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, 2004

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

                  For the transition from                 to
                                          ---------------    -----------------

                           Commission File No. 027222

                             CFC INTERNATIONAL, INC.

             (Exact name of Registrant as specified in its charter)

               DELAWARE                                    36-3434526
               --------                                    ----------
              (State or other jurisdiction of              (I.R.S. Employer
              incorporation or organization)               Identification No.)

                500 State Street, Chicago Heights, Illinois 60411
                -------------------------------------------------

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



Indicated  by check  mark  whether  the  Registrant  (1) has filed  all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

          YES  ( X )                                  NO  (    )

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act.

          YES  (    )                                 NO  ( X )

As of October 26, 2004,  the  Registrant  had issued and  outstanding  3,884,970
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, 2004 and
            December 31, 2003...........................................   5

          Consolidated Statements of Operations for the three (3) months
            and for the nine (9) months ended September 30, 2004
            and September 30, 2003......................................   6

          Consolidated Statements of Cash Flows for the nine (9) months
            ended September 30, 2004 and September 30, 2003.............   7

          Notes to Consolidated Financial Statements....................   8-12

     Item 2 - Management's Discussion and Analysis of Financial
              Condition and Results of Operations.......................  13-18

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

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

Part II - Other Information:

     Item 6 - Exhibits and Reports on Form 8-K........................... 20

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






<PAGE>






                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

The Company believes that certain statements contained in this report and in the
future filings by the Company with the Securities and Exchange Commission and in
the  Company's  written and oral  statements  made by or with the approval of an
authorized   executive   officer  that  are  not  historical   facts  constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and  Section 21E of the  Securities  Exchange  Act of 1934,  and the
Company  intends  that such  forward-looking  statements  be subject to the safe
harbors created thereby.

The words and phrases  "looking  ahead," "is  confident,"  "should  be," "will,"
"predicted,"  "believe," "plan," "intend,"  "estimates,"  "likely," "expect" and
"anticipate" and similar expressions identify forward-looking statements.

These  forward-looking  statements  reflect  the  Company's  current  views with
respect to future  events and  financial  performance,  but are  subject to many
uncertainties  and factors  relating to the  Company's  operations  and business
environment  which may affect the  accuracy of  forward-looking  statements  and
cause the actual  results of the  Company to be  materially  different  from any
future results  expressed or implied by such  forward-looking  statements.  As a
result,  in some future quarter the Company's  operating  results may fall below
the  expectations of securities  analysts and investors.  In such an event,  the
trading  price of the  Company's  common  stock would likely be  materially  and
adversely  affected.  Many  of  the  factors  that  will  determine  results  of
operations are beyond the Company's ability to control or predict.

Some of the factors that could cause or contribute to such differences include:

o    The effect of the continuing unfavorable economic conditions on market
     growth trends in general and the impact on the Company's customers, the
     demand for the Company's products and services, and the Company's ordinary
     sources of supply, in particular;

o    Risks inherent in international operations, including possible economic,
     political or monetary instability and its impact on the level and
     profitability of foreign sales;

o    Uncertainties relating to the Company's ability to consummate its business
     strategy, including the unavailability of suitable acquisition candidates,
     or the Company's inability to finance future acquisitions or successfully
     realize synergies and cost savings from the integration of acquired
     businesses;

o    Changes in the costs and availability of raw materials and the Company's
     ability to adjust selling prices to reflect those changes;

o    The Company's reliance on existing senior management and the impact of the
     loss of any of those persons or its inability to continue to identify, hire
     and retain qualified management personnel;

o    Uncertainties relating to the Company's ability to develop and distribute
     new proprietary products to respond to market needs in a timely manner and
     the Company's ability to continue to protect its proprietary product
     information and technology;


<PAGE>







o    The Company's ability to continue to successfully identify and implement
     productivity improvements and cost reduction initiatives;

o    The Company's reliance on a small number of significant customers;

o    Uncertainties relating to the Company's ability to continue to compete
     effectively with other producers of specialty transferable coatings and
     producers of alternative products with greater financial and management
     resources;

o    Control of the Company by a principal stockholder; and

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

The risks included here are not exhaustive. We operate in a very competitive and
rapidly changing  environment.  New risk factors emerge from time to time and it
is not possible for us to predict all such risk  factors,  nor can we assess the
impacts  of all such risk  factors  on our  business  or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any  forward-looking  statements.  Given these risks and
uncertainties,  investors  should not place undue  reliance  on  forward-looking
statements as a prediction of actual results. We have no obligation to revise or
update these forward-looking  statements to reflect events or circumstances that
arise after October 25, 2004 or to reflect the occurrence of anticipated events.

Investors should also be aware that while we do, from time to time,  communicate
with  securities  analysts,  it is against  our policy to  disclose  to them any
material non-public  information or other confidential  commercial  information.
Accordingly,  investors  should not assume that we agree with any  statement  or
report  issued by any analyst  irrespective  of the content of the  statement or
report.  Thus, to the extent that reports issued by securities  analysts contain
any projections, forecasts or opinions, such reports are not our responsibility.





