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, 2005

        ----    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 )

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

             YES   (  )                                  NO  ( X )

As of November 3, 2005,  the  Registrant  had issued and  outstanding  3,998,801
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, 2005 and
      December 31, 2004.........................................      5

    Consolidated Statements of Operations for the three (3)
      months and for the nine (9) months ended September 30, 2005
      and September 30, 2004....................................      6

    Consolidated Statements of Cash Flows for the nine (9)
      months ended September 30, 2005 and September 30, 2004....      7

    Notes to Consolidated Financial Statements.................. 8 - 11

  Item 2 - Management's Discussion and Analysis of Financial
    Condition and Results of Operations.........................12 - 17

  Item 3 - Quantitative and Qualitative Disclosures
    About Market Risk...........................................     18

  Item 4 - Controls and Procedures..............................     18


Part II - Other Information:

  Item 2 - Unregistered Sales of Equity Securities and
    Use of Proceeds.............................................     19

  Item 6 - Exhibits.............................................     19

  Signatures....................................................     20






<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 November 3, 2005 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, 2005 AND DECEMBER 31, 2004

                                                    September 30,   December 31,
                                                        2005            2004
                                                        ----            ----
                                                            (Unaudited)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................      $ 6,264,526     $ 4,554,699
Restricted cash ..............................          311,587         306,271
Accounts receivable, less allowance
  for doubtful accounts and customer
  credits of $1,415,000 (2005)
  and $1,320,000 (2004) ......................       14,861,225      12,547,380
Inventories:
  Raw materials ..............................        4,222,682       4,958,900
  Work in process ............................        2,339,964       3,160,195
  Finished goods .............................       10,337,910       9,590,043
                                                    -----------      ----------
                                                     16,900,556      17,709,138
Prepaid expenses and other
  current assets .............................          248,183         387,231
Deferred income tax assets....................        1,201,551       1,002,559
                                                    -----------     -----------
  Total current assets .......................       39,787,628      36,507,278
                                                    -----------     -----------
Property, plant and equipment, net ...........       26,852,183      28,602,311
Deferred income tax assets ...................        3,517,612       3,528,686
Goodwill .....................................        1,029,462       1,029,462
Intangible assets, net .......................        2,215,463       2,393,466
Other assets .................................          251,852         266,806
Fair value of interest rate swap .............          105,888          39,553
                                                    -----------     -----------
  Total assets ...............................      $73,760,088     $72,367,562
                                                    ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.............      $ 6,086,581     $ 5,625,085
Accounts payable..............................        6,357,482       6,802,792
Accrued compensation and benefits.............        1,544,893       1,427,215
Accrued bonuses...............................          652,000       2,056,778
Income taxes payable - current and deferred...        2,201,706       1,554,641
Accrued expenses and other current
  liabilities.................................        3,764,748       3,473,356
                                                    -----------     -----------
  Total current liabilities...................       20,607,410      20,939,867
                                                    -----------     -----------
Deferred income tax liabilities...............        3,221,756       3,229,584
Long-term debt, net of current portion........       14,124,763      15,698,791
                                                    -----------     -----------
  Total liabilities...........................       37,953,929      39,868,242
                                                    -----------     -----------

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 of
  4,581,526 (2005) and 4,513,111 (2004).......           45,816          45,132
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....................       13,718,673      12,822,575
Retained earnings.............................       24,680,093      21,215,235
Accumulated other comprehensive income........          297,941       1,188,860
                                                    -----------     -----------
                                                     38,747,653      35,276,932
Less - 582,727 (2005) and 574,171 (2004)
  treasury shares of common stock, at cost ...       (2,941,494)     (2,777,612)
                                                    -----------     -----------
                                                     35,806,159      32,499,320
                                                    -----------     -----------
  Total liabilities and stockholders' equity..      $73,760,088     $72,367,562
                                                    ===========     ===========

