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, 2000

       ----           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934

                      For the transition from          to


                           Commission File No. 0-27222

                             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
                    (Address of Principal Executive Offices)

         Registrant's telephone number, including
         area code:                                       (708) 891-3456


Indicate 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 November 3, 2000,  the  Registrant  had issued and  outstanding  4,062,983
shares of Common Stock,  par value $.01 per share, and 512,989 shares of Class B
Common Stock, par value $.01 per share.

<PAGE>


                             CFC INTERNATIONAL, INC.

                               INDEX TO FORM 10-Q



                                                                     Page
                                                                     ----
Part I - Financial Information:

  Item 1. Financial Statements

    Consolidated Balance Sheets - September 30, 2000 and
     December 31, 1999............................................      3

    Consolidated Statements of Income for the three (3) months
     and for the nine (9) months ended September 30, 2000
     and September 30, 1999.......................................      4

    Consolidated Statements of Cash Flows for the nine (9) months
     ended September 30, 2000 and September 30, 1999..............      5

    Notes to Consolidated Financial Statements....................    6-8


  Item 2. Management's Discussion and Analysis of Financial
   Condition and Results of Operations............................   9-12

  Item 3. Quantitative and Qualitative Disclosures about
   Market Risks...................................................     12

Part II - Other Information:

  Item 6.  Exhibits and Report on Form 8-K........................     13

  Signatures......................................................     14

<PAGE>


                         Part I - Financial Information

Item 1.  Financial Statements

                             CFC INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEET AT
                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999

                                                    September 30,   December 31,
                                                       2000           1999
                                                       ----           ----
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................     $   538,596    $ 1,908,989
Accounts receivable, less allowance
  for doubtful accounts of $1,524,000
  and $1,209,000 respectively...................      11,164,648     11,263,452
Employee receivable ............................          85,022         37,083
Inventories:
  Raw materials ................................       3,317,634      2,556,769
  Work in process ..............................       1,895,003      1,576,822
  Finished goods ...............................       7,869,459      6,253,805
                                                     -----------    ------------
                                                      13,082,096     10,387,396
Prepaid expenses and other current assets ......         378,401      1,778,477
Deferred income taxes...........................       1,437,266      1,437,266
                                                     -----------    ------------
  Total current assets..........................      26,686,029     26,812,663
                                                     -----------    ------------
Property, plant and equipment, net..............      26,239,064     26,558,177
Intangible assets...............................       3,532,000              -
Other assets....................................       1,760,235      1,991,158
                                                     -----------    ------------
  Total assets..................................     $58,217,328    $55,361,998
                                                     ===========    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ..............     $ 8,525,944    $ 7,394,335
Accounts payable................................       2,643,105      2,545,831
Accrued environmental liability ................         244,937        244,937
Accrued bonus...................................         441,086        177,809
Accrued vacation................................         953,638        617,752
Other accrued expenses and current liabilities..       4,046,797      5,037,582
                                                     -----------    ------------
  Total current liabilities.....................      16,855,507     16,018,246
                                                     -----------    ------------
Deferred income taxes...........................       1,963,346      1,963,346
Long-term debt .................................      14,928,253     13,635,116
                                                     -----------    ------------
  Total liabilities.............................      33,747,106     31,616,708
                                                     -----------    ------------
CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000 shares
  authorized; 4,438,006 and 4,392,700 shares
  issued at September 30, 2000 and
  December 31, 1999, respectively...............          44,008         43,927
Class B common stock, $.01 par value,
  750,000 shares authorized; 512,989 shares
  issued and outstanding at September 30, 2000
  and December 31, 1999, respectively ..........           5,130          5,130
Additional paid-in capital......................      11,739,561     11,607,695
Retained earnings...............................      15,324,151     14,225,154
Cumulative translation adjustment................       (910,685)      (503,445)
                                                     -----------    ------------
                                                      26,202,165     25,378,461
Less 382,468 and 353,346 treasury shares of
  common stock, at cost at September 30, 2000
  and December 31, 1999, respectively ...........     (1,731,943)    (1,633,171)
                                                     -----------    ------------
                                                      24,470,222     23,745,290
Total liabilities and stockholders' equity.......    $58,217,328    $55,361,998
                                                     ===========    ============