<PAGE>


                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

                                                   September 30,   December 31,
                                                      2004             2003
                                                      ----             ----
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................     $ 9,145,438    $ 5,555,025
Restricted cash ................................         306,072        117,622
Accounts receivable, less allowance
  for doubtful accounts and
  customer credits of $1,501,000 (2004)
  and $1,767,000 (2003) ........................      13,190,921      9,821,047
Inventories:
  Raw materials ................................       3,330,662      4,488,351
  Work in process ..............................       2,525,750      1,858,727
  Finished goods ...............................       8,312,599      6,703,633
                                                     -----------     ----------
                                                      14,169,011     13,050,711
Prepaid expenses and
  other current assets..........................       1,032,889        856,153
Deferred income tax assets......................       1,080,474        915,493
                                                     -----------    -----------
  Total current assets .........................      38,924,805     30,316,051
                                                     -----------    -----------
Property, plant and equipment, net .............      27,130,714     28,116,892
Deferred income tax assets .....................       3,204,130      3,280,891
Intangible assets, net .........................       3,483,298      3,695,899
Other assets ...................................         239,339        105,078
                                                     -----------    -----------
  Total assets .................................     $72,982,286    $65,514,811
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt...............     $11,471,939    $ 9,716,066
Accounts payable................................       4,859,727      4,769,539
Accrued compensation and benefits...............       2,979,388      1,032,115
Accrued expenses and other current liabilities..       5,616,594      4,273,938
                                                     -----------    -----------
  Total current liabilities.....................      24,927,648     19,791,658
                                                     -----------    -----------
Deferred income tax liabilities.................       2,605,288      2,680,247
Fair value of interest rate swap................             435         47,783
Long-term debt, net of current portion..........      14,298,906     15,066,109
                                                     -----------    -----------
  Total liabilities.............................      41,832,277     37,585,797
                                                     -----------    -----------
COMMITMENTS AND CONTINGENCIES...................

STOCKHOLDERS' EQUITY:
Voting Preferred Stock, par value $.01 per
  share, 750 shares authorized, no shares
  issued and outstanding........................              -               -
Common stock, $.01 par value, 10,000,000
  shares authorized; shares issued and
  outstanding of 4,450,837 (2004) and
  4,446,127 (2003) .............................         44,509          44,462
Class B common stock, $.01 par value,
  750,000 shares authorized;
  512,989 shares issued and outstanding ........          5,130           5,130
Additional paid-in capital......................     12,196,959      12,167,569
Retained earnings...............................     19,537,644      16,589,249
Accumulated other comprehensive income..........      2,024,170       1,781,007
                                                     -----------    -----------
                                                     33,808,412      30,587,417

Less - 565,867 treasury shares of
  common stock, at cost ........................     (2,658,403)     (2,658,403)
                                                     -----------    -----------
                                                      31,150,009     27,929,014
                                                     -----------    -----------
  Total liabilities and stockholders' equity....     $72,982,286    $65,514,811
                                                     ===========    ===========

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


<PAGE>






                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2004 AND 2003


                             Three Months Ended 09/30,  Nine Months Ended 09/30,
                             -------------------------  ------------------------
                                 2004        2003         2004         2003
                                 ----        ----         ----         ----
                                   (Unaudited)               (Unaudited)

Net sales .................. $21,717,862  $15,073,709  $61,897,338  $47,473,476
Cost of goods sold
  (excluding depreciation
  and amortization shown
  below) .................... 13,842,067   10,466,949   39,928,751   31,613,768
Selling, general and
  administrative expenses ...  3,671,693    3,190,818   11,220,299   10,012,322
Research and development
  expenses ..................    787,097      539,996    2,184,059    1,623,964
Depreciation and amortization
  expense ...................  1,238,188    1,093,759    3,593,336    3,256,312
                             -----------  -----------  -----------  -----------
Total operating expenses .... 19,539,045   15,291,522   56,926,445   46,506,366
                             -----------  -----------  -----------  -----------
Operating income (loss) .....  2,178,817     (217,813)   4,970,893      967,110

Other (income) expense:
  Interest expense, net .....    307,721      314,174      894,113      822,568
  Interest swap valuation ...     49,074      (71,271)     (47,348)     106,810
  Rental income .............    (49,885)      (5,400)    (118,267)     (20,040)
                             -----------  -----------  -----------  -----------
Total other expense, net ....    306,910      237,503      728,498      909,338
                             -----------  -----------  -----------  -----------
Income (loss) before
  income taxes ..............  1,871,907     (455,316)   4,242,395       57,772
Provision (benefit) for
  income taxes ..............    571,001     (138,889)   1,294,000       17,621
                             -----------  -----------  -----------  -----------
Net income (loss) ...........$ 1,300,906  $  (316,427) $ 2,948,395   $   40,151
                             ===========  ===========  ===========   ==========

Basic earnings (loss)
  per share................. $0.30        $(0.07)      $0.67         $0.01

Diluted earnings  (loss)
  per share................. $0.29        $(0.07)      $0.66         $0.01





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



<PAGE>





                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003




                                                       Nine Months Ended
                                                         September 30,
                                                    ---------------------------

                                                        2004           2003
                                                        ----           ----
                                                     (Unaudited)    (Unaudited)
Cash flow from operating activities:
  Net income ......................................  $ 2,948,395    $    40,151
    Adjustments to reconcile net income
      to net cash provided by operating activities:
        Depreciation and amortization .............    3,628,463      3,440,814
        Valuation of derivative ...................      (47,348)       106,810
        Issuance of stock to officer ..............       29,437           --
        Deferred income tax provision .............     (246,976)       332,662
        Changes in assets and liabilities:
          Accounts receivable, net ................   (3,451,874)    (1,038,863)
          Inventories, net ........................   (1,187,063)       (62,021)
          Prepaid and other current assets ........     (171,528)      (746,026)
          Other assets ............................     (134,261)        42,341
          Accounts payable ........................      119,654        844,740
          Accrued compensation and benefits .......    2,009,391       (877,841)
          Accrued expenses and other
            current liabilities ...................    1,234,198       (269,060)
                                                     -----------    -----------
Net cash provided by operating activities .........  $ 4,730,488    $ 1,813,707
                                                     -----------    -----------

Cash flows from investing activities:
  Additions to property, plant and equipment ......   (2,554,727)    (2,049,272)
                                                     -----------    -----------
Net cash used in investing activities .............   (2,554,727)    (2,049,272)
                                                     -----------    -----------

