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 September 30, 1998

               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 October 31, 1998, the Registrant  had issued and  outstanding 
3,953,123  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 - September 30, 1998
           and December 31, 1997..................................      3

          Consolidated Statements of Income for the three (3) 
          months and for the nine (9) months ended 
          September 30, 1998 and September 30, 1997...............      4

          Consolidated Statements of Cash Flows for the nine 
          (9) months ended September 30, 1998 and 
          September 30, 1997......................................      5

          Notes to Consolidated Financial Statements..............      6


     Item 2 - Management's Discussion and Analysis of 
     Financial Condition and Results of Operations................   7-10


Part II - Other Information:

     Signatures...................................................     11






                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEET AT
                    SEPTEMBER 30, 1998 AND DECEMBER 31, 1997

                                                   September 30,  December 31,
                                                       1998           1997
                                                       ----           ----
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................   $  3,271,124    $  1,841,070
Accounts receivable, less allowance for doubtful
  accounts of $567,000 and $612,000 respectively      8,699,098       6,631,516
Employee receivable ............................        142,141         253,928
Inventories:
    Raw materials ..............................      1,536,785       1,358,258
    Work in process ............................      1,137,220       1,825,356
    Finished goods .............................      5,273,020       5,447,990
                                                   ------------    ------------
                                                      7,947,025       8,631,604
Prepaid expenses and other current assets ......        765,352         644,578
Deferred income taxes ..........................        641,977         641,977
                                                   ------------    ------------
    Total current assets .......................     21,466,717      18,644,673
                                                   ------------    ------------
Property, plant and equipment, net .............     15,371,077      15,095,897
Other assets ...................................      1,653,789       1,758,269
                                                   ------------    ------------
    Total assets ...............................   $ 38,491,583    $ 35,498,839
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ..............   $    660,361    $    716,079
Accounts payable ...............................      2,721,154       3,122,580
Accrued environmental liability ................        244,937         244,937
Accrued bonus ..................................        639,360          76,065
Accrued vacation ...............................        250,555         304,730
Other accrued expenses and current liabilities .      2,230,901       1,187,390
                                                   ------------    ------------
   Total current liabilities ...................      6,747,268       5,651,781
                                                   ------------    ------------
Deferred income taxes ..........................      1,974,942       1,974,942
Long-term debt .................................      7,648,311       7,869,419
Minority interest in CFC Applied Holographics ..      1,526,165       1,435,371
                                                   ------------    ------------
   Total liabilities ...........................     17,896,686      16,931,513
                                                   ------------    ------------
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; 4,224,350 and 4,218,226
  shares issued at September 30, 1998
  and December 31, 1997, respectively ..........         42,243          42,182
Class B common stock, $.01 par value,
  750,000 shares authorized; 518,169
  shares issued and outstanding at
  September 30, 1998 and December 31, 1997,
  respectively .................................          5,182           5,182
Additional paid-in capital .....................     10,530,389      10,464,985
Retained earnings ..............................     11,179,986       8,331,850
Cumulative translation adjustment ..............       (216,852)        (86,160)
                                                   ------------    ------------
                                                     21,540,948      18,758,039
Less 273,346 and 193,837 treasury shares
  of common stock, at cost at
  September 30, 1998 and December 31, 1997
  respectively .................................       (946,051)       (190,713)
                                                   ------------    ------------
                                                     20,594,897      18,567,326
CONTINGENCIES
Total liabilities and stockholders' equity .....   $ 38,491,583    $ 35,498,839
                                                   ============    ============


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







                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                    SEPTEMBER 30, 1998 AND 1997, RESPECTIVELY



                        Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
                              1998           1997         1998          1997
                              ----           ----         ----          ----
                         (Unaudited)                   (Unaudited)

Net sales ..............  $ 12,463,874  $ 10,926,765  $ 38,236,121 $ 30,735,310
Cost of goods sold .....     7,825,132     6,766,936    24,034,559   18,794,389
                          ------------  ------------  ------------ ------------
Gross profit ...........     4,638,742     4,159,829    14,201,562   11,940,921
                          ------------  ------------  ------------ ------------
Marketing and selling
  expenses .............     1,313,603     1,152,144     3,978,979    3,423,951
General and
  administrative
  expenses .............     1,212,238     1,006,631     3,554,147    2,852,540
Research and
  development
  expenses .............       433,221       332,886     1,195,611    1,002,086
                          ------------  ------------  ------------ ------------
                             2,959,062     2,491,661     8,728,737    7,278,577
                          ------------  ------------  ------------ ------------
Operating income .......     1,679,680     1,668,168     5,472,825    4,662,344

