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 March 31, 1999

                         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 May 12, 1999, the Registrant had issued and outstanding  4,049,572  shares
of Common Stock, par value $.01 per share, and 518,169 shares of Class B Common 
Stock, par value $.01 per share.





                             CFC INTERNATIONAL, INC.

                               INDEX TO FORM 10-Q

                                                                 Page

Part I - Financial Information:

     Item 1 - Financial Statements

          Consolidated Balance Sheets - March 31, 1999 and
          December 31, 1998...................................      3

          Consolidated Statements of Income for the 
          three (3) months ended March 31, 1999 
          and March 31, 1998..................................      4

          Consolidated Statements of Cash Flows for the 
          three (3) months ended March 31, 1999 
          and March 31, 1998..................................      5

          Notes to Consolidated Financial Statements..........    6-7

     Item 2 - Management's Discussion and Analysis 
          of Financial Condition and Results of Operations....   8-11

Part II - Other Information:

     Item 6.  Exhibits........................................     12

     Signatures...............................................     13







                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.

                         CONSOLIDATED BALANCE SHEETS AT

                      MARCH 31, 1999 AND DECEMBER 31, 1998


                                             March 31,          December 31,
                                               1999                 1998
                                               ----                 ----
                                           (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ...............   $  2,461,534    $  5,434,595
Accounts receivable, less allowance for
   doubtful accounts of $1,180,646 and
   $625,000 respectively ................     11,258,393       7,767,135
Employee receivable .....................         36,589          35,653
Inventories:
   Raw materials ........................      1,430,491       1,281,868
   Work in process ......................      1,566,017       1,233,287
   Finished goods .......................      8,634,565       4,919,531
                                            ------------    ------------
                                              11,631,073       7,434,686
Prepaid expenses and other
   current assets .......................      1,146,640         687,506
Deferred income taxes ...................        868,976         868,976
                                            ------------    ------------
      Total current assets ..............     27,403,205      22,228,551
                                            ------------    ------------
PROPERTY, PLANT AND
   EQUIPMENT, NET .......................     26,481,561      15,323,705
Other assets ............................      1,953,868       1,727,440
                                            ------------    ------------

      Total assets ......................   $ 55,838,634    $ 39,279,696
                                            ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt .......   $  3,982,020    $  1,347,693
Accounts payable ........................      5,038,886       2,187,784
Accrued environmental liability .........        244,937         244,937
Accrued bonus ...........................        102,079         550,944
Accrued vacation ........................        542,602         559,357
Other accrued expenses and
   current liabilities ..................      5,110,640       2,031,484
                                            ------------    ------------
      Total current liabilities .........     15,021,164       6,922,199
                                            ------------    ------------
DEFERRED INCOME TAXES ...................      1,443,607       2,110,274
LONG-TERM DEBT ..........................     16,712,387       9,276,587
                                            ------------    ------------
      Total liabilities .................     33,177,158      18,309,060
                                            ------------    ------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
   10,000,000 shares authorized 4,378,771
   and 4,226,469 shares issued at
   March 31, 1999 and December 31, 1998 .         43,304          42,281
Class B common stock, $.01
   par value, 750,000 shares
   authorized, 518,169 shares
   issued and outstanding at
   March 31, 1999 and December 31, 1998 .          5,182           5,182
Additional paid-in capital ..............     11,464,091      10,551,354
Retained earnings .......................     12,761,925      11,979,842
Cumulative translation adjustment .......       (221,855)       (216,852)
                                            ------------    ------------
                                              24,052,647      22,361,807
Less 331,346 and 331,346
   treasury shares of common stock,
   at cost at March 31, 1999
   and December 31, 1998 ................     (1,391,171)     (1,391,171)
                                            ------------    ------------
                                              22,661,476      20,970,636
Total liabilities and
   stockholders' equity .................   $ 55,838,634    $ 39,279,696
                                            ============    ============


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




                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998




                                      Three Months Ended March 31,

                                           1999           1998
                                           ----           ----
                                              (Unaudited)

Net sales .........................   $ 13,004,066   $ 12,661,137
Cost of goods sold ................      8,263,307      7,796,135
                                      ------------   ------------
Gross profit ......................      4,740,760      4,865,002
Marketing and selling expenses ....      1,405,605      1,358,197
General and administrative expenses      1,356,779      1,114,042
Research and development expenses .        397,146        366,247
                                      ------------   ------------
                                         3,159,530      2,838,486
                                      ------------   ------------

Operating income ..................      1,581,230      2,026,516
Other expenses:
     Interest .....................        150,384        165,165
     Miscellaneous ................         73,094         19,463
                                      ------------   ------------
                                           223,478        184,628
                                      ------------   ------------
Income before income taxes
  and minority interest ...........      1,357,752      1,841,888
Provision for income taxes ........        575,669        664,392
                                      ------------   ------------
                                           782,083      1,177,496

