UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


(Mark One)
         X              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly
                        period ended March 31, 2001

                        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
         ----
                  For the transition from              to
                                          ------------    --------------

                           Commission File No. 027222

                             CFC INTERNATIONAL, INC.

                  (Exact name of Registrant as specified in its charter)

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

                500 State Street, Chicago Heights, Illinois 60411

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



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

                           YES  ( X )                            NO  (     )

As of May 04, 2001, the Registrant had issued and outstanding  4,061,016  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 - March 31, 2001
          and December 31, 2000.....................................      5

          Consolidated Statements of Income for the
          three (3) months ended March 31, 2001 and
          March 31, 2000............................................      6

          Consolidated Statements of Cash Flows for the
          three (3) months ended March 31, 2001 and
          March 31, 2000.............................................      7

          Notes to Consolidated Financial Statements.................    8-9

     Item 2 - Management's Discussion and Analysis of Financial
     Condition and Results of Operations.............................  10-12

Part II - Other Information:

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

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




<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    Changes in economic and market conditions that impact market growth trends
     or otherwise impact the demand for the Company's products and services;

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

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

o    Changes in raw material costs and the Company's ability to adjust selling
     prices;

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

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


<PAGE>




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

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

o    Control of the Company by a principal stockholder.

The risks included here are not exhaustive. 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 May 4, 2001 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
                      MARCH 31, 2001 AND DECEMBER 31, 2000

                                                      March 31,    December 31,
                                                        2001           2000
                                                        ----           ----
                                                     (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .........................  $   615,887   $   298,871
Accounts receivable, less allowance
  for doubtful accounts of $791,000
  and $537,000 at March 31, 2001 and
  December 31, 2000 respectively ..................   11,035,827    10,522,503
Inventories:
  Raw materials ...................................    3,251,991     3,379,534
  Work in process .................................    1,588,703     1,442,497
  Finished goods ..................................    5,210,108     6,251,791
                                                       ---------     ---------
                                                      10,050,802    11,073,822
Prepaid expenses and other current assets..........      182,032       313,871
Deferred income taxes..............................    2,607,789     2,806,060
                                                       ---------     ---------
  Total current assets.............................   24,492,337    25,015,127
                                                      ----------    ----------
Property, plant and equipment, net.................   25,140,572    26,402,365
Other assets.......................................    4,985,400     4,983,729
                                                       ---------     ---------
Total assets....................................... $ 54,618,309  $ 56,401,221
                                                    ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.................. $  3,794,899  $  3,384,173
Accounts payable...................................    3,458,323     2,563,536
Accrued environmental liability....................      140,011       140,011
Accrued compensation and benefits..................    1,083,143     1,240,811
Other accrued expenses and current liabilities.....    3,171,684     2,746,457
                                                       ---------     ---------
  Total current liabilities........................   11,648,060    10,074,988
                                                      ----------    ----------
Deferred income taxes..............................    1,963,346     2,197,160
Long-term debt.....................................   18,755,734    21,033,717
                                                      ----------    ----------
  Total liabilities................................   32,367,140    33,305,865
                                                      ----------    ----------

STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000 shares
  authorized; 4,427,939 and 4,423,595 shares
  issued at March  31, 2001 and
  December 31, 2000 respectively...................       44,082       44,039
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.........................   11,831,119   11,784,084
Retained earnings..................................   14,704,700   14,547,001
Accumulated other comprehensive income.............   (2,535,293)  (1,513,407)
                                                      ----------   ----------
                                                      24,049,738   24,866,847
Less 380,596 and 374,746 treasury shares
  of common stock, at cost, at March 31, 2001
  and December 31, 2000 respectively...............   (1,798,569)  (1,771,491)
               --- ----                               ----------   ----------
                                                      22,251,169   23,095,356
                                                      ----------   ----------
  Total liabilities and stockholders' equity....... $ 54,618,309 $ 56,401,221
                                                    ============ ============




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


<PAGE>




                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2001           2000
                                                       ----           ----
                                                           (Unaudited)

Net sales ........................................  $16,309,842    $18,258,436
Cost of goods sold ...............................   11,283,540     11,375,060
                                                     ----------     ----------
Gross profit .....................................    5,026,302      6,883,376
                                                      ---------      ---------
Marketing and selling expenses ...................    1,770,794      2,194,357
General and administrative expenses ..............    1,927,033      2,238,091
Research and development expenses ................      629,605        741,264
                                                        -------        -------
                                                      4,327,432      5,173,712
                                                      ---------      ---------
Operating income .................................      698,870      1,709,664

