UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-Q/A


(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.
List of Items Amended

Part I--Financial Information

Item 1.
Financial Statements


    Consolidated Balance Sheets
    Consolidated Statements of Income
    Consolidated Statements of Cash Flows
    Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results
of Operations

Item 4.

Controls and Procedures (1)
--------------------------------------------------------------------------------

(1)
Newly added pursuant to Sarbanes-Oxley Act and Item 307(b) of Regulation S-X

Explanatory  Note:  This filing solely  amends the original  filing on Form 10-Q
with respect to treatment of intangible  assets upon the  implementation of SFAS
No. 142 which is more fully described at footnote 6 of the financial  statements
contained  in the filing at page 11 and for which the  amounts  impact  both the
financial  statements  as well  as  portions  of  "Management's  Discussion  and
Analysis of Financial Conditions and Results of Operations." On the same date of
the filing of this Form 10-Q/A,  the  registrant is filing a Form 10-Q/A for the
quarter ended March 31, 2002, and its Form 10-Q for the quarter ended  September
30, 2002, to which reference is made for additional information and developments
after June 30, 2002.

As a result  of these  changes,  net  income  and  earnings  per  diluted  share
disclosed  in the  original  Form 10-Q for the three  months ended June 30, 2002
will decrease from $138,107 and $0.03 cents per share on a fully diluted  basis,
to $94,731 and $0.02 cents per share on a fully  diluted  basis.  Net income and
earnings  per diluted  share  disclosed  in the  original  Form 10-Q for the six
months ended June 30, 2002 will decrease from $603,388 and $0.14 cents per share
on a fully  diluted  basis,  to  $516,637  and $0.12  cents per share on a fully
diluted basis. Earnings before interest,  taxes,  depreciation and amortization,
and the  company's  cash flows will not change from what was disclosed for those
periods in the original Form 10-Q.

<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........................................      6

  Consolidated Statements of Operation for the three (3)
    months and for the six (6) months ended June 30, 2002
    and June 30, 2001........................................      7

  Consolidated Statements of Cash Flows for the six (6)
    months ended June 30, 2002 and June 30, 2001.............      8

  Notes to Consolidated Financial Statements.................   9-13

Item 2 - Management's Discussion and Analysis of Financial
  Condition and Results of Operations........................  14-18

Item 3 - Quantitative and Qualitative Disclosures About
  Market Risk................................................     19

Item 4 - Controls and Procedures.............................     19


Part II - Other Information:

Item 5 - Submissions of Matters to a Vote of
  Security Holders...........................................     19

Item 6 - Other Information...................................     20

Item 7 - Exhibits and Reports on Form 8-K....................     20

  Signatures.................................................     21

    Certifications...........................................  22-27

<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 November 19, 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 ............       9,205,561        9,099,560
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 .............................       1,856,975        1,080,845

Deferred income tax assets                           2,987,413        2,987,413
                                                  ------------     ------------
  Total current assets .......................      27,190,291       26,141,182
                                                  ------------     ------------
Property, plant and equipment, net ...........      24,999,405       24,792,724

Other assets .................................       4,121,750        4,263,500
                                                  ------------     ------------
  Total assets ...............................    $ 56,311,446     $ 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 ........................       3,696,253        3,783,842
                                                  ------------     ------------
  Total current liabilities ..................      13,121,690       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 ..........................      32,120,556       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 ............................      14,989,104       14,472,467
Accumulated other comprehensive
  income (loss) ..............................        (469,234)      (1,557,100)
                                                  ------------     ------------
                                                    26,623,621       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)
                                                  ------------     ------------
                                                    24,190,890       22,642,112
                                                  ------------     ------------
  Total liabilities and stockholders'
    equity ...................................    $ 56,311,446     $ 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..............     959,924      950,020    1,862,633    2,004,020
                             -----------  -----------  -----------  -----------
Total operating expenses....  14,009,208   14,451,132   28,102,086   30,095,545
                             -----------  -----------  -----------  -----------

Operating income............     421,776      162,997    1,170,578      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..............     117,748     (237,700)     737,154       17,403
Provision (benefit) for
  income taxes..............      23,017      (90,773)     220,517        6,631
                             -----------  -----------  -----------  -----------

Net income (loss)........... $    94,731 ($   146,927) $   516,637  $    10,772
                             ===========  ============ ===========  ===========


Basic earnings (loss)
  per share................. $     0.02   ($     0.03) $      0.12  $      0.00


Diluted earnings (loss)
  per share .................$     0.02   ($     0.03) $      0.12  $      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 .................................     $   516,637      $    10,772
    Adjustments to reconcile net
    income to net cash  provided
    by operating activities:
      Depreciation and amortization ..........       1,862,633        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 ................         (40,636)         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..........................  $  516,637      $ 10,772
Plus (Minus):  foreign currency
  translation adjustment..............   1,087,866      (967,829)
                                         ---------      --------
Total comprehensive income (loss).....  $1,604,503     ($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....... $516,637  4,446,007  $.12  $10,772  4,563,143  $.00
Effect of Dilutive
Securities:
  Options exercisable.......               2,194                     1,029
  Convertible debt..........   30,000    119,047
                             --------  ---------  ----- -------  ---------  ----
Diluted Earnings per Share.. $546,637  4,567,248  $.12  $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 ended  Six months 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 ended           Six months 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        12/31/0199
-------------------------------                      --------        ----------
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; Restatement of Financial Statements