               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, 2005 AND 2004



                               Three Months Ended         Nine Months Ended
                                    September 30,            September 30,
                                2005         2004         2005         2004
                                ----         ----         ----         ----
                                    (Unaudited)               (Unaudited)

Net sales .................. $23,123,943  $21,717,862  $68,340,501  $61,897,338
Cost of goods sold
  (excluding depreciation
  and amortization shown
  below) ...................  15,155,266   13,842,067   44,107,163   39,928,751
Selling, general and
  administrative
  expenses .................   3,611,336    3,724,522   11,374,559   11,180,806
Research and development
  expenses .................     679,387      787,097    2,092,185    2,184,059
Depreciation and
  amortization expense .....   1,161,997    1,238,188    3,505,942    3,593,336
Transaction expenses .......      73,736           --      507,774           --
                             -----------  -----------  -----------  -----------
Total operating expenses ...  20,681,772   19,591,874   61,587,623   56,886,952
                             -----------  -----------  -----------  -----------
Operating income ...........   2,442,221    2,125,988    6,752,878    5,010,386
Other (income) expense:
  Interest expense, net ....     275,531      307,721      823,413      894,113
  Interest income ..........     (27,554)          --      (36,749)          --
  Interest rate swap
    valuation...............     (34,749)      49,074      (66,335)     (47,348)
  Rental income ............     (45,804)     (49,885)    (114,216)    (118,267)
  Foreign currency exchange
    (gain) loss ............       9,280     (262,717)     774,824     (289,764)
                             -----------  -----------  -----------  -----------
Total other expense, net ...     176,704       44,193    1,380,937      438,734
                             -----------  -----------  -----------  -----------
Income before income taxes..   2,265,517    2,081,795    5,371,941    4,571,652
Provision for income taxes..     799,083      650,759    1,907,083    1,419,118
                             -----------  -----------  -----------  -----------
Net income ................. $ 1,466,434  $ 1,431,036  $ 3,464,858  $ 3,152,534
                             ===========  ===========  ===========  ===========

Basic earnings per share.... $0.33         $0.33       $0.77        $0.72
Diluted earnings per share.. $0.32         $0.32       $0.75        $0.71





               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, 2005 AND 2004



                                                       Nine Months Ended
                                                         September 30,
                                                    ---------------------------
                                                         2005           2004
                                                         ----           ----
                                                            (Unaudited)

Cash flow from operating activities:
  Net income .....................................   $ 3,464,858    $ 3,152,534
    Adjustments to reconcile net
      income to net cash provided
      by operating activities:
        Depreciation and amortization ............     3,645,148      3,628,463
        Interest rate swap valuation .............       (66,335)       (47,348)
        Issuance of stock to officer .............          --           29,437
        Loss on disposition of assets ............        32,704           --
        Tax benefit of stock options .............       220,700           --
        Deferred income taxes ....................      (198,992)      (246,976)
        Changes in assets and liabilities:
          Accounts receivable, net ...............    (2,867,718)    (3,451,874)
          Inventories, net .......................       (16,176)    (1,187,063)
          Prepaid and other current assets .......        90,096       (171,528)
          Other assets ...........................       178,104       (134,261)
          Accounts payable .......................      (291,064)       119,654
          Accrued compensation and benefits ......       221,359        446,734
          Accrued bonus ..........................    (1,508,460)     1,562,657
          Income taxes payable ...................       943,945      1,302,482
          Accrued expenses and other liabilities .       490,335         56,833
                                                     -----------    -----------
Net cash provided by operating activities ........     4,338,504      5,059,744
                                                     -----------    -----------

Cash flows from investing activities:
  Additions to property, plant and equipment .....    (2,979,185)    (2,554,727)
                                                     -----------    -----------
Net cash used in investing activities ............    (2,979,185)    (2,554,727)
                                                     -----------    -----------