Cash flows from financing activities:
  Repayment of revolver ...........................   (2,549,225)      (577,500)
  Proceeds from revolver ..........................    2,781,391      1,119,708
  Proceeds from term loans ........................    3,713,317        122,545
  Repayments of term loans ........................   (4,800,593)    (1,165,659)
  Proceeds from IRB ...............................    2,000,000             --
  Proceeds from issuance of stock .................           --         37,073
                                                     -----------    -----------
Net cash provided by (used in)
  financing activities ............................    1,144,890       (463,833)
                                                     -----------    -----------

Effect of exchange rate changes on cash
  and cash equivalents ............................      458,212         43,949
                                                     -----------    -----------
Increase/(decrease) in cash and
  cash equivalents ................................    3,778,863       (655,449)

Cash and cash equivalents
  (including restricted cash):
Beginning of period ...............................    5,672,647      5,990,077
                                                     -----------    -----------
End of period .....................................  $ 9,451,510    $ 5,334,628
                                                     ===========    ===========






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


<PAGE>



                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

Note 1.  Basis of Presentation

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
adjustments)  necessary to present fairly the consolidated financial position of
CFC International,  Inc. (the Company), and its wholly-owned subsidiaries, as of
September 30, 2004 (unaudited) and December 31, 2003 (audited), the consolidated
results of operations  for the three months and nine months ended  September 30,
2004 and 2003  (unaudited)  respectively,  and  consolidated  statements of cash
flows for the nine months ended September 30, 2004 and 2003 (unaudited).

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

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

Certain  prior year  amounts have been  reclassified  to conform to current year
presentation.  These  reclassifications had no effect on the previously reported
amounts of income before income taxes or net income.

Note 2.  Earnings Per Share


                                           Three Months Ended
                           -----------------------------------------------------
                              September 30, 2004          September 30, 2003
                           ------------------------    -------------------------
                                                Per                         Per
                            Income    Shares   Share    Income    Shares   Share
                            ------    ------   -----    ------    ------   -----
Basic Earnings Per Share:
Income available to
 Common Stockholders.....$1,300,906 4,395,399 $0.30 ($316,427) 4,303,233 ($0.07)
Effect of Dilutive
 Securities:
  Options exercisable....         -    45,033               -          -
  Convertible debt.......     6,950    47,617 (0.01)        -          -
                         ---------- --------- ----- ---------  ---------  ------
Diluted Earnings
 per Share...............$1,307,856 4,488,049 $0.29 ($316,427) 4,303,233 ($0.07)
                         ========== ========= ===== ========== ========= ======

                                            Nine Months Ended
                           -----------------------------------------------------
                               September 30, 2004          September 30, 2003
                           ------------------------    -------------------------
                                                Per                         Per
                            Income    Shares   Share    Income    Shares   Share
                            ------    ------   -----    ------    ------   -----
Basic Earnings Per Share:
Income available to
 Common Stockholders.... $2,948,395  4,393,966 $0.67    $40,151  4,390,434 $0.01
Effect of Dilutive
 Securities:
  Options exercisable...          -     41,158                -          -
  Convertible debt......     27,800     63,490$(0.01)         -          -
                           --------  ---------  ----   --------  ---------  ----
Diluted Earnings
  per Share............. $2.976,195  4,498,614  $0.66   $40,151  4,390,434 $0.01
                           ========  =========  =====  ========  ========= =====

For the three and nine  months  ended  September  30,  2003,  the  effect of the
convertible  debt  would  be  antidilutive  and as such  is  excluded  from  the
calculation in the table above.


<PAGE>






Note 3.  Business Segments and International Operations

The Company and its subsidiaries operate in a single business segment,  which is
the  formulating  and   manufacturing  of  chemically   complex,   multi-layered
functional  coatings.  The  Company  produces  five  primary  types  of  coating
products.  Sales for each of these  products (in  millions) for the three months
ended  September 30, 2004 and 2003, and the nine months ended September 30, 2004
and 2003 are as follows:

                             Three Months Ended           Nine Months Ended
                                September 30,               September 30,
                          -------------------------- --------------------------
                                2004        2003          2004          2003
                                ----        ----          ----          ----
                            Net           Net           Net          Net
                           Sales    %   Sales     %   Sales    %    Sales   %
                           -----    -   -----     -   -----    -    -----   -
Holographic Products .... $ 5.0   22.9  $ 3.7   24.4  $13.6   21.9  $11.7  24.7
Printed Products ........   9.2   42.3    3.6   24.0   23.1   37.3   12.9  27.2
Pharmaceutical Products .   3.2   14.9    2.7   17.8    9.0   14.5    8.6  18.1
Security Products .......   1.8    8.3    2.4   15.9    7.3   11.9    5.6  11.8
Simulated Metal and Other
  Pigmented Products ....   2.5   11.6    2.7   17.9    8.9   14.4    8.6  18.2
                          -----  -----  -----  -----  -----  -----  ----- -----
Total ................... $21.7  100.0  $15.1  100.0  $61.9  100.0  $47.4 100.0
                          =====  =====  =====  =====  =====  =====  ===== =====

The following is sales by  geographic  area for the three months and nine months
ended  September  30,  2004 and  2003 and  long-lived  asset  information  as of
September 30, 2004 and December 31, 2003:

                               Three months ended         Nine months ended
                                  September 30,              September 30,
                              -----------------------     ----------------------
Net Sales (In Thousands)        2004          2003          2004          2003
                                ----          ----          ----          ----
United States ..........       $11,757       $ 7,278       $32,603       $21,974
Europe .................         6,752         5,533        19,797        17,704
Other Foreign ..........         3,209         2,263         9,497         7,795
                               -------       -------       -------       -------
Total ..................       $21,718       $15,074       $61,897       $47,473
                               =======       =======       =======       =======

