no significant changes in our internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date our evaluation was completed.

<PAGE>





                           Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

        a.      Exhibits

                31.1    Certification of CEO Pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.

                31.2    Certification of CFO Pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.

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

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

        b.      Reports on Form 8-K
                Other than previously reported, no reports on Form 8-K were
                filed in the three month period ended June 30, 2003.


<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 29, 2003.


                                    CFC INTERNATIONAL, INC.



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