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

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 goodwill from certain  business
acquisitions, production processes and worldwide marketing rights all related to
holography and the Company's holographic  products.  The following are the major
classes of the Company's intangibles and goodwill:

                                                        Net              Net
                                                      Carrying        Carrying
                                                       Value           Value
                                                      06/30/02        12/31/01
                                                      --------         --------
Goodwill .....................................       $1,030,000       $1,030,000
Holographic base coat processes ..............          103,500          126,500
Worldwide holographic rights .................        2,988,250        3,107,000
                                                     ----------       ----------
Total ........................................       $4,121,750       $4,263,500
                                                     ==========       ==========

<PAGE>

Management had initially  assessed the useful  economic life for its holographic
base coat process and worldwide  holographic  rights to have an indefinite life.
During the review of the third  quarter  2002,  the Company has  concluded  that
amortization should continue to be recorded for those assets under SFAS No. 142.
As a result,  in the first and second  quarters of 2002 the Company has recorded
an  amortization  amount of  $70,785,  or $43,376 net of income  taxes,  in each
quarter and will continue to record  amortization on those intangible assets. As
required by SFAS No. 142,  amortization  of the  goodwill  has ceased and annual
impairment tests will be performed.  The consolidated financial statements as of
and for the three months ended June 30, 2002,  and for the six months ended June
30,  2002 and notes  thereto  included  in this  report on Form 10-Q/A have been
adjusted to include the effects of these additional amounts as follows:

                               Three Months Ended        Six Months Ended
                                    06/30/02                 06/30/02
                            -----------------------  ------------------------
                                 As                       As
                             Previously               Previously
                              Reported     Adjusted    Reported     Adjusted
                              --------     --------    --------     --------

Net sales ................. $14,430,984  $14,430,984  $29,272,664  $29,272,664
Cost of goods sold ........   9,323,568    9,323,568   18,793,133   18,793,133
Selling, general and
  administrative expenses..   3,207,794    3,207,794    6,415,037    6,415,037
Research and development
  expenses .................    517,922      517,922    1,031,283    1,031,283
Depreciation and
  amortization
  expense ..................    889,049      959,924    1,720,883    1,862,633
Total operating expenses.... 13,938,333   14,009,208   27,960,336   28,102,086

Operating income ...........    492,651      421,776    1,312,328    1,170,578

Other (income) expense:
  Interest expense..........    326,297      326,297      656,112      656,112
  Interest income...........    (14,949)     (14,949)     (14,949)     (14,949)
  Other expense ............         --           --           --           --
  Other income .............     (7,320)      (7,320)    (207,739)    (207,739)

Income before income taxes..    188,623      117,748      878,904      737,154
Provision for income taxes..     50,516       23,017      275,516      220,517

Net income .................$   138,107  $    94,731  $   603,388  $   516,637


Basic earnings per share ...$0.03        $0.02        $0.14        $0.12

Diluted earnings per share..$0.03        $0.02        $0.14        $0.12

Retained earnings ..........$15,075,855  $14,989,104  $15,075,855  $14,989,104

<PAGE>

The following table presents June 30, 2001 three and six-month periods,  had the
provisions  of SFAS No.  142 been  applied  in those  periods,  as well as,  the
comparable periods for 2002 (year of initial application):

                                         Three      Three     Six        Six
                                        Months     Months    Months    Months
                                        Ended      Ended     Ended     Ended
                                       06/30/01   06/30/02  06/30/01  06/30/02
                                       --------   --------  --------  --------
Net income (loss) as reported........  ($146,927)  $94,731   $10,772   $516,637
Add back amortization:
Goodwill.............................     23,934         -    47,868          -
Related income tax effect............     (8,324)        -   (16,648)         -
                                        ---------  -------   --------  --------
Adjusted net income..................  ($131,317)  $94,731   $41,992   $516,637

Basic and diluted earnings (loss)
  per share, as reported.............     ($0.03)    $0.02     $0.00      $0.12
Add back amortization of good will,
   and related income tax effect.....      $0.00     $0.00     $0.01      $0.00
                                        ---------  -------   --------  --------
Adjusted basic and diluted
   earnings (loss) per share.........     ($0.03)    $0.02     $0.01      $0.12
                                        =========  =======   =======   ========

Prior to the adoption of SFAS No. 142,  other assets  consisted of the following
goodwill and intangibles and related amortization periods:

                                       Pre-SFAS No. 142      Post-SFAS No. 142
                                      Amortization Period   Amortization Period
                                      -------------------   -------------------
Goodwill.............................     180 months       None- Indefinite Life
Holographic base coat process........     120 months       120 Months
Worldwide holographic rights.........     180 months       180 Months

The Company has no material  commitments to purchase  capital assets as of March
31, 2002.