Long Lived Assets
(In Thousands)                          September 30, 2004    December 31, 2003
                                        ------------------    ----------------
United States ..........................      $18,641             $18,543
Europe .................................       12,212              10,807
                                              -------             -------
Total ..................................      $30,853             $29,350
                                              =======             =======

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



<PAGE>




Note 4.  Debt Financing

On August 25,  2004,  the Company  utilized an  Illinois  Revenue  Bond (IRB) to
permanently  finance the  acquisition  of the land and  building  bordering  its
Chicago Heights,  Illinois facility. The face amount of the IRB is $2.0 million.
At  closing,  $1,760,000  was drawn.  The  Company  used the  proceeds  to repay
borrowings  under  its  revolving  credit  agreement.  The IRB  carries a weekly
floating  interest rate based on the  remarketing  agent surveying the market to
determine  the rate  necessary to remarket  bonds at par. On September 30, 2004,
the rate was 1.50%. The IRB will amortize  $100,000  annually over 20 years. The
Company also extended the maturity date of its revolving  credit  agreement with
its main domestic bank to April 1, 2006, and increased the maximum  availability
under the borrowing  revolving credit  agreement  increased to $8.0 million from
$5.5 million.  This agreement bears interest at prime. The Company also extended
its  European  revolving  credit  agreement  to April 1, 2006,  and  reduced its
maximum  borrowings  availability  under this  revolving  loan agreement to $6.0
million from $8.4 million.  This note bears interest at 1.0% over Euro overnight
index average.

Note 5.  Comprehensive Income

The Company's total comprehensive income was as follows:

                                         Three Months Ended September 30,
                                         --------------------------------
                                              2004            2003
                                              ----            ----
Net income (loss)........................  $1,300,906      ($316,427)
Foreign currency translation adjustment..     267,876        241,606
                                           ----------      ----------
Total comprehensive income (loss)........  $1,568,782      ($ 74,821)
                                           ==========      ==========

                                          Nine Months Ended September 30,
                                          -------------------------------
                                              2004            2003
                                              ----            ----
Net income...............................  $2,948,395       $  40,151
Foreign currency translation adjustment..     243,163         972,011
                                           ----------      ----------
Total comprehensive income...............  $3,191,558      $1,012,162
                                           ==========      ==========

Note 6.  Contingencies and Commitments

From time to time, the Company is subject to legal proceedings and claims, which
arise, in the normal course of its business.  In the opinion of management,  the
amount of  ultimate  liability  with  respect to these  actions  will not have a
material  adverse  effect on the  Company's  consolidated  financial  condition,
results of operations or cash flows.

The  Company  has no  material  commitments  to  purchase  capital  assets as of
September 30, 2004.


<PAGE>






Note 7.  Derivative Instruments

On April 4, 2003, the Company  executed two interest rate swap agreements to fix
the interest  rates on the Company's U.S. term loans.  The Company  entered into
these  agreements  to reduce the risk of adverse  changes in  variable  interest
rates. The notional  amounts were $4,606,324  (with a fixed rate of 4.43%),  and
$2,303,840  (with a fixed rate of 4.82%) on April 4, 2003.  The swap  agreements
terminate  on January 31,  2008.  Changes in the fair value of  derivatives  are
recorded  each  period  in  current  earnings  or  other  comprehensive  income,
depending on whether a derivative is  designated as part of a hedge  transaction
and, if it is, the type of hedge  transaction.  These derivatives do not qualify
for hedge accounting and accordingly,  the Company has recorded these derivative
instruments  and the associated  assets or liabilities at their fair values with
the  related  gains  or  losses  recorded  as other  income  or  expense  in the
consolidated statements of income.

Note 8.  Supplemental Pro Forma Information

The Company currently  accounts for stock based  compensation in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  Interpretations.  Had the Company  accounted for stock
based  compensation  in  accordance  with  Statement  of  Financial   Accounting
Standards No. 123 (SFAS No. 123) "Accounting for Stock-Based  Compensation," the
Company  would have  reported the  following pro forma amounts for the three and
nine months ended September 30, 2004 and June 30, 2003:

                                     Three Months Ended      Nine Months Ended
                                    ---------------------   --------------------
                                    09/30/04     09/30/03   09/30/04  09/30/03
                                    --------     --------   --------  --------

Net income (loss) as reported...... $1,300,906  ($316,427)  $2,948,395  $40,151
Pro forma adjustment - additional
  compensation expense had
  SFAS No. 123 been adopted,
  net of tax.......................    (16,296)   (16,433)     (48,887) (44,238)
                                    -----------  ---------  ----------- --------
Pro forma net income (loss)........ $1,284,610  ($332,860)  $2,899,508  ($4,087)

Diluted earnings (loss) per share
  as reported...................... $0.29       ($0.07)     $0.66         $0.01
Pro forma effect of
  compensation expense ............  0.00        (0.01)     (0.01)        (0.01)
                                    -----------  ---------  ----------- --------
Pro forma diluted earnings (loss)
  per share ....................... $0.29       ($0.08)     $0.65         $0.00



<PAGE>






Note 9.  Net Operating Loss Tax Asset

Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards  (NOLs)  totaling 7.2 million Euros through  September 30, 2004.  These
NOLs are being carried  forward to offset future taxable income in Germany.  The
Company  has  recorded  cumulative  deferred  tax  assets of $3.2  million as of
September  30, 2004  relating to the benefit of these NOLs.  At present time the
unused NOLs have no expiration  date.  Although  realization of the deferred tax
asset is not assured,  the Company has concluded that it is more likely than not
that the tax asset will be realized,  and accordingly no valuation allowance has
been provided.  This is principally  based upon a prudent and feasible  business
strategy  which shifts  production  to the  Company's  plant in Germany and also
after considering benefits realized from cost reduction measures the Company has
already taken  including  closing the UK finishing  operations and warehouse and
reducing  employee  headcount.  If the  Company  concludes  that as a result  of
actions planned or taken,  that the operating results in Germany can not achieve
and maintain profitability,  or if there are changes to the Germany tax law, the
Company  may need to  adjust  the value of the  Company's  deferred  tax  assets
resulting in a reduction to income in the period in which such  determination is
made.