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


<PAGE>





                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2000 AND 1999



                               Three Months                  Nine Months
                            Ended September 30,           Ended September 30,
                              2000          1999          2000         1999
                              ----          ----          ----         ----
                                (Unaudited)                    (Unaudited)

Net sales ................ $17,280,691   $17,504,395   $53,340,065   $48,475,412
Cost of goods sold .......  12,125,662    11,486,294    34,677,185    31,909,254
                           -----------   -----------   -----------   -----------
Gross profit .............   5,155,029     6,018,101    18,662,880    16,566,158
                           -----------   -----------   -----------   -----------
Marketing and selling
  expenses................   1,965,137     1,836,674     6,216,416     5,070,444
General and administrative
  expenses................   2,041,352     2,178,292     6,737,674     5,473,991
Research and development
  expenses................     704,759       614,438     2,114,462     1,401,813
International
  consolidation expense...     768,000             -       768,000             -
                           -----------   -----------   -----------   -----------
                             5,479,248     4,629,404    15,836,552    11,946,248
                           -----------   -----------   -----------   -----------
Operating income (loss)...    (324,219)    1,388,697     2,826,328     4,619,910

Other expenses:
  Interest................     301,850       312,642       838,929       775,043
  Miscellaneous...........      27,295       151,051       322,603       325,115
                           -----------   -----------   -----------   -----------
                               329,145       463,693     1,161,532     1,100,158
                           -----------   -----------   -----------   -----------
Income (loss) before
  income taxes ...........    (653,364)      925,004     1,664,796     3,519,752
Provision (benefit) for
  income taxes............    (210,030)      346,426       565,799     1,405,930
                           -----------   -----------   -----------   -----------
                              (443,334)      578,578     1,098,997     2,113,822
                           -----------   -----------   -----------   -----------

Net income (loss).........   ($443,334)  $   578,578   $ 1,098,997   $ 2,113,822

Basic earnings (loss)
  per share...............   ($0.10)     $0.13         $0.24         $0.46

Diluted earnings (loss)
  per share................  ($0.10)     $0.13         $0.24         $0.46




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



<PAGE>







                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2000 AND 1999



                                                      Nine Months Ended
                                                          September 30,
                                               --------------------------------
                                                   2000                1999
                                                   ----                ----
                                               (Unaudited)          (Unaudited)
Cash flow from operating activities:
Net income ................................     $1,098,997           $2,113,823
  Adjustments to reconcile
   net income to net cash  provided
   by operating activities:
    Depreciation and amortization..........      2,998,365            2,111,400
    Non-cash compensation..................         83,990                    -
    Changes in assets and liabilities:
      Accounts receivable..................       (457,951)            (394,905)
      Inventories..........................     (3,335,304)           1,371,956
      Employee receivable..................         56,544)             (72,604)
      Other current assets.................      1,283,848             (416,118)
      Accounts payable.....................        133,500             (601,382)
      Accrued vacation.....................        336,268               25,664
      Accrued bonus........................        271,021             (316,558)
      Accrued expenses and other
       current liabilities.................       (887,688)           1,158,100
                                                -----------          -----------
Net cash provided by operating activities..     $1,468,502           $4,979,376
                                                -----------          -----------

Cash flows from investing activities:
  Additions to property, plant
    and equipment..........................     (2,852,217)          (1,946,480)
  Acquisition of business rights...........     (3,888,206)                   -
  Cash paid for acquired business..........              -           (3,825,301)
                                                -----------          -----------
Net cash used in investing activities......     (6,740,423)          (5,771,781)
                                                -----------          -----------

Cash flows from financing activities:
  Proceeds from term loan for acquired
    business...............................              -            4,457,100
  Repayments of  term loan for acquired
    business...............................              -           (7,055,000)
  Proceeds from revolver...................      4,400,000            2,199,964
  Repayment of term loans..................       (984,314)            (956,252)
  Repayment of capital lease...............       (201,105)            (181,173)
  Repurchase of shares.....................        (98,772)                   -
  Issuance of stock........................         47,958               54,774
Net cash provided by (used in)
  financing activities.....................      3,163,767           (1,480,586)
                                                -----------          -----------