Cash flows from financing activities:
  Repayment of revolver ..........................      (767,151)    (2,549,225)
  Proceeds from revolver .........................     2,672,551      2,781,391
  Proceeds from term loans .......................          --        3,713,317
  Repayments of term loans .......................    (1,356,590)    (4,800,593)
  Proceeds from IRB ..............................          --        2,000,000
  Proceeds from exercise of stock options ........       342,616           --
  Repurchase of treasury shares ..................      (163,882)          --
                                                     -----------    -----------
Net cash provided by financing activities ........       727,544      1,144,890
                                                     -----------    -----------

Effect of exchange rate changes on cash
  and cash equivalents ...........................      (377,035)       128,956
                                                     -----------    -----------
Increase in cash and cash equivalents ............     1,709,827      3,778,863

Cash and cash equivalents:
Beginning of period ..............................     4,554,699      5,672,647
                                                     -----------    -----------
End of period ....................................   $ 6,264,526    $ 9,451,510
                                                     ===========    ===========

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


<PAGE>






                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2005 AND 2004
                                   (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, 2005 (unaudited) and December 31, 2004 (audited), the consolidated
results of operations  for the three months and nine months ended  September 30,
2005 and 2004  (unaudited)  respectively,  and  consolidated  statements of cash
flows for the nine months ended September 30, 2005 and 2004 (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.

Note 2.  Earnings Per Share

The table below provides the  reconciliation of the numerator and denominator in
computing earnings per share.

                                      Three Months Ended
               ----------------------------------------------------------------
                      September 30, 2005                September 30, 2004
               -------------------------------    -----------------------------
                                         Per                             Per
                  Income      Shares     Share      Income     Shares    Share
                  ------      ------     -----      ------     ------    -----

Basic earnings
 per share:
Income available
 to common
 stockholders...$1,466,434   4,511,788   $0.33   $1,431,036   4,395,399   $0.33
Effect of
 dilutive
 securities:
 Options
  exercisable...         -     108,526   (0.01)           -      45,033       -
 Convertible
  debt..........         -           -       -        6,950      47,617   (0.01)
                ----------   ---------   -----   ----------   ---------  ------
Diluted
 earnings
 per share .....$1,466,434   4,620,314   $0.32   $1,437,986   4,488,049   $0.32
                ==========   =========   =====   ==========   =========   =====

                                      Nine Months Ended
               ----------------------------------------------------------------
                      September 30, 2005                September 30, 2004
               -------------------------------    -----------------------------
                                         Per                             Per
                  Income      Shares     Share      Income     Shares    Share
                  ------      ------     -----      ------     ------    -----

Basic earnings
 per share:
Income available
 to common
 stockholders...$3,464,858   4,511,433   $0.77   $3,152,534   4,393,966   $0.72
Effect of
 dilutive
 securities:
 Options
  exercisable...         -     114,342   (0.02)           -      41,158       -
 Convertible
  debt..........       108         265       -       27,800      63,490   (0.01)
                ----------   ---------   -----   ----------   ---------  ------
Diluted
 earnings
 per share .....$3,464,966   4,626,040   $0.75   $3,180,334   4,498,614   $0.71
                ==========   =========   =====   ==========   =========   =====




<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, 2005 and 2004, and the nine months ended September 30, 2005
and 2004 are as follows:

                            Three Months Ended           Nine Months Ended
                               September 30,                September 30,
                          -------------------------   -------------------------
                              2005         2004            2005        2004
                          ------------ ------------   ------------ ------------
                           Net          Net            Net           Net
                          Sales    %   Sales    %     Sales    %   Sales    %
                          -----    -   -----    -     -----    -   -----    -
Holographic Products .... $ 7.0  30.1  $ 5.0   22.9   $17.9  26.2  $13.6  21.9
Printed Products ........   7.1  30.8    9.2   42.3    23.2  34.0   23.1  37.3
Pharmaceutical Products..   3.3  14.2    3.2   14.9    10.7  15.7    9.0  14.5
Security Products .......   3.1  13.5    1.8    8.3     7.8  11.4    7.3  11.9
Simulated Metal and Other
  Pigmented Products ....   2.6  11.4    2.5   11.6     8.7  12.7    8.9  14.4
                          ----- -----  -----  -----   ----- -----  ----- -----
Total ................... $23.1 100.0  $21.7  100.0   $68.3 100.0  $61.9 100.0
                          ===== =====  =====  =====   ===== =====  ===== =====