Other (income) expenses:
    Interest ...........       143,885       125,389       481,808      289,737
    Miscellaneous ......       114,401         8,380        39,200      (29,104)
                          ------------  ------------  ------------ ------------
                               258,286       133,769       521,008      260,633
                          ------------  ------------  ------------ ------------
Income before income
  taxes and minority
  interest .............     1,421,394     1,534,399     4,951,817    4,401,711
Provision for income
  taxes ................       501,586       601,308     1,743,690    1,682,999
                          ------------  ------------  ------------ ------------
                               919,808       933,091     3,208,127    2,718,712

Minority interest
  expense of CFC
  Applied Holographics .        88,899       102,530       359,991      189,837
                          ------------  ------------  ------------ ------------
Net income .............  $    830,909  $    830,561  $  2,848,136 $  2,528,875


Basic earnings .........  $       0.19  $       0.18  $       0.64 $       0.56

Diluted earnings per
  share ................  $       0.18  $       0.18  $       0.62 $       0.53



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








                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                    SEPTEMBER 30, 1998 AND 1997 RESPECTIVELY



                                                     Nine Months Ended
                                                       September 30,
                                                ----------------------------
                                                     1998        1997
                                                     ----        ----
                                                  (Unaudited)
Cash flow from operating activities:
  Net income ..................................  $ 2,848,136   $ 2,528,875
    Adjustments  to reconcile net income to net
     cash provided by operating activities:
       Depreciation and amortization ..........    1,399,377     1,516,105
       Minority interest in CFC Applied
        Holographics ..........................       90,794       189,837
       Changes in assets and liabilities:
         Accounts receivable ..................   (2,844,534)   (1,140,654)
         Inventories ..........................      320,863    (1,477,942)
         Other current assets .................      803,815      (282,344)
         Accounts payable .....................      312,265       195,149
         Accrued vacation .....................      (54,026)       47,395
         Accrued bonus ........................      566,766       229,071
         Accrued expenses and other current
          liabilities .........................      596,354       453,341
                                                 -----------   -----------
Net cash provided by operating activities .....  $ 4,039,810   $ 2,258,833
                                                 -----------   -----------

Cash flows from investing activities:
  Additions to property, plant and
   equipment ..................................   (1,723,991)   (2,792,870)
  Decrease in restricted cash investment
                                                        --       1,510,827
  Cash paid for acquired business .............         --      (1,758,327)
                                                 -----------   -----------
Net cash used in (provided by)
  investing activities ........................   (1,723,991)   (3,040,370)
                                                 -----------   -----------

Cash flows from financing activities:
  Proceeds from revolving credit
   agreement ..................................         --       2,540,719
  Proceeds from term loan .....................         --        (437,676)
  Repayment of term loans .....................     (221,108)      (58,487)
    Repayment of capital lease ................      (55,718)      (66,491)
    Net proceeds/distribution of employee
      loans ...................................         (891)         --
    Issuance of stock .........................       65,465       119,367
    Distributions to stockholders .............     (645,495)         --
                                                 -----------   -----------
Net cash provided by (used in)
  financing activities ........................     (857,747)    2,097,432
                                                 -----------   -----------

Effect of exchange rate changes on
  cash and cash equivalents ...................      (28,018)       (3,146)
                                                 -----------   -----------
Increase (decrease) in cash and
  cash equivalents ............................    1,430,054     1,312,749

Cash and cash equivalents:
Beginning of period ...........................    1,841,070       927,703
                                                 ===========   ===========
End of Period .................................    3,271,124     2,240,452
                                                 ===========   ===========


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






                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1998 AND 1997
                                   (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 financial  position of the Company
as of September 30, 1998 and December 31, 1997,  the results of  operations  for
the three (3) months and nine (9) months ended  September 30, 1998 and 1997, and
statements  of cash flows for the nine (9) months ended  September  30, 1998 and
1997.