Minority interest in income
  of CFC Applied Holographics .....           --         (139,904)
                                      ------------   ------------
Net Income ........................   $    782,083   $  1,037,592
                                      ============   ============


Basic earnings per share ..........   $       0.17   $       0.23

Diluted earnings per share ........   $       0.17   $       0.23



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




                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998


                                            Three Months Ended March 31,
                                                1999          1998
                                                ----          ----
                                                    (Unaudited)
Cash flow from operating activities:
   Net income ..........................   $   782,083    $ 1,037,592
   Adjustments to reconcile net
     income to net cash  provided
     by operating activities:
      Depreciation and amortization ....       608,322        574,893
      Minority interest in
        CFC Applied Holographics .......          --          139,924
      Changes in assets and liabilities:
        Accounts receivable ............      (213,647)      (121,285)
        Inventories ....................       572,191        480,852
        Employee receivable ............          (936)          --
        Prepaid expenses and other
          current assets ...............      (581,451)      (137,317)
        Accounts payable ...............       966,890        320,773
        Accrued vacation ...............       (16,755)          (534)
        Accrued bonus ..................      (448,865)       298,981
        Accrued expenses and other
          current liabilities ..........      (194,372)        18,372
                                           -----------    -----------
Net cash provided by
  operating activities .................     1,474,460      2,612,251
                                           -----------    -----------

Cash flows from investing activities:
  Additions to property, plant
    and equipment ......................    (1,055,621)      (508,744)
    Cash paid for acquired business ....    (3,265,301)          --
                                           -----------    -----------
Net cash used in investing activities ..    (4,320,922)      (508,744)
                                           -----------    -----------

Cash flows from financing activities:
  Proceeds from term loans .............        10,981           --
  Repayment of term loans ..............      (162,118)       (27,876)
  Repayment of capital lease ...........        (6,619)       (18,165)
  Net proceeds and disbursements
    of loans to employees ..............          --           (5,288)
  Proceeds from issuance of stock ......        36,160         27,345
  Purchase of treasury stock ...........          --         (645,495)
                                           -----------    -----------

Net cash (used in)/provided
  by financing activities ..............      (121,596)      (669,479)
                                           -----------    -----------

Effect of exchange rate changes
  on cash and cash equivalents .........        (5,003)        (6,428)
                                           -----------    -----------
Increase (decrease) in cash
  and cash eqivalents ..................    (2,973,061)     1,427,600

Cash and cash equivalents:
   Beginning of period .................     5,434,595      1,841,070
                                           -----------    -----------
   End of Period .......................   $ 2,461,534    $ 3,268,670
                                           ===========    ===========


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




                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 1999 AND 1998

                                   (Unaudited)


Note 1.  Basis of Presentation

In the opinion of management,  the accompanying  unaudited interim  consolidated
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring adjustments) necessary to present fairly the financial position of CFC
International,  Inc.  (the  Company) as of March 31, 1999 and December 31, 1998,
the  results of  operations  for the three (3) months  ended  March 31, 1999 and
1998, and statements of cash flows for the three (3) months ended March 31, 1999
and 1998.

The unaudited interim  consolidated  financial  statements  included herein have
been prepared  pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly,  certain information and footnote disclosures normally accompanying
the annual  consolidated  financial  statements  have been omitted.  The interim
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements and notes thereto  included in the Company's
latest annual report on Form 10-K.

Results for an interim period are not necessarily  indicative of results for the
entire  year and  such  results  are  subject  to  year-end  adjustments  and an
independent audit.

Certain  prior year  amounts have been  reclassified  to conform to current year
presentation.


Note 2.  Adoption of New Accounting Standard

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income." This statement requires that
all items recognized  under accounting  standards as components of comprehensive
income be reported in an annual  financial  statement that is displayed with the
same  prominence  as other annual  financial  statements.  This  Statement  also
requires that an entity  classify items of other  comprehensive  income by their
nature in an annual financial statement. For example, other comprehensive income
may include foreign currency translation adjustments,  minimum pension liability
adjustments, and unrealized gains and losses on marketable securities classified
as  available-for-sale.  Annual  financial  statements for prior periods will be
reclassified,  as required.  The  Company's  total  comprehensive  income was as
follows:
                                                Three Months Ended March 31,
                                                     1999         1998
                                                     ----         ----

Net earnings .................................   $  782,083   $1,037,592
Less:  foreign currency translation adjustment        5,003       94,138
                                                 ----------   ----------
Total comprehensive income ...................   $  777,080   $  943,454
                                                 ==========   ==========