Other (income) expense:
  Interest .......................................      402,046        294,435
  Miscellaneous ..................................       41,721        169,002
                                                         ------        -------
                                                        443,767        463,437
                                                        -------        -------
Income before income taxes .......................      255,103      1,246,227
Provision for income taxes .......................       97,404        435,315
                                                         ------        -------
Net income .......................................  $   157,699    $   810,912
                                                    ===========    ===========

Basic earnings per share..........................    $    0.03      $    0.18
Diluted earnings per share........................    $    0.03      $    0.18


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



<PAGE>



                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                            2001        2000
                                                            ----        ----
                                                        (Unaudited) (Unaudited)
Cash flow from operating activities:
Net income ............................................ $  157,699  $   810,912
  Adjustments to reconcile net income to
   net cash provided by operating activities:
     Depreciation and amortization ....................  1,071,683      847,132
     Deferred income taxes ............................   (169,872)           -
     Changes in assets and liabilities:
       Accounts receivable ............................ (1,096,341)  (1,189,638)
       Inventories ....................................    551,202   (1,387,733)
       Other current assets ...........................      6,082      563,355
       Accounts payable ...............................    995,644      923,018
       Accrued compensation and benefits ..............    (52,697)     303,074
       Accrued expenses and other current liabilities..  1,008,569     (619,840)
                                                        -----------  -----------
Net cash provided by operating activities..............$ 2,471,969    $ 250,280
                                                       -----------    ---------

Cash flows from investing activities:
  Additions to property, plant and equipment..........    (557,896)    (901,045)
  Cash paid for acquired business rights..............           -     (356,206)
                                                       ------------   ----------
Net cash used in  investing activities................    (557,896)  (1,257,251)
                                                       ------------  -----------

Cash flows from financing activities:
  Proceeds from revolving loan........................     420,055            -
  Repayments of revolving loan........................    (653,063)           -
  Proceeds from term loans............................           -       90,493
  Repayments of term loans............................  (1,306,804)           -
  Repayment of capital lease..........................      (6,950)           -
  Issuance of common stock............................      19,082       16,325
  Repurchase of common stock for treasury stock.......     (27,078)           -
                                                        -----------   ----------
Net cash provided by (used in) financing activities...  (1,554,758)     106,818
                                                        -----------   ----------

Effect of exchange rate changes on cash
  and cash equivalents................................     (42,299)     197,443
                                                        -----------   ----------
Increase (decrease) in cash and cash equivalents......     317,016     (702,710)

Cash and cash equivalents:
Beginning of period...................................     298,871    1,908,989
End of Period.........................................   $ 615,887  $ 1,206,279

Non-cash financing and investing activities:
  Issuance of installment note payable for
   acquisition of business rights.....................   $       -  $ 3,240,000

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


<PAGE>





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000
                                   (Unaudited)


Note 1.  Basis of Presentation

In the opinion of management,  the accompanying  unaudited interim  consolidated
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring adjustments) necessary to present fairly the financial position of CFC
International,  Inc.  (the  Company) as of March 31, 2001 and December 31, 2000,
the  results of  operations  for the three (3) months  ended  March 31, 2001 and
2000, and statements of cash flows for the three (3) months ended March 31, 2001
and 2000.

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 annual
independent audit.

Note 2.  Comprehensive Income

The Company's total comprehensive income was as follows:

                                              Three Months Ended March 31,
                                              ----------------------------
                                                 2001               2000
                                                 ----               ----

Net earnings................................  $  157,699         $810,912
Less:  foreign currency translation
  adjustment................................   1,021,886          260,876
                                               ---------          -------
Total comprehensive income (loss)........... ($  864,187)        $550,036
                                              ===========        ========

Note 3.  Earnings Per Share

                             March 31, 2001             March 31, 2000
                       -------------------------    ---------------------------
                                            Per                            Per
                       Income     Shares   Share    Income     Shares     Share
                       ------     ------   -----    ------     ------     -----

Basic Earnings Per
Share:
Income available to
 Common Stockholders..$157,699   4,564,693   $.03   $810,912   4,571,347   $.18
Effect of Dilutive
Securities:
 Options exercisable..               1,058                         3,397
 Convertible debt.....                                21,000     166,666
Diluted Earnings
 per Share............$157,699   4,565,751   $.03   $831,912   4,741,410   $.18

<PAGE>




Note 4.  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 issued by the Company and $0.4 million in
cash. This installment note was paid in the third quarter of 2000.