Note 10.  Stock Issuance to Officer

On August 20, 2004, the Compensation Committee of the Board of Directors granted
4,710  shares of  non-registered  company  voting  common  stock to Mr.  Gregory
Jehlik,  President  and  Chief  Executive  Officer,  in  consideration  for  his
contributions to the Company. The Company recorded a compensation charge for the
fair market value of the stock of approximately $29,000 in conjunction with this
grant.



<PAGE>




            Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Overview  The Company  formulates,  manufactures  and sells  chemically-complex,
transferable,  multi-layer coatings for use in many diversified markets, such as
holographic packaging and authentication seals, furniture and building products,
pharmaceutical  products and transaction  cards (including  credit cards,  debit
cards, ATM cards and access cards), and intaglio printing.

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

Results of Operations

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

                                           Three Months Ended Nine Months Ended
                                             September 30,      September 30,
                                            ----------------- -----------------
                                             2004     2003     2004      2003
                                             ----     ----     ----      ----
                                              (Unaudited)      (Unaudited)

Net sales ..................................  100.0%   100.0%   100.0%   100.0%
                                              ------   ------   ------   ------
Cost of goods sold (excluding
  depreciation and amortization
  shown below) .............................   63.8     69.4     64.5     66.6
Selling, general and administrative ........   16.9     21.1     18.2     21.1
Research and development ...................    3.6      3.6      3.5      3.4
Depreciation and amortization ..............    5.7      7.3      5.8      6.9
                                              ------   ------   ------   ------
 Operating income (loss) ...................   10.0     (1.4)     8.0      2.0
Interest expense and other .................    1.4      1.6      1.2      1.9
                                              ------   ------   ------   ------
 Income (loss) before taxes ................    8.6     (3.0)     6.8      0.1
Provision (benefit) for income taxes .......    2.6     (0.9)     2.0      0.0
                                              ------   ------   ------   ------
 Net income (loss) .........................    6.0%   (2.1 )%    4.8%    0.1%
                                              ======   =======  ======   ======




<PAGE>






Quarter Ended September 30, 2004 Compared to Quarter Ended September 30, 2003
-----------------------------------------------------------------------------

Net sales for the quarter  ended  September  30, 2004  increased  44.1% to $21.7
million,  from $15.1 million for the quarter ended  September 30, 2003. The Euro
appreciated in value 8% compared to the U.S. dollar, and as a result,  increased
sales  approximately  $0.4  million in the third  quarter  of 2004.  Holographic
products sales  increased  35.1% to $5.0 million for the quarter ended September
30, 2004,  compared to $3.7 million for the quarter  ended  September  30, 2003.
This increase was primarily due to increased volumes for existing  customers and
new applications of the Company's HoloLam Plus(TM),  patent applied for. HoloLam
Plus is a full-face holographic laminate for transaction cards that offers a new
method to produce material that is a registered full face  holographic  image on
transaction  cards.  Printed  products sales  increased  153.3% to $9.2 million,
compared to $3.6 million for the same quarter in the prior year.  This  increase
was primarily due to an increase in market share  domestically  as a result of a
major  competitor  withdrawing  from the market.  Pharmaceutical  products sales
during these same periods  increased  20.7% to $3.2 million,  from $2.7 million,
primarily  due to increased  demand  worldwide.  Security  products (mag stripe,
signature  panels  and  tipping  products  for  credit  cards,  intaglio-printed
products and gift cards) sales for these same  periods  decreased  24.1% to $1.8
million from $2.4 million.  This decrease was primarily the result of the slower
ramp up of gift cards which  should be made up in the fourth  quarter.  Sales of
simulated metal and other pigmented  products for these periods  decreased 11.6%
to $2.5  million,  from $2.7  million,  primarily  due to the sluggish  European
economy, offset by the strength of the Euro compared to the U.S. dollar, and the
strength of domestic sales.

Cost of goods sold for the quarter ended  September 30, 2004 increased  32.2% to
$13.8 million, from $10.5 million for the quarter ended September 30, 2003. This
increase was primarily due to the impact of higher sales as discussed above. The
cost of goods sold as a percentage of net sales for the quarter ended  September
30, 2004 decreased to 63.8% from 69.4% for the quarter ended  September 30, 2003
primarily due to the reasons noted above and leveraging  fixed  production costs
over a larger sales base.

Selling, general and administrative expenses for the quarter ended September 30,
2004  increased  15.1% to $3.7 million,  from $3.2 million for the quarter ended
September 30, 2003, due to the Company adding sales and marketing  resources and
the  strength of the Euro  compared  to the U.S.  dollar.  Selling,  general and
administrative  expenses for the quarter ended September 30, 2004 decreased as a
percentage of net sales to 16.9% from 21.1% for the quarter ended  September 30,
2003.  This  decrease in  percentage  was  primarily due to the impact of higher
sales.

Research and  development  expenses  for the quarter  ended  September  30, 2004
increased  45.8% to $787,000 from  $540,000 for the quarter ended  September 30,
2003.  This  increase  was  primarily  due to an  increase  in wages and related
performance  incentives.  Research and development expense for the quarter ended
September  30, 2004 and for the quarter  ended  September  30, 2003 remained the
same at 3.6%.