Note 3.  Earnings Per Share

                               March 31, 1999               March 31, 1998
                           ------------------------    -------------------------
                                               Per                          Per
                           Income     Shares  Share    Income     Shares   Share
                           ------     ------  -----    ------     ------   -----
Basic Earnings
 Per Share:
Income available 
 to Common Stockholders...$782,083  4,565,595  $.17  $1,037,592  4,465,608  $.23
Effect of Dilutive
 Securities:
  Options exercisable.....              2,663                        7,227
  Convertible debt........  24,000    190,476            27,000    214,286
Diluted Earnings 
 per Share................$806,083  4,758,704  $.17  $1,064,592  4,687,121  $.23

Note 4.  Acquisition of Oeserwerk

On March 19,  1999,  the Company  acquired  substantially  all of the assets and
assumed substantially all of the liabilities of Oeserwerk KG for a total cost of
approximately $17 million.  Oeserwerk is a manufacturer that applies coatings to
a plastic  film from  which its  customers  transfer  the dry  coating  to their
products.  The products include printed woodgrain patterns,  simulated metal and
pigmented  products for the graphics and bookbinding  industries.  The Oeserwerk
assets consisted  principally of buildings and land valued at approximately $6.1
million, machinery and equipment valued at approximately $4.5 million, and trade
accounts  receivables and inventory  valued at approximately  $8.3 million.  The
Company  financed  the  acquisition  with $3.3  million cash and the issuance of
100,000  shares of restricted  common stock.  In addition,  the Company  assumed
approximately  $12.3 million of Oeserwerk's  debt, and refinanced this debt with
the  Deutsche  Bank and  ABN-AMRO  Deutschland.  The  results of  operations  of
Oeserwerk  since  the  acquisition   have  been  included  in  the  accompanying
consolidated financial statements since March 19, 1999.



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

The Company's  gross profit reflects the application of all direct product costs
and direct labor, quality control, shipping and receiving,  maintenance, process
engineering,  plant  management,  and a  substantial  portion  of the  Company's
depreciation  expense.   Selling,   general,  and  administrative  expenses  are
primarily  composed of sales  representatives'  salaries  and related  expenses,
commissions   to   sales   representatives,    advertising   costs,   management
compensation,  related  depreciation,  and  corporate  audit and legal  expense.
Research and  development  expenses  include  salaries of  technical  personnel,
related depreciation, and experimental materials.

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

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

                                            Quarter Ended March 31,
                                               1999     1998
                                               ----     ----
Net sales ...............................     100.0%   100.0%
Cost of sales ...........................      63.5     61.6
Gross profit ............................      36.5     38.4
Selling, general and administrative .....      21.2     19.5
Research and development ................       3.1      2.9
Operating income ........................      12.2     16.0
Interest expense and other ..............       1.8      1.5
Income before taxes and minority interest      10.4     14.5
Provision for income taxes ..............       4.4      5.2
Minority interest .......................        --      1.1
                                              -----    -----
Net income ..............................       6.0%     8.2%
                                              =====    =====


Quarter Ended March 31, 1999 Compared to Quarter Ended March 31, 1998
---------------------------------------------------------------------

Net sales for the quarter ended March 31, 1999  increased 2.7% to $13.0 million,
from $12.7 million for the quarter ended March 31, 1998.  Printed  product sales
decreased 2.2% to $4.4 million,  from $4.5 million  primarily due to softness in
the markets the Company serves.  Pharmaceutical  product sales decreased 6.4% to
$2.2 million,  from $2.3 million,  primarily due to an unusually  large order in
1998 to fill the  inventory  requirements  of a Baxter  Healthcare  acquisition.
Security  product (mag stripe,  signature  panels,  tipping  products for credit
cards and intaglio printed products) sales decreased 14.5% to $2.2 million, from
$2.6  million.  This  decrease  was  primarily a result of a decline in magnetic
sales,  from customers  liquidating  existing  inventories in anticipation of an
industry-wide  transition to a higher oersted product by mid-1999. An oersted is
a measure of electronic energy required to encode magnetic stripes. In addition,
a weak  initial  public  offering  market  caused a  smaller  demand  for  stock
certificates.  Sales of simulated metal and other pigmented  products  increased
24.7%  to $1.8  million,  from  $1.4  million,  primarily  due to the  Oeserwerk
acquisition  which added  approximately  $800,000 in net sales to this  category
offset by the sales  erosion in lower  margined  products.  Holographic  product
sales  increased  33.4% to $2.4  million for the quarter  ended March 31,  1999,
compared to $1.8 million for the quarter ended March 31, 1998. This increase was
due  primarily  to strong  demand  for  authentication  labels  from a major toy
producer  and  continuing  demand for  holographic  packaging,  as it becomes an
important part of brand identification.