The following is sales by  geographic  area for the three months and nine months
ended  September  30,  2005 and  2004 and  long-lived  asset  information  as of
September 30, 2005 and December 31, 2004:

                                 Three months ended          Nine months ended
                                    September 30,              September 30,
                               ---------------------       ---------------------
Net Sales (In Thousands)        2005           2004          2005         2004
                                ----           ----          ----         ----
United States ..........       $13,060       $11,757       $37,557       $32,603
Europe .................         6,789         6,752        20,969        19,797
Other Foreign ..........         3,275         3,209         9,815         9,497
                               -------       -------       -------       -------
Total ..................       $23,124       $21,718       $68,341       $61,897
                               =======       =======       =======       =======

Long Lived Assets
(In Thousands)                   September 30, 2005          December 31, 2004
                                 ------------------          -----------------
United States..........                $18,996                    $19,117
Europe.................                 11,459                     13,215
                                       -------                    -------
Total..................                $30,455                    $32,332
                                       =======                    =======

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


<PAGE>







Note 4.  Comprehensive Income

The Company's total comprehensive income was as follows:

                                          Three Months Ended September 30,
                                          --------------------------------
                                               2005            2004
                                               ----            ----

Net income................................. $1,466,434      $1,431,036
Foreign currency translation adjustment....    (71,243)         57,987
                                            ----------      ----------
Total comprehensive income ................ $1,395,191      $1,489,023
                                            ==========      ==========

                                            Nine Months Ended September 30,
                                            -------------------------------
                                               2005            2004
                                               ----            ----

Net income................................. $3,464,858      $3,152,534
Foreign currency translation adjustment....   (890,919)        (86,094)
                                            ----------      ----------
Total comprehensive income................. $2,573,939      $3,066,440
                                            ==========      ==========

Note 5.  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, 2005.

Note 6.  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.  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 operations.


<PAGE>







Note 7.  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, 2005 and September 30, 2004:

                                Three Months Ended        Nine Months Ended
                              ----------------------   ------------------------
                               09/30/05     09/30/04     09/30/05     09/30/04
                               --------     --------     --------     --------

Net income as reported....... $1,466,434   $1,431,036   $3,464,858   $3,152,534
Stock based compensation
 expense included in
 reported net income,
 net of related tax..........          -            -            -            -
Pro forma adjustment -
 additional compensation
 expense had SFAS No. 123
 been adopted, net of tax....    (14,967)     (16,296)     (44,903)     (48,887)
                              ----------   ----------   ----------   ----------
Pro forma net income......... $1,451,467   $1,414,740   $3,419,955   $3,103,647

Diluted earnings per
 share as reported........... $0.32        $0.32        $0.75        $0.71
Pro forma effect of
 compensation expense........ (0.01)        0.00        (0.01)       (0.01)
                             ------        -----        -----        -----
Pro forma diluted
 earnings per share.......... $0.31        $0.32        $0.74        $0.70

Note 8.  Net Operating Loss Tax Asset

Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards  (NOLs)  totaling 7.0 million Euros through  September 30, 2005.  These
NOLs are being carried  forward to offset future taxable income in Germany.  The
Company  has  recorded  cumulative  deferred  tax  assets of $3.1  million as of
September  30, 2005  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.