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:
                                                    Nine Months Ended Sept. 30,
                                                    ---------------------------
                                                        1998           1997
                                                        ----           ----
Net earnings.......................................... $2,848,136   $2,528,875
Less:  foreign currency translation adjustment........    130,692      129,881
Total comprehensive income............................ $2,717,444   $2,398,994

Note 3.  Earnings Per Share
                               September 30, 1998       September 30, 1997
                               ------------------       ------------------
                                                Per                         Per
                             Income   Shares   Share   Income    Shares    Share
Basic Earnings Per Share:
Income available to 
 Common Stockholders...... $2,848,136 4,467,396 $.64 $2,528,875  4,533,532  $.56
Effect of Dilutive 
 Securities:
  Options exercisable.....                5,574                      4,392
  Convertible debt........     80,090   208,035           9,000    214,286
Diluted Earnings 
  per Share............... $2,928,226 4,681,005 $.62 $2,537,875  4,752,210  $.53




            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),  and on holographic  packaging,
authentication  seals and security documents.  The Company's net sales increased
from $25.3  million in 1993 to $42.3  million in 1997.  During that period,  the
Company  realized  sales dollar  growth in all of its major product  lines.  The
Company's  operating  income  more  than  doubled  over this  five-year  period,
increasing from $2.8 million,  or 11.2% of net sales in 1993 to $6.1 million, or
14.3% of net sales in 1997.

The Company has experienced, and expects to continue experiencing, shifts in the
relative  sales and  growth of its  various  products  over  time.  The  Company
believes  that  such  shifts  are in the  ordinary  course of  business  and are
indicative of its focus on specific niche  markets.  During the period from 1993
to 1997,  printed  products  sales  rose  from  22.9%  to  38.0%  of net  sales.
Pharmaceutical  products sales declined from 25.6% in 1993 to 19.1% of net sales
in 1997 due to the growth of other product lines. Actual pharmaceutical  product
sales  increased  from  $6.5  million  in 1993 to $8.1  million  in 1997,  or an
increase of 24.6% over that five-year period.  Security products sales increased
from 6.7% in 1993 to 16.0% of net sales in 1997.  Holographic products grew from
8.5% in 1993 to 13.4% of net  sales in  1997,  primarily  due to  authentication
sales and consumer products packaging.

The Company's  gross profit  reflects 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 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 Sept.30,   Nine Months Ended Sept.30,
                                    1998    1997            1998     1997
                                   ----     ----            ----     ----
                                (Unaudited)              (Unaudited)

Net sales ......................    100.0%  100.0%          100.0%  100.0%
Cost of sales ..................     62.8    61.9            62.9    61.1
Gross profit ...................     37.2    38.1            37.1    38.9
Selling, general and
  administrative ...............     20.2    19.8            19.7    20.4
Research and development .......      3.5     3.0             3.1     3.3
Operating income ...............     13.5    15.3            14.3    15.2
Interest expense and other .....      2.1     1.3             1.4     0.9
Income before taxes and minority
  interest .....................     11.4    14.0            12.9    14.3
Provision for income taxes .....      4.0     5.5             4.6     5.5
Minority interest ..............      0.7     0.9             0.9     0.6
Net income .....................      6.7%    7.6%            7.4%    8.2%






Quarter Ended September 30, 1998 Compared to Quarter Ended September 30, 1997
-----------------------------------------------------------------------------

Net sales for the quarter  ended  September  30, 1998  increased  14.1% to $12.5
million,  from $10.9 million for the quarter ended  September 30, 1997.  Printed
products sales increased 14.1% to $4.5 million,  from $4.0 million primarily due
to an increase in the Company's  market  share.  Pharmaceutical  products  sales
increased 11.7% to $2.3 million,  from $2.1 million,  primarily due to increased
penetration in the European  market.  Security  products  (magstripe,  signature
panels,  and tipping  products for credit cards and  intaglio-printed  products)
sales  increased 37.3% to $2.5 million,  from $1.8 million.  This increase comes
primarily from sales increases in intaglio printed  documents as a result of the
acquisition  of Northern Bank Note Company  ("Northern  Bank Note") in September
1997. Sales of simulated metal and other pigmented  products  decreased 23.2% to
$1.1  million,  from $1.4 million,  as CFC exited  markets in which it could not
derive its historic margins.  Holographic products sales increased 20.9% to $2.0
million for the quarter ended  September 30, 1998,  compared to $1.7 million for
the quarter ended September 30, 1997,  primarily due to the increased demand for
eye-catching holographic packaging.