Note 5.  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 (in millions)  for each of these  products for the three months
ended March 31, 2001 and 2000 are as follows:

                                                              2001      2000
                                                              ----      ----
Printed Products...........................................  $ 4.7     $ 4.9

Pharmaceutical Products....................................    2.8       2.2

Security Products..........................................    1.7       1.6

Holographic Products.......................................    2.8       3.2

Specialty Pigmented and Other Simulated Metal Products.....    4.3       6.4
                                                               ---       ---
Total......................................................  $16.3     $18.3
                                                             =====     =====

The following is sales by  geographic  area for the three months ended March 31,
2001 and 2000 and long-lived asset information as of March 31, 2001 and December
31, 2000:

Sales (In Thousands)                         2001                      2000
                                           --------                   --------
United States                              $ 7,410                    $ 9,212
Germany                                      4,866                      4,469
Foreign                                      4,034                      4,577
                                           --------                   --------
Total                                      $16,310                    $18,258
                                           ========                   ========

Net Fixed Assets (In Thousands)              2001                      2000
(In Thousands)
                                           --------                 ---------
United States                              $15,830                    $15,869
Germany                                      9,190                     10,069
Foreign                                        121                        240
                                           --------                 ---------
Total                                      $25,141                    $26,178
                                           ========                 =========

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

Note 6.  Contingencies

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.


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

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

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

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

                                                      Quarter Ended March 31,
                                                      -----------------------
                                                         2001          2000
                                                         ----          ----

Net sales........................................       100.0 %       100.0 %
Cost of sales....................................        69.2          62.3
Gross profit.....................................        30.8          37.7
Selling, general and administrative..............        22.7          24.2
Research and development.........................         3.9           4.1
Operating income.................................         4.3           9.4
Interest expense and other.......................         2.7           2.6
Income before taxes..............................         1.6           6.8
Provision for income taxes.......................         0.6           2.4
                                                        -------       -------
Net income.......................................         1.0 %         4.4 %
                                                        =======       =======



<PAGE>


Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000
---------------------------------------------------------------------

Net sales for the quarter ended March 31, 2001 decreased 10.7% to $16.3 million,
from $18.3  million for the quarter  ended March 31, 2000.  Holographic  product
sales  decreased  11.2% to $2.8  million for the quarter  ended March 31,  2001,
compared to $3.2 million for the quarter ended March 31, 2000. This decrease was
due primarily to a major packaging customer reducing  inventory levels.  Printed
product sales decreased 4.5% to $4.7 million, from $4.9 million primarily due to
the softness in the manufactured housing segment.  Pharmaceutical  product sales
increased 30.0% to $2.8 million, from $2.2 million. Pharmaceutical product sales
increased  primarily as a result of a European business  replenishing  inventory
levels that had been depleted  during the fourth quarter of 2000, as compared to
an  inventory  build-up  at the end of 1999  due to the  Y2K  concerns;  and the
lowering of inventory levels in the first quarter of 2000. Security product (mag
stripe,  signature  panels,  and tipping  products for credit cards and intaglio
printed products) sales increased 3.5% to $1.7 million,  from $1.6 million. This
increase  was  primarily  a result of an  increase  in  intaglio  printed  birth
certificates  to a foreign  government.  Sales of specialty  pigmented and other
simulated  metal products  decreased  32.8% to $4.3 million,  from $6.4 million,
primarily  due to the  Company's  strategic  plan  to  eliminate  lower  margin,
high-service  products,  and the negative impact of European  currencies against
the U.S. dollar of approximately $340,000 in this product area.

Gross  profit for the  quarter  ended  March 31,  2001  decreased  27.0% to $5.0
million, from $6.9 million for the quarter ended March 31, 2000 principally as a
result of lower sales and higher material costs. The gross profit margin for the
quarter ended March 31, 2001 decreased to 30.8% from 37.7% for the quarter ended
March 31, 2000. The decrease in gross profit was primarily  attributable  to the
lower sales volume and higher material costs.