<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,
                                             ---------------   ----------------
                                              2005     2004     2005     2004
                                              ----     ----     ----     ----
                                               (Unaudited)      (Unaudited)

Net sales .................................  100.0%   100.0%   100.0%   100.0%
                                             ------   ------   ------   ------
Cost of goods sold
 (excluding depreciation and
 amortization shown below) .................  65.5     63.7     64.5     64.5
Selling, general and administrative ........  15.6     17.2     16.7     18.1
Research and development ...................   2.9      3.6      3.1      3.5
Depreciation and amortization ..............   5.0      5.7      5.1      5.8
Transaction expenses .......................   0.3       --      0.7       --
                                             ------   ------   ------   ------
Total operating expenses ...................  89.3     90.2     90.1     91.9
                                             ------   ------   ------   ------
Operating income ...........................  10.7      9.8      9.9      8.1
Interest expense ...........................   1.3      1.4      1.2      1.5
Interest income ............................  (0.1)      --     (0.1)      --
Rental income ..............................  (0.2)      --     (0.2)    (0.2)
Interest rate swap valuation ...............  (0.1)      --     (0.1)    (0.1)
Foreign currency exchange (gain) loss ......    --     (1.2)     1.2     (0.5)
                                             ------   ------   ------   ------
Income before taxes ........................   9.8      9.6      7.9      7.4
Provision for income taxes .................   3.5      3.0      2.8      2.3
                                             ------   ------   ------   ------
Net income .................................   6.3%     6.6%     5.1%     5.1%
                                             ======   ======   ======   ======



<PAGE>





Quarter Ended September 30, 2005 Compared to Quarter Ended September 30, 2004
-----------------------------------------------------------------------------

Net sales for the  quarter  ended  September  30, 2005  increased  6.5% to $23.1
million,  from $21.7 million for the quarter ended  September 30, 2004. The Euro
stayed  about the same as  compared  to the U.S.  dollar for the  quarter  ended
September  30,  2005,  and as a  result  sales  were not  affected.  Holographic
products sales  increased  40.0% to $7.0 million for the quarter ended September
30, 2005,  compared to $5.0 million for the quarter  ended  September  30, 2004.
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,  and security  holography  for  transaction  cards.  Printed
products sales decreased 22.3% to $7.1 million, compared to $9.2 million for the
same  quarter in the prior  year.  This  decrease  was  primarily  due to normal
seasonality  in 2005  compared  to the affect of the  increase  in market  share
domestically as a result of a major  competitor  withdrawing  from the market in
2004.  Pharmaceutical products sales during these same periods increased 1.4% to
$3.3 million,  from $3.2 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
increased 71.8% to $3.1 million,  from $1.8 million. This increase was primarily
the  result of gift  card  early  ramp up.  Sales of  simulated  metal and other
pigmented  products for these periods increased 4.8% to $2.6 million,  from $2.5
million, primarily due to European penetration.

Cost of goods sold for the quarter ended  September 30, 2005  increased  9.5% to
$15.2 million, from $13.8 million for the quarter ended September 30, 2004. This
increase  was  primarily  due to the  impact of  higher  sales,  plus  increased
material costs,  including  normal scrap. The cost of goods sold as a percentage
of net sales for the quarter ended  September  30, 2005  increased to 65.5% from
63.7% for the quarter ended  September 30, 2004 primarily due to higher material
costs and scrap.

Selling, general and administrative expenses for the quarter ended September 30,
2005  decreased  3.0% to $3.6  million,  from $3.7 million for the quarter ended
September 30, 2004, due to a decrease in  performance  incentive for the quarter
ended  September 30, 2005 as compared to the quarter  ended  September 30, 2004.
Selling, general and administrative expenses for the quarter ended September 30,
2005  decreased as a percentage of net sales to 15.6% from 17.2% for the quarter
ended  September 30, 2004.  This decrease in percentage was primarily due to the
impact of higher sales.

Research and  development  expenses  for the quarter  ended  September  30, 2005
decreased  13.7% to $679,000 from  $787,000 for the quarter ended  September 30,
2004.  This increase was primarily due to a decrease in  performance  incentives
for the quarter  ended  September  30,  2005,  as compared to the quarter  ended
September  30, 2004.  Research  and  development  expense for the quarter  ended
September 30, 2005  decreased as a percentage of net sales to 2.9% from 3.6% for
the quarter ended  September 30, 2004. This decrease in percentage was primarily
due to the impact of higher sales.