Gross profit for the quarter ended  September 30, 1998  increased  11.5% to $4.6
million,  from $4.2  million for the  quarter  ended  September  30,  1997.  The
increase in gross profit was  attributable  to growth in sales noted above.  The
gross profit margin for the quarter ended  September 30, 1998 decreased to 37.2%
from 38.1% for the quarter ended  September 30, 1997.  This decrease is a result
of an  increase  in  holographic  packaging  jobs,  which have a lower  margins,
compared to  holographic  security  jobs.  Although  the Company  does not fully
allocate all costs on a product line basis,  the Company believes that its gross
profit  margin  typically is not  substantially  different  for any of its major
product categories except for subcontracted holographic sales discussed below.

Selling, general and administrative expenses for the quarter ended September 30,
1998  increased  17.0% to $2.5 million  from $2.2 million for the quarter  ended
September 30, 1997.  This increase in expenses was primarily due to the Northern
Bank  Note  acquisition  completed  in  September  1997.  Selling,  general  and
administrative  expenses for the quarter ended September 30, 1998 increased as a
percentage of net sales to 20.2% from 19.8% for the quarter ended  September 30,
1997, also due to the Northern Bank Note  acquisition.  This increase in expense
was primarily due to Northern Bank Note's sales staff.

Research and  development  expenses  for the quarter  ended  September  30, 1998
increased  30.1% to $433,000 from  $333,000 for the quarter ended  September 30,
1997.  This  increase  in expense  was  primarily  due to an  increase in R & D,
holographic staffing and relocation of the laboratory.  Research and development
expense for the quarter ended  September  30, 1998  increased as a percentage of
net sales to 3.5% from 3.0% for the quarter ended September 30, 1997.

Operating  income for the quarter  ended  September 30, 1998  increased  0.7% to
$1,680,000,  from $1,668,000 for the quarter ended September 30, 1997. Operating
income for the quarter ended September 30, 1998 decreased as a percentage of net
sales to 13.5%  from  15.3% for the  quarter  ended  September  30,  1997.  This
decrease  is  primarily  due  to  higher  selling,  general  and  administrative
expenses.

Interest  expense for the quarter ended  September 30, 1998  increased  14.8% to
$144,000,  from $125,000 for the quarter ended September 30, 1997. This increase
was primarily due to the financing of the acquisition of Northern Bank Note.

Other  expenses for the quarter ended  September 30, 1998  increased to $114,000
from $8,000 for the quarter ended  September 30, 1997.  This increase was the 
result of relocating the Oxnard design studio.







Income taxes for the quarter ended September 30, 1998 decreased to $502,000
from $601,000 for the quarter ended  September 30, 1997.  This was the result of
the decrease in taxable income.

As a result of the above,  net income for the quarter  ended  September 30,
1998 amounted to $831,909  compared to $831,561 for the quarter ended  September
30, 1997.

Nine months Ended September 30, 1998 Compared to Nine months 
-------------------------------------------------------------
Ended September 30, 1997
------------------------

Net sales for the nine months ended  September 30, 1998 increased 24.4% to $38.2
million,  from $30.7  million  for the nine months  ended  September  30,  1997.
Printed  product  sales  increased  12.6% to $13.5  million,  from $12.0 million
primarily  due to an  increase in the  Company's  market  share.  Pharmaceutical
product sales increased 7.3% to $6.8 million from $6.3 million, primarily due to
the inventory build up for a substantial Baxter Healthcare  acquisition in Italy
during the first quarter of 1998.  Security product (magnetic stripe,  signature
panels  and  tipping  products  for  transaction  cards,  and   intaglio-printed
documents)  sales  increased  96.8% to $7.7  million,  from $3.9  million.  This
increase  comes  primarily  from  increased  sales  revenue  resulting  from the
Northern Bank Note  acquisition in September 1997.  Sales of simulated metal and
other pigmented products decreased 15.5% to $3.6 million,  from $4.3 million, as
CFC  continues  to focus on larger,  higher  margin  accounts in this  category.
Holographic  product sales  increased  55.6% to $6.6 million for the nine months
ended  September  30,  1998,  compared to $4.2 million for the nine months ended
September  30,  1997,  primarily  due  to the  increased  sales  of  holographic
packaging   material  for  a  major  beverage  company  and  other  eye-catching
holographic packaging applications.