<PAGE>






Depreciation and amortization  expenses for the quarter ended September 30, 2004
increased  13.2% to $1,238,000  from  $1,094,000 for the quarter ended September
30,  2003.  This  increase  was  primarily  due to an increase  in  depreciation
associated with  additional  capital  spending.  Depreciation  and  amortization
expense as a percentage  of net sales for the quarter  ended  September 30, 2004
decreased to 5.7% from 7.3% for the quarter ended September 30, 2003,  primarily
due to higher sales in 2004.

Operating  income for the quarter ended September 30, 2004,  increased to income
of $2.2 million,  from a loss of ($218,000) for the quarter ended  September 30,
2003.  The  increase  in  operating  income is  primarily  a result of the above
reasons described above in the paragraphs relating to sales, costs and expenses.
Operating  income for the quarter  ended  September  30,  2004,  increased  as a
percentage  of net sales to 10.0%  from a loss of (1.4%) for the  quarter  ended
September 30, 2003. This increase is a result of the above.

Interest expense, net for the quarter ended September 30, 2004 decreased 2.1% to
$308,000,  from $314,000 for the quarter ended September 30, 2003. This decrease
in interest  expense is  primarily  due to increased  borrowings  to finance the
purchase  of the land and  building  bordering  the  Company's  Chicago  Heights
facility, offset by lower interest rates.

Rental  (income),  net for the quarter ended  September  30, 2004,  increased to
$50,000,  from $5,000 for the quarter ended September 30, 2003. This increase in
rental income is primarily due to the rent being paid on the newly acquired land
and building  bordering the Company's  Chicago Heights  facility,  by the former
owner as they phase out of the property.

Interest rate swap valuation provision for the quarter ended September 30, 2004,
increased to a provision of $49,000, from a $71,000 benefit in the quarter ended
September  30,  2003.  This  increase  represents  the change in value of a swap
agreement  entered  into by the  Company  in  April  2003.  It is the  Company's
intention to utilize this swap until its maturity.  Interest rate swap valuation
provision for the quarter ended  September 30, 2004 increased as a percentage of
sales to 0.2% from  (0.5%)  for the  quarter  ended  September  30,  2003.  This
increase is a result of the reasons noted above.

Provision  (benefit) for income taxes for the quarter ended  September 30, 2004,
decreased  511.1% to a provision of $571,000,  from a benefit of ($139,000)  for
the quarter ended  September  30, 2003.  The effective tax rate for the quarters
ended September 30, 2004 and 2003 were both 30.5%.

Net income  increased 511.1% to $1.3 million for the quarter ended September 30,
2004,  from a loss of ($316,000) for the quarter ended  September 30, 2003. This
increase is net income is primarily due to the reasons noted above.


<PAGE>



Nine Months Ended September 30, 2004
Compared to Nine Months Ended September 30, 2003
------------------------------------------------

Net sales for the nine months ended  September 30, 2004 increased 30.4% to $61.9
million,  from $47.4 million for the nine months ended  September 30, 2003.  The
Euro  appreciated in value 10.1% compared to the U.S.  dollar,  and as a result,
increased sales  approximately  $1.6 million for the nine months ended September
30, 2004.  Holographic  product sales  increased  15.8% to $13.6 million for the
nine months ended September 30, 2004, compared to from $11.7 for the nine months
ended  September  30,  2003,  primarily  due to an increase in demand due to new
applications for holographic products.  Printed product sales increased 78.5% to
$23.1 million, from $12.9 million,  primarily due to an increase in market share
domestically  as a result of a major  competitor  withdrawing  from the  market.
Pharmaceutical  product  sales for this period  increased  4.6% to $9.0 million,
from $8.6 million,  primarily due to increased sales in Europe, offset by softer
domestic demand. Security product (magnetic stripe, signature panels and tipping
products for transaction cards,  intaglio-printed products and gift cards) sales
for these  periods  increased  30.6% to $7.3 million,  from $5.6  million.  This
increase comes primarily from increased sales of gift cards.  Sales of simulated
metal and other  pigmented  products for these  periods  increased  3.7% to $8.9
million,  from $8.6 million in the first nine months of 2003.  This  increase is
primarily  due to the  strength  of the Euro  compared  to the U.S.  dollar  for
European sales and the increase in domestic sales.

Cost of goods sold for the nine months ended  September 30, 2004 increased 26.3%
to $39.9  million,  from $31.6  million for the nine months ended  September 30,
2003.  This increase was  primarily  due to higher sales in 2004.  Cost of goods
sold for the nine months ended  September 30, 2004  decreased as a percentage of
net sales to 64.5% from 66.6% for the nine months ended September 30, 2003. This
decrease  was  primarily  due  to  better  utilization  of the  Company's  fixed
manufacturing costs and higher productivity offset by higher material costs.

Selling, general and administrative expenses for the nine months ended September
30,  2004  increased  12.1% to $11.2  million,  from $10.0  million for the nine
months ended  September 30, 2003. This increase in expenses was primarily due to
hiring and  relocation of  personnel,  plus the strength of the Euro against the
U.S. dollar.  Selling,  general and administrative  expenses for the nine months
ended  September  30, 2004  decreased as a percentage of net sales to 18.2% from
21.1% for the nine months ended September 30, 2003, primarily due to the reasons
noted above.

Research and  development  expenses for the nine months ended September 30, 2004
increased  34.5% to $2.2  million,  from $1.6  million for the nine months ended
September  30, 2003.  This increase in expenses was primarily due to an increase
in wages and related performance  incentives.  Research and development expenses
for the nine months ended  September  30, 2004  increased as a percentage of net
sales to 3.5%, from 3.4% for the nine months ended September 30, 2003, primarily
due to higher personnel costs offset by a higher sales volume.