Effect of exchange rate changes on
  cash and cash equivalents................        737,761                2,815
                                                -----------          -----------
Decrease in cash and cash equivalents......     (1,370,393)          (2,270,177)

Cash and cash equivalents:
Beginning of period........................      1,908,989            5,434,595
                                                -----------          -----------
End of Period..............................     $  538,596           $3,164,418
                                                ===========          ===========


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


<PAGE>
                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999
                                   (Unaudited)

Note 1.  Basis of Presentation

In the opinion of management,  the accompanying  interim 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, 2000 and December 31, 1999 (audited), the results of
operations for the three (3) months and nine (9) months ended September 30, 2000
and 1999, and  statements of cash flows for the nine (9) months ended  September
30, 2000 and 1999.

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.  Comprehensive Income

Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 "Reporting  Comprehensive  Income." The Company's
total comprehensive income was as follows:

                                            Nine Months Ended Sept. 30,
                                            ---------------------------
                                                 2000          1999
                                                 ----          ----
Net income.................................   $1,098,997    $2,113,823
Foreign currency translation adjustment....     (407,241)        2,815
                                              -----------   ----------
Total comprehensive income.................   $  691,756    $2,116,638
                                              ===========   ==========

Note 3.  Earnings Per Share
                        September 30, 2000              September 30, 1999
                   ----------------------------    ---------------------------
                                           Per                            Per
                   Income       Shares    Share    Income      Shares    Share
                   ------       ------    -----    ------      ------    -----

Basic Earnings
 Per Share:
Income available
 to Common
 Stockholders....$1,098,997  4,571,916     $.24   $2,113,823  4,567,983   $.46
Effect of
 Dilutive
 Securities:
  Options
   exercisable...                4,345                            2,914
  Convertible
   debt..........    42,000    111,111                72,000    190,476
Diluted Earnings
 per Share.......$1,140,997  4,687,372     $.24   $2,185,823  4,761,373   $.46


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  receivable  and
inventory  valued at  approximately  $8.3  million.  The  Company  financed  the
acquisition  with $3.3  million in 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 Company also incurred  approximately $500,000 of fees
associated with the acquisition. The acquisition was accounted for as a purchase
and results of operations of Oeserwerk since the acquisition  have been included
in the accompanying consolidated financial statements of the Company since March
19, 1999.

The following summarized unaudited pro forma financial  information for the nine
months ended  September  30, 1999 assumes that the  acquisition  had occurred on
January 1, 1999.

                                                             1999
                                                             ----
                 Net sales (000's)......................  $ 51,808
                 Net income (000's).....................     1,062
                 Earnings per share:
                     Basic..............................      $.23
                     Diluted............................      $.23

The pro forma data does not purport to be  indicative  of the results that would
have been  obtained had these events  actually  occurred at the beginning of the
period presented,  does not reflect any benefits for actions taken subsequent to
the acquisition and is not intended to be a projection of future results.

Note 5.  Purchase of Worldwide Holographic Technology Rights

On January 3, 2000,  the company  exercised its option to purchase the worldwide
rights  to the  holographic  technology  of  Applied  Holographics  PLC for $3.6
million.  The  acquisition  of  these  rights  was  financed  by  a  nine-month,
non-interest bearing installment note for $3.2 million issued by the company and
$0.4 million in cash.

Note 6.  Business Segments and International Operations

The  Company  has  adopted  SFAS  No.  131,  "Disclosure  about  Segments  of an
Enterprise and Related Information." 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 and nine months ended September 30, 2000 and 1999
are as follows:

                                   Three Months Ended         Nine Months Ended
                                      September 30,             September 30,
                                  --------------------        ------------------
                                   2000           1999         2000         1999
                                   ----           ----         ----         ----

Printed Products                  $ 4.6          $ 4.5        $14.0        $13.2
Pharmaceutical Products             2.1            2.6          6.6          7.0
Security Products                   2.0            2.5          5.3          6.4
Holographic Products                3.9            2.6         10.8          8.0
Simulated Metal and
  Other Pigmented Products          4.7            5.4         16.6         13.8
                                  ------        ------       ------       ------
Total                             $17.3          $17.6        $53.3        $48.4