Gross profit for the nine months ended  September  30, 1998  increased  18.9% to
$14.2 million,  from $11.9 million for the nine months ended September 30, 1997.
The increase in gross  profit was  primarily  due to the increase in sales.  The
gross profit margin for the nine months ended  September  30, 1998  decreased to
37.1% from 38.9% for the nine months ended  September 30, 1997. This decrease in
gross profit as a percentage  of net sales was  primarily  caused by the need to
subcontract  $600,000 of  holographic  sales in the second  quarter 1998 to meet
customer delivery requirements, which resulted in a 10% gross margin. To prevent
this from reoccurring,  the Company has ordered another holographic embosser and
anticipates its  installation  in the fourth quarter of this year.  Although the
Company does not fully  allocate all costs on a product line basis,  the Company
believes that its gross profit margin typically is not  substantially  different
for any of its major product categories except for the above noted subcontracted
sales.

Selling, general and administrative expenses for the nine months ended September
30, 1998  increased  20.0% to $7.5 million from $6.3 million for the nine months
ended  September  30, 1997.  This  increase in expense was  primarily due to the
Northern Bank Note acquisition. Selling, general and administrative expenses for
the nine months ended  September 30, 1998 decreased as a percentage of net sales
to 19.7% from 20.4% for the nine  months  ended  September  30,  1997 due to the
increase in net sales compared to selling, general and administrative expenses.

Research and  development  expenses for the nine months ended September 30, 1998
increased  19.3%  to  $1,196,000  from  $1,002,000  for the  nine  months  ended
September  30, 1997.  This increase in expenses was primarily due to an increase
in R&D  holographic  resources.  Research and  development  expense for the nine
months ended  September 30, 1998 decreased as a percentage of net sales, to 3.1%
from 3.3% for the nine months ended September 30, 1997.










Operating income for the nine months ended September 30, 1998 increased 17.4% to
$5.5  million,  from $4.7 million for the nine months ended  September 30, 1997.
Operating  income for the nine months ended  September  30, 1998  decreased as a
percentage of net sales to 14.3% from 15.2% for the nine months ended  September
30,  1997.  This  decrease is  primarily  due to a decrease in gross profit as a
percentage  of sales and an  increase in  selling,  general  and  administrative
expenses explained in the foregoing.

Interest expense for the nine months ended September 30, 1998 increased 66.3% to
$482,000,  from  $290,000 for the nine months  ended  September  30, 1997.  This
increase  was  primarily  due  to  the  financing  of  the  Northern  Bank  Note
acquisition.

Income  taxes for the nine months ended  September  30, 1998  increased  3.6% to
$1,744,000  from  $1,683,000 for the nine months ended  September 30, 1997. This
was primarily the result of the increase in operating income.

As a result of the  foregoing,  net income for the nine months ended  
September 30, 1998  increased  12.6% to $2.8  million,  from $2.5 million for
the nine months ended September 30, 1997.


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

Working  capital,  consisting  predominately  of  inventories  and  receivables,
increased  from $13.0 million at December 31, 1997 to $14.7 million at September
30, 1998. This increase was primarily caused by a $2.1 million increase in trade
receivables  due to growth in the  Company's  sales,  offset  by a  decrease  in
inventory of $700,000 primarily due to better asset utilization.  Cash increased
from $1.8 million at December  31, 1997 to $3.3  million at September  30, 1998,
primarily due to strong cash flow from operating activities.

During the first nine months of 1998, the Company made no borrowings against the
revolving  credit  agreement  maintained  with the Company's  primary bank. This
agreement,  which expires April 1, 1999, provides for unsecured borrowings.  The
Company believes that it has sufficient  capital  resources from funds generated
from operations as well as available borrowing  facilities to support its future
capital needs.



Year 2000 Readiness
-------------------



The  Company has  completed  the  majority  of the work  required to upgrade its
computerized  systems for Year 2000  compliance.  It is fully  expected that all
systems will be converted by the end of the first  quarter of 1999.  The Company
expects the total costs of this conversion to be less than $200,000. The Company
is in the  process of polling  all  significant  suppliers  to  determine  their
preparedness  for Year 2000. It is expected that this data will be collected and
determinations completed by the end of the first quarter of 1999.










                                   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 ___, 1998.


                                       CFC INTERNATIONAL, INC.



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




                                       Jeffrey E. Norby
                                       Controller
                                   (Principal Accounting Officer)