<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,
                                               ---------------  ---------------
                                                 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                     6.7     6.5      6.4     6.5
Total operating expenses                         97.1    98.9     96.0    97.3
Operating income                                  2.9     1.1      4.0     2.7
Interest expense and other                        2.1     2.7      1.5     2.6
Income (loss) before taxes                        0.8    (1.6)     2.5     0.1
Provision (benefit) for income taxes              0.1    (0.6)     0.7     0.0
Net income (loss)                                 0.7%   (1.0%)    1.8%    0.0%

<PAGE>

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.

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,
increased  1.0 percent to $960,000  from $950,000 for the quarter ended June 30,
2001. This increase was primarily due to an increase in capital  spending offset
by the  Company  no longer  amortizing  goodwill  as a result  of FASB No.  142.
Depreciation  and  amortization  expenses  for the quarter  ended June 30, 2002,
increased as a  percentage  of net sales to 6.7 percent from 6.5 percent for the
quarter ended June 30, 2001 for similar reasons.

<PAGE>

Total  operating  expenses  for the quarter  ended June 30, 2002  decreased  3.1
percent to $14.0 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 97.1 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 158.8 percent to
$422,000,  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 2.9 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.

Income  taxes for the quarter  ended June 30, 2002  increased  125.4  percent to
$23,000,  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  164.5  percent to $95,000 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.

<PAGE>

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.

Depreciation and  amortization  expenses for the six months ended June 30, 2002,
decreased 7.1 percent to $1.9 million from $2.0 million for the six months ended
June 30, 2001,  primarily due to the Company no longer amortizing  goodwill as a
result of FASB No. 142. Depreciation and amortization expense for the six months
ended June 30, 2002, decreased as a percentage of net sales, to 6.4 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 6.6
percent to $28.1  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 96.0 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 41.3 percent
to $1.2  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 4.0 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 interest received on an income tax refund in June 2002.

<PAGE>

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 $221,000,  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 $517,000,  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.

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

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.  As a result of SFAS No.
142,  management had  reassessed the previously  assigned lives for those assets
and as a result of this reassessment had determined them to be indefinite lived.
The Company has concluded that  amortization  should continue to be recorded for
certain  intangible  assets under SFAS No. 142;  whereas the  Company's  initial
determination was that under SFAS No. 142 such assets had an indefinite life and
would not subject to  amortization.  As a result,  the  Company has  recorded an
amortization amount of $70,875, or $43,376 net of income taxes, in the first and
second quarters and will continue to record  amortization on intangible  assets.
Amortization  of the  goodwill  has ceased and annual  impairment  tests will be
performed.

<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.

Item 4. CONTROLS AND PROCEDURES

Disclosure  controls and procedures are our 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  November
14, 2002, 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 quarterly 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.

                                     PART II

                                OTHER INFORMATION

Item 5. 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

<PAGE>


Item 6. 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 7. 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).

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

        99.2    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.  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 November 19, 2002.


                             CFC INTERNATIONAL, INC.


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

<PAGE>



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


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

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

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

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

        4.      The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

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

                b)  evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior
                    to the filing date of this quarterly report (the "Evaluation
                    Date"); and

                c)  presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

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

                a)  all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

                b)  any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


<PAGE>





        6.      The registrant's other certifying officers and I have indicated
                in this quarterly report whether or not there were significant
                changes in internal controls or in other factors that could
                significantly affect internal controls subsequent to the date of
                our most recent evaluation, including any corrective actions
                with regard to significant deficiencies and material weaknesses.

Date:  November 19, 2002

                                       /s/___________________Roger F. Hruby
                                          Roger F. Hruby
                                          Chairman, Chief Executive Officer



<PAGE>





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


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

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

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

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

        4.      The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

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

                b)  evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior
                    to the filing date of this quarterly report (the "Evaluation
                    Date"); and

                c)  presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

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

                a)  all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

                b)  any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


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        6.      The registrant's other certifying officers and I have indicated
                in this quarterly report whether or not there were significant
                changes in internal controls or in other factors that could
                significantly affect internal controls subsequent to the date of
                our most recent evaluation, including any corrective actions
                with regard to significant deficiencies and material weaknesses.


Date:  November 19, 2002


                                      /s/___________________Dennis W. Lakomy
                                         Dennis W. Lakomy
                                         Executive Vice President,
                                         Chief Financial Officer




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EXHIBIT 99.1

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


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

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

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



/s/_________________________________Roger F. Hruby
   Name:        Roger F. Hruby
   Title:       Chairman of the Board, and Chief Executive Officer
   Date:        November 19, 2002

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


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EXHIBIT 99.2

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


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

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

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



/s/___________________________________Dennis W. Lakomy
   Name:        Dennis W. Lakomy
   Title:       Executive Vice President, and Chief Financial Officer
   Date:        November 19, 2002

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