Depreciation and  amortization  expenses for the nine months ended September 30,
2004  increased  10.3% to $3.6 million,  from $3.3 million for the quarter ended
September  30,  2003.  This  increase  was  primarily  due  to  an  increase  in
depreciation  associated  with additional  capital  spending.  Depreciation  and
amortization  expense as a  percentage  of net sales for the nine  months  ended
September  30,  2004  decreased  to 5.8%  from  6.9% for the nine  months  ended
September 30, 2003, primarily due to higher sales in 2004.


<PAGE>





Operating  income for the nine months ended September 30, 2004 increased  414.0%
to $5.0 million, from $1.0 million for the nine months ended September 30, 2003.
The increase in operating income is primarily due to the reasons described above
in the paragraphs  relating to sales,  costs and expenses.  Operating income for
the nine months ended  September 30, 2004 as a percentage of net sales increased
to 8.0% from 2.0% for the nine months ended September 30, 2003. This increase is
primarily due to the reasons described above reasons described above.

Interest  expense,  net for the nine months ended  September 30, 2004  increased
8.7% to $0.9 million,  from $0.8 million for the nine months ended September 30,
2003.  This increase was  primarily  due to increased  borrowings to finance the
purchase  of the land and  building  bordering  the  Company's  Chicago  Heights
facility offset by lower interest rates.

Rental (income),  net for the nine months ended September 30, 2004, increased to
$118,000,  from  $20,000 for the nine months  ended  September  30,  2003.  This
increase in rental  income is primarily  due to the rent being paid on the newly
acquired land and building bordering the Company's Chicago Heights facility,  by
the former owner as they phase out of the property.

Interest rate swap valuation  provision for the nine months ended  September 30,
2004,  decreased  to a $47,000  benefit,  from a $107,000  provision in the nine
months ended September 30, 2003. This decrease represents the change in value of
a swap agreement  entered into by the Company in April 2003. It is the Company's
intention to utilize this swap until its maturity.  Interest rate swap valuation
provision for the nine months ended September 30, 2004 decreased as a percentage
of sales to 0.1% from 0.2% for the nine months ended  September  30, 2003.  This
decrease is a result of the reasons noted above.

Income taxes for the nine months  ended  September  30, 2004,  increased to $1.3
million, from $18,000 for the nine months ended September 30, 2003. The increase
in the effective tax rate for both the nine months ended  September 30, 2004 and
2003 was 30.5%.  The increase in income taxes was  primarily due to the increase
in income discussed above.

Net income for the nine months  ended  September  30,  2004,  increased  to $2.9
million,  up from $40,000 for the nine months  ended  September  30, 2003.  This
increase in net income is primarily due to the reasons  described  above reasons
described above in the paragraphs relating to sales, costs and expenses.


<PAGE>



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

The Company's  working  capital  increased by $3.5 million during the first nine
months of 2004.  The primary  reasons are  increases of $3.4 million in customer
receivables,  $1.1 million in inventories, $3.8 million in cash and $0.2 million
in prepaid and other current assets and deferred assets of $0.2 million,  offset
by an increase in current  portion of long-term debt of $1.8 million  (primarily
resulting from converting some long-term debt into  short-term  debt),  and $3.4
million in accounts payable, accrued compensation and benefits, accrued expenses
and other accrued liabilities.

At  September  30,  2004,  the  Company had  available  $6.8  million  under the
revolving  credit  agreement  maintained  with the Company's  primary bank. This
agreement, which expires April 1, 2006, is collateralized by the Company's trade
accounts  receivables and  inventories.  The Company  believes that the net cash
provided by  operating  activities  and amounts  available  under the  revolving
credit  agreement  are  sufficient  to finance the  Company's  growth and future
capital  requirements.  The  Company  has no  material  commitments  to purchase
capital assets as of September 30, 2004.

The  Company's  cash provided by operations  increased  $2.9 million  during the
first nine months of 2004. The primary  reasons were an increase of $2.9 million
in net  income,  plus an increase of $2.9  million in accrued  compensation  and
benefits, a decrease of $0.6 million in prepaid and other assets, an increase of
$0.2 million in depreciation, an increase of $1.5 million in accrued expenses an
other liabilities, offset by an increase in accounts receivable of $2.4 million,
an increase of $1.1 million in inventories, an increase of $0.2 million in other
assets, an increase of $0.6 million in deferred income taxes, a decrease of $0.7
million  in  accounts  payable  and a $0.2  million  decrease  in  valuation  of
derivative.

Debt Financing
--------------

On August 25,  2004,  the Company  utilized an  Illinois  Revenue  Bond (IRB) to
permanently  finance the  acquisition  of the land and  building  bordering  its
Chicago Heights,  Illinois facility. The face amount of the IRB is $2.0 million.
At  closing,  $1,760,000  was drawn.  The  Company  used the  proceeds  to repay
borrowings  under  its  revolving  credit  agreement.  The IRB  carries a weekly
floating  interest rate based on the  remarketing  agent surveying the market to
determine  the rate  necessary to remarket  bonds at par. On September 30, 2004,
the rate was 1.50%. The IRB will amortize  $100,000  annually over 20 years. The
Company also extended the maturity date of its revolving  credit  agreement with
its main domestic bank to April 1, 2006, and increased the maximum  availability
under borrowing.  The revolving credit agreement  increased to $8.0 million from
$5.5 million.  This agreement bears interest at prime. The Company also extended
its  European  revolving  credit  agreement  to April 1, 2006,  and  reduced its
revolving  loan  agreement to $6.0 million  from $8.4  million.  This note bears
interest at 1.0% over Euro overnight index average.