The following is sales and long-lived asset information by geographic area as of
the three months and nine months ended September 30, 2000 and 1999:

                                  Three Months Ended       Nine Months Ended
                                     September 30,            September 30,
                                --------------------     --------------------
Sales (In Thousands)              2000         1999        2000         1999
                                  ----         ----        ----         ----
United States                   $15,405      $ 8,604     $33,162      $25,974
Germany                           1,632        4,618      10,061       10,164
Foreign                             244        4,282      10,117       12,337
                                -------      -------     -------      -------
Total                           $17,281      $17,504     $53,340      $48,475

                                          September 30,
Net Fixed Assets
(In Thousands)                          2000         1999
                                        ----         ----
United States                         $16,165      $15,602
Germany                                 9,679       10,631
Foreign                                   395          236
                                      -------      -------
Total                                 $26,239      $26,469

Foreign revenue is based on the country in which the customer is domiciled.

Note 7.  Contingencies

From time to time, the Company is subject to legal  proceedings  and claims that
arise in the normal course of 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.


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 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   Nine Months ended
                                               September 30,    September 30,
                                               -------------   --------------
                                                2000    1999    2000    1999
                                                ----    ----    ----    ----
                                                  Unaudited)     (Unaudited)

Net sales ....................................  100.0%  100.0%  100.0%  100.0%
Cost of sales ................................   70.2    65.6    65.0    65.8
Gross profit .................................   29.8    34.4    35.0    34.2
Selling, general and administrative ..........   23.2    22.9    24.3    21.8
Research and development .....................    4.1     3.5     4.0     2.9
International consolidation expense ..........    4.4       -     1.4       -
Operating income (loss) ......................   (1.9)    7.9     5.3     9.5
Interest expense and other ...................    1.9     2.6     2.2     2.3
Income (loss) before taxes ...................   (3.8)    5.3     3.1     7.2
Provision (benefit) for income taxes .........   (1.2)    2.0     1.1     2.8
Net income (loss) ............................   (2.6%)   3.3%    2.1%    4.4%

Quarter Ended September 30, 2000 Compared to Quarter Ended September 30, 1999
-----------------------------------------------------------------------------

Net sales for the  quarter  ended  September  30, 2000  decreased  1.3% to $17.3
million,   from  $17.5  million  for  the  quarter  ended  September  30,  1999.
Holographic products sales increased 50.9% to $3.9 million for the quarter ended
September 30, 2000, compared to $2.6 million for the quarter ended September 30,
1999,  primarily  due to  the  increased  demand  for  eye-catching  holographic
packaging and security  authentication  seals.  Printed products sales increased
1.7% to $4.6 million, compared to $4.5 million for the same quarter in the prior
year.  This increase was a result of increased  demand from the home  furnishing
market.  Pharmaceutical products sales during these same periods decreased 20.8%
to $2.1  million,  from $2.6  million,  primarily  due to the adverse  affect of
European currencies against the U.S. dollar, along with a slowdown in sales of a
non-FDA  product in the  Company's  Latin and South  American  business due to a
product reformulation to meet customers needs and competition. Security products
(magstripe,  signature  panels,  and  tipping  products  for  credit  cards  and
intaglio-printed  products) sales for these same periods decreased 17.0% to $2.0
million from $2.5 million.  This decrease comes primarily from continued  market
softness and pricing  pressures in the credit card industry and  competition  in
the  signature  panel  business.  Sales of simulated  metal and other  pigmented
products for these  periods  decreased  12.4% to $4.7  million,  from $5.4
million,  primarily  due to the negative  impact of  weakening  European
currencies against the U.S. dollar.

Gross profit for the quarter ended  September 30, 2000  decreased  14.3% to $5.2
million,  from $6.0  million for the  quarter  ended  September  30,  1999.  The
decrease in gross profit was primarily  attributable  to higher  material  costs
caused by higher petroleum product prices and U.S. sourced  materials  purchased
in Europe with weakening  European  currencies.  The gross profit margin for the
quarter ended  September 30, 2000  decreased to 29.8% from 34.4% for the quarter
ended September 30, 1999 for the same reasons.