<PAGE>






Depreciation and amortization  expenses for the quarter ended September 30, 2005
decreased 6.2% to $1,162,000 from $1,238,000 for the quarter ended September 30,
2004. This decrease was primarily due to prior capital  expenditures being fully
depreciated.  Depreciation and amortization expense as a percentage of net sales
for the quarter  ended  September  30, 2005  decreased to 5.0% from 5.7% for the
quarter ended September 30, 2004, primarily due to higher sales in 2005.

Transaction  expenses  incurred  in  connection  with the  possible  sale of the
Company for the quarter ended September 30, 2005 were $74,000.

Operating  income for the quarter ended  September  30, 2005,  increased to $2.4
million from $2.1 million for the quarter ended September 30, 2004. 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, 2005,  increased as a percentage of net sales to
10.7% from 9.8% for the quarter  ended  September  30, 2004.  This increase is a
result of the above.

Interest  expense,  net for the quarter ended September 30, 2005 decreased 10.5%
to  $276,000,  from  $308,000 for the quarter  ended  September  30, 2004.  This
decrease  in  interest  expense is  primarily  due to a decrease  in debt due to
scheduled principle payments.

Interest  income for the quarter ended  September 30, 2005  increased to $28,000
from zero for the quarter ended  September 30, 2004. This increase was primarily
due to an increase in cash and the resultant overnight earnings.

Rental  income for the quarter ended  September 30, 2005,  decreased to $46,000,
from $50,000 for the quarter ended  September 30, 2004.  This decrease 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.  The lease  called  for the former  owner to
phase out of the property and as a result of that  withdrawal less rental income
was received for the quarter  ended  September  30, 2005 as compared to the same
period last year.

Interest rate swap valuation provision for the quarter ended September 30, 2005,
decreased  to a benefit of $35,000,  from a provision of $49,000 for the quarter
ended September 30, 2004. 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 quarter ended  September 30, 2005 increased as a percentage of
sales to 0.2% from  (0.2%)  for the  quarter  ended  September  30,  2004.  This
increase is a result of the reasons noted above.

Gain on foreign  currency  exchange  for the quarter  ended  September  30, 2005
decreased to $9,000,  from  $263,000 for the quarter  ended  September 30, 2004.
This was a result of the strength of the Euro against the U.S. dollar.

Provision for income taxes for the quarter ended  September 30, 2005,  increased
22.8% to a provision of $800,000,  from $651,000 for the quarter ended September
30, 2004.  The effective  tax rate for the quarter ended  September 30, 2005 was
35.3%,  representative  of a more normal effective tax rate as compared to 31.3%
for the quarter ended September 30, 2004.

Net income  increased  2.5% to $1,466,000  for the quarter  ended  September 30,
2005, from $1,431,000 for the quarter ended September 30, 2004. This increase is
net income is primarily due to the reasons noted above.


<PAGE>






Nine Months Ended September 30, 2005 Compared to Nine Months Ended
September 30, 2004
------------------------------------------------------------------

Net sales for the nine months ended  September 30, 2005 increased 10.4% to $68.3
million,  from $61.9 million for the nine months ended  September 30, 2004.  The
Euro  appreciated  in value 4.0% compared to the U.S.  dollar,  and as a result,
increased sales  approximately  $0.6 million for the nine months ended September
30, 2005.  Holographic  product sales  increased  32.0% to $18.0 million for the
nine months ended  September  30, 2005,  compared to $13.6  million for the nine
months ended  September  30, 2004.  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,  and  security
holography for transaction cards.  Printed product sales increased 0.5% to $23.2
million from $23.1 million,  primarily due to normal seasonality in this product
line in 2005,  as  compared  to the  affect  of the  increase  in  market  share
experienced  domestically as a result of a major competitor withdrawing from the
market in 2004.  Pharmaceutical product sales for this period increased 19.5% to
$10.7  million,  from $9.0  million,  primarily  due to increased  sales volumes
worldwide.  Security  product  (magnetic  stripe,  signature  panels and tipping
products for transaction cards,  intaglio-printed products and gift cards) sales
for these  periods  increased  6.4% to $7.8  million,  from $7.3  million.  This
increase comes  primarily from increased  sales of an early ramp up of gift card
sales.  Sales of simulated metal and other pigmented  products for these periods
decreased  2.6% to $8.7  million,  from $8.9 million in the first nine months of
2004. This decrease is primarily due to the strength of the Euro compared to the
U.S. dollar for European sales and the increase in domestic  sales,  offset by a
decrease in domestic sales.