Gross  profit  for the  quarter  ended  March 31,  1999  decreased  2.6% to $4.7
million,  from $4.9 million for the quarter  ended March 31, 1998 as a result of
lower historical sales and higher  manufacturing  costs. The gross profit margin
for the  quarter  ended  March 31,  1999  decreased  to 36.5% from 38.4% for the
quarter ended March 31, 1998. The decrease in gross profit was  attributable  to
less sales on a historical based business resulting in the Company's fixed costs
being a higher percentage of net sales.

Selling,  general,  and administrative  expenses for the quarter ended March 31,
1999  increased  11.3% to $2.8 million  from $2.5 million for the quarter  ended
March 31, 1998.  This increase was primarily due to the  additional  $130,000 in
operating  expenses   attributable  to  the  Oeserwerk  acquisition  and  higher
employment and related costs. Selling,  general, and administrative expenses for
the quarters  ended March 31, 1999  increased as a percent of net sales to 21.2%
from 19.5% for the quarter ended March 31, 1998. This increase in percentage was
primarily due to the reasons noted above.

Research and development expenses for the quarter ended March 31, 1999 increased
8.4% to $397,000 from  $366,000 for the quarter  ended March 31, 1998.  Research
and  development  expenses for the quarter  ended March 31, 1999  increased as a
percentage of net sales, to 3.1% from 2.9% for the quarter ended March 31, 1998.
This increase in percentage  was primarily due to the increase in personal costs
attributable to the relocation of the holographics origination laboratory to the
Northern Bank Note facility.


Operating  income for the quarter ended March 31, 1999  decreased  22.0% to $1.6
million, from $2.0 million for the quarter ended March 31, 1998. The decrease in
operating  income is primarily  due to the decrease in gross profit and increase
in operating expenses noted above.  Operating income for the quarter ended March
31,  1999  decreased  as a  percentage  of net sales to 12.2% from 16.0% for the
quarter  ended March 31, 1998.  This  decrease is primarily due to a decrease in
gross profit as a percentage of net sales and increased operating  expenses,  as
also explained above.

Interest  expense  for the  quarter  ended  March  31,  1999  decreased  8.9% to
$150,000,  from $165,000 for the quarter ended March 31, 1998. This decrease was
primarily  due to the  refinancing  of the  mortgage  on the  Company's  Chicago
Heights facility at a lower rate of interest. Going forward,  interest costs are
expected to increase by $125,000 per quarter, due to the Oeserwerk acquisition.

Income taxes for the quarter  ended March 31, 1999  decreased  to $576,000  from
$664,000 for the quarter ended March 31, 1998.  The provision  decreased to 4.4%
of sales for the quarter ended March 31, 1999 from 5.2% of sales for the quarter
ended March 31, 1998 due to the decrease in operating  income as a percentage of
sales.

Net income for the quarter  ended March 31, 1999  decreased  24.6% to  $782,000,
from  $1,037,592  for the quarter  ended March 31,  1998.  This  decrease in net
income is primarily due to the decrease in operating income explained above.

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

Working  capital,  consisting  predominately  of  inventories  and  receivables,
decreased  from $15.3 million at December 31, 1998 to $12.4 million at March 31,
1999.  This decrease was  primarily due to an increase in short-term  borrowings
and operating liabilities assumed as part of the acquisition of Oeserwerk. Short
term borrowings increased from $1.3 million at December 31, 1998 to $4.9 million
at March 31, 1999. Operating liabilities increased from $5.6 million at December
31, 1998 to $11.1 million at March 31, 1999. These were offset by a $4.8 million
increase in inventory and a $3.6 million  increase in accounts  receivables  due
entirely to the acquisition of Oeser's assets.

During the first  quarter of 1999,  the Company made no  borrowings  against the
revolving  credit  agreement  maintained  with the Company's  primary bank. This
agreement,  which expires April 1, 2001 is unsecured and provides for borrowings
up to $4,500,000.  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.


Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The Company does not use derivative  financial  instruments to address  interest
rate,   currency,   or  commodity  pricing  risks.  The  following  methods  and
assumptions  were used to  estimate  the fair value of each  class of  financial
instruments  held by the Company for which it is  practicable  to estimate  that
value. The carrying amount of cash equivalents  approximates  fair value because
of the short  maturity of those  instruments.  The  estimated  fair value of the
Company's  long-term debt  approximated its carrying value at March 31, 1999 and
1998  based  upon  market  prices  for the  same or  similar  type of  financial
instrument.



                                Item 6. EXHIBITS

(a)  Exhibits

     Exhibit
     Number
     ------

     10.1              Second Amendment to Amended and Restated Loan Agreement
     10.2(a)           Share Purchase Agreement
     10.2(b)           Agreement Concerning Waiving of Claims
     10.2(c)           Reimbursement Agreement


                                   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 May 1, 1999.


                                CFC INTERNATIONAL, INC.



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





                                Jeffrey E. Norby
                                Controller
                                (Principal Accounting Officer)