Selling, general and administrative expenses for the quarter ended September 30,
2000 and 1999 remained flat at $4.0 million. Selling, general and administrative
expenses for the quarter ended  September 30, 2000  increased as a percentage of
net sales to 23.2% from 22.9% for the quarter  ended  September  30, 1999.  This
increase in percentage was primarily due to the impact of lower sales.

Research and  development  expenses  for the quarter  ended  September  30, 2000
increased  14.7%  to $0.7  million  from  $0.6  million  for the  quarter  ended
September  30, 1999.  This  increase was primarily due to increases in personnel
costs. Research and development expense for the quarter ended September 30, 2000
increased 4.1% from 3.5% for the quarter ended September 30, 1999 and was caused
by the impact of lower sales and higher staff costs.

International consolidation expense for the quarter ended September 30, 2000 was
$768,000.  This  non-recurring  charge was  incurred for  activities  undertaken
during the quarter to consolidate the Company's  international  operations.  The
charge  primarily  includes  costs  attributable  to work force  reductions  and
related severance.

The  operating  loss for the quarter  ended  September  30,  2000 was  $324,000,
compared to operating income of $1.4 million for the quarter ended September 30,
1999. The loss was a result of a combination of increased  material  costs,  the
adverse currency effects and the non-recurring charge of $768,000.

Interest  expense for the quarter  ended  September 30, 2000  decreased  3.5% to
$302,000,  from $313,000 for the quarter ended  September 30, 1999. The decrease
in interest expense is due to the effect of scheduled principal payments.

Other  expenses for the quarter ended  September  30, 2000  decreased to $27,000
from  $151,000  for the quarter  ended  September  30, 1999.  This  decrease was
primarily  due to the  Company  no longer  having to pay  royalties  to  Applied
Holographics PLC, a former holographic joint venture partner.

The  Company's  effective  tax rate  decreased  to 32.0% for the  quarter  ended
September  30,  2000 from  37.4% in the prior  year due the  impact of losses in
foreign  operations and the related tax benefit of the losses which are realized
at a higher tax rate than in the United States.

Subsequent to September 30, 2000,  the German  government  and President  signed
into law a reduction in corporate tax rates.  The Company through  September 30,
2000 has recognized tax benefits based upon a German corporate  federal tax rate
of 39%. The new legislation lowers the rate to 25%. The Company is continuing to
examine the impact of this reduction in rates on the amount of tax benefit to be
realized in the future.  It is expected to have an adverse  impact on the fourth
quarter 2000 consolidated tax provision.

Nine months Ended September 30, 2000 Compared to Nine months
------------------------------------------------------------
Ended September 30, 1999
------------------------

Net sales for the nine months ended  September 30, 2000 increased 10.0% to $53.3
million,  from $48.5  million  for the nine months  ended  September  30,  1999.
Holographic  product sales  increased 33.8% to $10.8 million for the nine months
ended  September  30,  2000,  compared to $8.0 million for the nine months ended
September  30,  1999,  primarily  due to the  increased  sales  of  eye-catching
holographic  packaging  applications and security  authentication seals. Printed
product  sales for these periods  increased  5.8% to $14.0  million,  from $13.2
million,  primarily due to increases in the home furnishings  market,  offset in
part by a continued sluggish manufactured housing market. Pharmaceutical product
sales  for  this  period  decreased  4.6% to $6.6  million  from  $7.0  million,
primarily  due to the  adverse  affect of European  currencies  against the U.S.
dollar and a slowdown in sales of a non-FDA  product in the Company's  Latin and
South American  business due to a product  reformulation to meet customers needs
and competition. Security product (magnetic stripe, signature panels and tipping
products for transaction  cards and intaglio  printed  products) sales for these
periods decreased 17.4% to $5.3 million,  from $6.4 million. This decrease comes
primarily from  continued  market  softness and pricing  pressures in the credit
card industry.  Sales of simulated metal and other pigmented  products for these
periods increased 20.4% to $16.6 million,  from $13.8 million,  primarily due to
the March 19,  1999,  Oeserwerk  acquisition,  which  results in nine  months of
activity in 2000 compared to six-and-one-half months activity in the same period
in 1999.