Cost of goods sold for the nine months ended  September 30, 2005 increased 10.4%
to $44.1  million,  from $39.9  million for the nine months ended  September 30,
2004.  This increase was primarily due to higher sales in 2005,  plus  increased
material costs,  including normal scrap.  Cost of goods sold for the nine months
ended  September  30,  2005 and for the nine  months  ended  September  30, 2004
remained  the same at  64.5%.  This was  primarily  due to lower  labor in 2005,
offset by an increase in material costs, including normal scrap.

Selling, general and administrative expenses for the nine months ended September
30, 2005 increased 1.7% to $11.4 million, from $11.2 million for the nine months
ended  September  30, 2004.  This  increase in expenses was  primarily due to an
increase in personnel costs, both head count and compensation.  Selling, general
and  administrative  expenses  for the nine  months  ended  September  30,  2005
decreased as a  percentage  of net sales to 16.7% from 18.1% for the nine months
ended September 30, 2004, primarily due to higher sales.

Research and  development  expenses for the nine months ended September 30, 2005
decreased  4.2% to $2.1  million,  from $2.2  million for the nine months  ended
September 30, 2004. This decrease in expenses was primarily due to a decrease in
performance   incentives  performance  incentives  for  the  nine  months  ended
September  30, 2005,  as compared to the nine months ended  September  30, 2004.
Research and  development  expenses for the nine months ended September 30, 2005
decreased  as a  percentage  of net sales to 3.1% from 3.5% for the nine  months
ended September 30, 2004, primarily due to higher sales.

Depreciation and  amortization  expenses for the nine months ended September 30,
2005  decreased  2.4% to $3.5  million,  from $3.6 million for the quarter ended
September   30,  2004.   This  decrease  was  primarily  due  to  prior  capital
expenditures being fully depreciated. Depreciation and amortization expense as a
percentage of net sales for the nine months ended  September 30, 2005  decreased
to 5.1% from 5.8% for the nine months ended September 30, 2004, primarily due to
higher sales in 2005.


<PAGE>





Transaction  expenses  incurred  in  connection  with the  possible  sale of the
Company for the nine months ended September 30, 2005 were $508,000.

Operating income for the nine months ended September 30, 2005 increased 34.8% to
$6.8  million,  from $5.0 million for the nine months ended  September 30, 2004.
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, 2005 as a percentage of net sales increased
to 9.9% from 8.1% for the nine months ended September 30, 2004. This increase is
primarily due to the reasons described above reasons described above.

Interest  expense,  net for the nine months ended  September 30, 2005  decreased
8.0% to $0.8 million,  from $0.9 million for the nine months ended September 30,
2004.  This decrease was primarily due to lower debt due to scheduled  principle
payments.

Interest  income for the nine  months  ended  September  30, 2005  increased  to
$37,000 from $800 for the nine months ended  September  30, 2004.  This increase
was primarily due to an increase in cash and the resultant overnight earnings.

Rental  income for the nine  months  ended  September  30,  2005,  decreased  to
$114,000  from  $118,000 for the nine months  ended  September  30,  2004.  This
decrease 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.  The lease  called for the
former owner to phase out of the  property  and as a result of that  withdrawal,
less rental  income was received  for the quarter  ended  September  30, 2005 as
compared to the same period last year.