Selling,  general,  and administrative  expenses for the quarter ended March 31,
2001  decreased  16.6% to $3.7 million  from $4.4 million for the quarter  ended
March 31, 2000.  These  decreases are due primarily to the company's  efforts to
reduce the worldwide  workforce and control expenses.  As a percent of net sales
these costs were 22.7% for the quarter  ended March 31, 2001,  and 24.2% for the
quarter ended March 31, 2000.

Research and development expenses for the quarter ended March 31, 2001 decreased
15.1% to  $630,000  from  $741,000  for the  quarter  ended  March 31,  2000 due
primarily to cost  control.  Research and  development  expenses for the quarter
ended March 31, 2001  decreased as a percentage of net sales,  to 3.9% from 4.1%
for the quarter  ended March 31,  2000.  This  decrease  in  percentage  was due
primarily to the reasons noted above.

Operating  income  for the  quarter  ended  March 31,  2001  decreased  59.1% to
$699,000,  from $1.7 million for the quarter ended March 31, 2000.  The decrease
in  operating  income is due  primarily to the decrease in sales and decrease in
gross  profit as a  percentage  of sales  offset by a decrease  of  $847,000  in
operating  expenses.  Operating  income for the  quarter  ended  March 31,  2001
decreased as a percentage  of net sales to 4.3% from 9.4% for the quarter  ended
March 31, 2000. This decrease is due primarily to the reasons noted above.

Interest  expense  for the  quarter  ended  March 31,  2001  increased  36.5% to
$402,000,  from $294,000 for the quarter ended March 31, 2000. This increase was
due primarily to interest costs and additional  borrowings primarily to fund the
purchase of the Applied Holographics worldwide holographic rights.

Net income for the quarter  ended March 31, 2001  decreased  80.6% to  $158,000,
from $811,000 for the quarter ended March 31, 2000.  This decrease in net income
was due primarily to the factors as discussed above.

<PAGE>

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

The Company's working capital  decreased by $2.1 million during the quarter.  An
increase of $0.3  million in cash and an  increase  of $0.5  million in customer
receivables  (resulting  in large part from the stronger  sales during the first
quarter 2001 compared to the fourth  quarter  2000,  and the increase in foreign
receivables where longer payment terms are common), were offset by a decrease of
$1.0 million in inventories (resulting from the Company's reduction of inventory
levels,  a decrease of $0.3 million in prepaid and other  current  assets and an
increase in current  liabilities  of $1.6  million  (resulting  from better cash
management  and  repaying a term loan with  revolving  debt).  The  Company  has
focused additional  resources and attention on reducing customer receivables and
expects  levels to  decrease  in the  second  quarter of 2001.  Management  also
expects  inventory levels to be consistent  between the first and second quarter
2001.

At March 31, 2001, the Company had available $2.8 million  against the revolving
credit  agreement  maintained  with the Company's  primary bank. This agreement,
which expires April 1, 2002 is  uncollateralized  and provides for borrowings up
to  $4,500,000.  The Company  believes  that the net cash  provided by operating
activities  and amounts  available  under the  revolving  credit  agreement  are
sufficient to finance the Company's growth and future capital requirements.


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

The following  methods and  assumptions  were used to estimate the fair value of
each  class  of  financial  instruments  held by the  Company  for  which  it is
practicable  to estimate  that value.  The carrying  amount of cash  equivalents
approximates fair value because of the short maturity of those instruments.  The
estimated fair value of the Company's  long-term debt  approximated its carrying
value at March  31,  2001 and 2000  based  upon  market  prices  for the same or
similar type of financial instrument.

The Company does not use derivative  financial  instruments to address  interest
rate, currency, or commodity pricing risks.


<PAGE>






                           Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

     a. Exhibits

     Exhibit
     Number                                       Description of Exhibit
     ------                                       ----------------------

      3.1      Restated  Certificate  of  Incorporation  of the Company
               (incorporated  by reference to Exhibit 3.1 to the Company's
               registration statement on Form S-1, Registration No. 33-96110).

      3.2      Amended and Restated Bylaws of the Company (incorporated by
               reference to Exhibit 3.2 to the Company's  registration
               statement on Form S-1, Registration No. 33-96110).

      4.1      Specimen Certificate Representing Shares of Common Stock
               (incorporated by reference to Exhibit 4.1 to the Company's
               registration statement on Form S-1, Registration No. 33-96110).



<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 May 04, 2001.

                         CFC INTERNATIONAL, INC.



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





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