Gross profit for the nine months ended  September  30, 2000  increased  12.7% to
$18.7 million,  from $16.6 million for the nine months ended September 30, 1999.
The increase in gross profit was  primarily  due to the increase in sales due to
the  Oeserwerk  acquisition.  The gross profit  margin for the nine months ended
September  30,  2000  increased  to 35.0% from 34.2% for the nine  months  ended
September 30, 1999.  This increase was primarily  driven by lower material costs
and changes in product sales mix.

Selling, general and administrative expenses for the nine months ended September
30, 2000 increased 22.9% to $12.9 million from $10.5 million for the nine months
ended  September  30,  1999.  This  increase in expenses  was  primarily  due to
additional  expenses  associated  with a full year  operation  of  Oeserwerk  as
compared with  six-and-one-half  months in 1999. Oeserwerk was acquired in March
1999.  Selling,  general and  administrative  expenses for the nine months ended
September  30, 2000  increased as a percentage  of net sales to 24.3% from 21.8%
for the nine months ended September 30, 1999, primarily for the same reason.

Research and  development  expenses for the nine months ended September 30, 2000
increased  50.8% to $2.1  million  from $1.4  million for the nine months  ended
September 30, 1999.  This increase in expenses was primarily due to increases in
personnel  costs,  and the fact that prior to January  3,  2000,  the  Company's
holographic  joint venture  partner paid for one-half of the Company's  Ventura,
California holographic research laboratory. Research and development expense for
the nine months ended September 30, 2000 increased as a percentage of net sales,
to 4.0% from 2.9% for the nine months ended  September 30, 1999,  because of the
previously noted factors.

International consolidation expense for the nine months ended September 30, 2000
was $768,000.  This  non-recurring  charge is related to  activities  undertaken
during the third  quarter of 2000 to  consolidate  the  Company's  international
operations.  The  primary  costs  include  work  force  reductions  and  related
severance.

Operating income for the nine months ended September 30, 2000 decreased 38.8% to
$2.8  million,  from $4.6 million for the nine months ended  September 30, 1999,
primarily  due to the  Company  taking a one-time,  non-recurring  international
consolidation  expense and the effect of weakening  European  currencies against
the U.S. dollar.

Interest  expense for the nine months ended September 30, 2000 increased 8.2% to
$839,000,  from  $775,000 for the nine months  ended  September  30, 1999.  This
increase was primarily due to the financing of the Oeserwerk acquisition.


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

During the first nine months of 2000, the Company  borrowed  $1,200,000 and made
no  repayments  against the  revolving  line of credit  agreement of  $6,500,000
maintained with the Company's primary bank. This agreement,  which expires April
1, 2002,  provides for unsecured  borrowings.  The Company believes that it will
have sufficient  capital  resources from funds generated from operations as well
as available borrowing facilities to support its future capital needs.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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  their 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 September 30,
2000 and  December 31,  1999,  based upon market  prices for the same or similar
type of financial instrument.



<PAGE>





ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

     Number       Description of Exhibit
     ------       ----------------------
     10.1a        Third Amendment to Amended and Restated Loan Agreement dated
                  July 6, 2000  between  the  Company  and LaSalle Bank National
                  Association, and related documents.

     10.1b        Fourth Amendment to Amended and Restated Loan Agreement dated
                  September 5, 2000 between the Company and LaSalle Bank
                  National Association, and related documents.

     10.1.c       Amendment  to  Reimbursement  Agreement  dated  July  6,  2000
                  between    CFC    Europe    GmbH    (f/k/a     Sesvenna    20.
                  Vermogensverwaltungs   GmbH)   and   LaSalle   Bank   National
                  Association, and related documents.

(b)      Report on Form 8-K

         No  reports  on Form 8-K were  filed  during  the  three  months ended
         September 30, 2000.


<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 14, 2000.


                                           CFC INTERNATIONAL, INC.


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



                                           /s/ Jeffrey E. Norby
                                           --------------------------------
                                           Jeffrey E. Norby
                                           Vice President, Controller
                                           (Principal Accounting Officer)