Euro Conversion
---------------

Member countries of the European Union have  established  fixed conversion rates
between their existing currencies ("legacy currencies") and one common currency,
the Euro. Since January 1, 2002, the new Euro-denominated notes and coins are in
circulation  and legacy  currencies  have been withdrawn from  circulation.  The
Company has a manufacturing facility located in a member country (Germany),  and
the  conversion  to the Euro has  eliminated  currency  exchange  rate  risk for
transactions  among  the  member  countries,  which  for the  Company  primarily
consists  of payments  to  suppliers.  In  addition,  because  the Company  uses
foreign-denominated  debt to meet its financial  requirements  and to reduce its
foreign currency risks,  certain of these financial  instruments are denominated
in Euro to  finance  European  activities.  The  Company  addressed  all  issues
involved with converting to the new currency,  and the conversion did not have a
significant  impact on its  financial  position,  results of  operations or cash
flows.  At September 30, 2004, the Company had total assets of $29.0 million and
net assets of $15.6 million invested in Europe.




<PAGE>

       Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not use derivative financial instruments to address currency or
commodity  pricing risks.  The following  methods and  assumptions  were used to
estimate  the fair  value of each  class of  financial  instruments  held by the
Company for which it is practicable to estimate that value.  The carrying amount
of cash equivalents  approximates their fair value because of the short maturity
of  those  instruments.   The  estimated  fair  value  of  accounts   receivable
approximated  its  carrying  value at  September  30, 2004 and December 31, 2003
based upon  analysis  of their  collectability  and net  realizable  value.  The
estimated fair value of the Company's  long-term debt  approximated its carrying
value at September 30, 2004 and December 31, 2003,  based upon market prices for
the same or similar  type of financial  instrument.  The Company  minimizes  its
exposure to the impact of  fluctuation  in foreign  exchange rates in situations
for  certain  sales for  products  sold in Europe but  manufactured  in the U.S.
through the movement of  production  of those  products to Europe.  There are no
other activities of the Company where management  believes exchange rates have a
material  impact with respect to the underlying  transactions.  In January 2003,
the Company renewed its main loan agreements.  The two main domestic loans, Term
Loan A and Term Loan B were renewed at a floating  prime rate of interest with a
one-time  option to lock in a fixed rate of interest.  The Company  executed two
interest rate swap agreements to the fixed interest rate on Term Loan A at 4.82%
on the  principal  balance  of  $2,303,840,  and  Term  Loan B at  4.43%  on the
principal balance of $4,606,324 on April 4, 2003. The swap agreements  terminate
on January 31, 2008.  Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge  transaction and, if it is, the type
of hedge transaction.  These derivatives do not qualify for hedge accounting and
accordingly,  the  Company  will record  these  derivative  instruments  and the
associated  assets or liabilities at their fair values with the related gains or
losses  recorded as other income or expense in the  consolidated  statements  of
income.

Item 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and  principal  financial  officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and  procedures  upon which these  financial  statements and management
discussion  are based  pursuant to Securities  Exchange Act Rule 13a-15(d) as of
September 30, 2004. Based on their evaluation,  our principal  executive officer
and principal  financial officer have concluded that the Company's  controls and
procedures  were  effective as of September 30, 2004.  There were no significant
changes in our internal  controls or in other  factors that could  significantly
affect these controls in the third quarter of 2004.



<PAGE>




                           Part II - Other Information


Item 6 - Exhibits and Reports on Form 8-K

a.      Exhibits

        10.1(a) Bond Purchase Agreement dated August 25, 2004 between
                the Company and LaSalle Capital Markets, a division of
                ABN AMRO Financial Services, Inc.

        10.1(b) Letter of Credit Agreement dated July 1, 2004 between
                the Company and LaSalle National Bank Association.

        10.1(c) Loan Agreement dated July 1, 2004 between the Company
                and the Illinois Finance Authority.

        31.1    Certification of CEO required by Rule 13a-14(a) or
                Rule 15d-14(a) of the Security and Exchange Act of 1934.

        31.2    Certification of CFO required by Rule 13a-14(a)
                or Rule 15d-14(a) of the Security and Exchange Act of 1934.

        32.1    Certification of CEO required by Rule 13a-14(a)
                or Rule 15d-14(a) of the Security and Exchange Act of 1934
                and Section 906 of the Sarbanes-Oxley Act of 2002.

        32.2    Certification of CFO required by Rule 13a-14(a)
                or Rule 15d-14(a) of the Security and Exchange Act of 1934
                and Section 906 of the Sarbanes-Oxley Act of 2002.

b.      Reports on Form 8-K
        In addition to those reports previously disclosed by the Company,
        during the fiscal third quarter of 2004, and through the date of this
        filing, the Company filed:

        -       A Report on Form 8-K dated October 1, 2004, reporting on
                Item 5.02 (Departure of Directors or Principal Officers;
                Election of Directors; Appointment of Principal Officers)
                and Item 9.01(Financial Statements and Exhibits) in connection
                with the appointment of Gregory Jehlik as Chief Executive
                Officer of the Company; and

        -       A Report on Form 8-K dated October 25, 2004, reporting on
                Item 2.02 (Results of Operations and Financial Condition) and
                Item 9.01(Financial Statements and Exhibits) in connection with
                the release of the Company's earnings for the third quarter.
                In accordance with General Instruction B of Form 8-K, this
                Report on Form 8-K is not deemed to be "filed" for purposes
                of Section 18 of  the Securities Exchange Act of 1934
                (the "Exchange Act"), and is not subject to the liabilities of
                that section. We are not incorporating, and will not
                incorporate by reference, such Report into the Quarterly Report
                on Form 10-Q for the quarter ended September 30, 2004, or any
                other filing under the Securities Act of 1933 or the Exchange
                Act.



<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 October 26, 2004.


                                   CFC INTERNATIONAL, INC.


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