Interest rate swap valuation  provision for the nine months ended  September 30,
2005, increased to a $66,000 benefit,  from a $47,000 benefit in the nine months
ended September 30, 2004. 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 nine months ended  September 30, 2005 and for the nine months
ended September 30, 2004 stayed the same at 0.1% as a percentage of sales.

Gain on foreign  currency  exchange for the nine months ended September 30, 2005
increased  to a loss of $775,000  from an income of $290,000 for the nine months
ended  September 30, 2004.  This was a result of the strength of the U.S. dollar
against the Euro.

Income taxes for the nine months  ended  September  30, 2005,  increased to $1.9
million  from $1.4  million for the nine months ended  September  30, 2004.  The
effective  tax rate for the nine months ended  September  30, 2005  increased to
35.5%,  representative  of a more normal  effective  tax rate from 31.0% for the
nine months ended September 30, 2004.

Net income for the nine months  ended  September  30,  2005,  increased  to $3.5
million,  from $3.2 million for the nine months ended  September 30, 2004.  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 $3.6 million during the first nine
months of 2005.  The primary  reasons are  increases of $2.3 million in customer
receivables,  $1.7 million in cash,  and an increase in deferred  assets of $0.2
million,   and  a  decrease  of  $1.4  million  in  accounts  payable,   accrued
compensation  and  benefits,  accrued  expenses and other  accrued  liabilities,
offset by $0.8  million in  inventories,  and an increase in current  portion of
long-term  debt of $0.5  million,  and a decrease of $0.1 million in prepaid and
other current assets

At  September  30,  2005,  the Company had  available  $10.0  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 decreased $0.7 million during the nine
months ended September 30, 2005 compared to the same period in 2004. The primary
reasons were an increase in net income of $0.3 million, offset by a net increase
in working capital of $0.7 million to grow the business.

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  some of 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, 2005, the Company had total assets of $73.8 million
and net assets of $21.1 million invested in Europe.



<PAGE>





Item 3.  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   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, 2005 and December 31, 2004 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,
2005 and  December 31,  2004,  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
the interest  rate at LIBOR plus 1.5%.  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. 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.  The Company
does not use derivative  financial  instruments to address currency or commodity
pricing risks.

Item 4.  CONTROLS AND PROCEDURES
         -----------------------

The Company  maintains  disclosure  controls and procedures that are designed to
provide  reasonable  assurances  that  information  required to be  disclosed in
reports  filed with the SEC pursuant to the  Securities  Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in  the  rules  and  forms  of the  Commission  and  that  such  information  is
accumulated and communicated to the Company's Chief Executive  Officer (CEO) and
Chief  Financial  Officer  (CFO),  as  appropriate,  to allow  timely  decisions
regarding required disclosures. Under the supervision and with the participation
of the Company's management, including the CEO and CFO, the Company conducted an
evaluation of the overall effectiveness of the Company's disclosure controls and
procedures,  as such term is defined under Rule 13a-15(e)  promulgated under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this report.  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, 2005.  There were no significant
changes in our internal  controls or in other  factors that could  significantly
affect these controls in the first nine months of 2005.

The  evaluation of the Company's  disclosure  controls and procedures by the CEO
and the CFO  included  a review of the  controls'  objectives  and  design,  the
operation of the  controls,  and the effect of the  controls on the  information
presented in this Quarterly Report. The Company's management,  including the CEO
and CFO, does not expect that  disclosure  controls and  procedures  can or will
prevent or detect all errors and all fraud,  if any,  because there are inherent
limitations  to the  effectiveness  of any  system of  disclosure  controls  and
procedures,  including the possibility of human error and the  circumvention  or
overriding of the controls and procedures.  As a result,  a control  system,  no
matter  how well  designed  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance  that the  objectives of the control  system are met. Also,
projections  of any  evaluation  of the  disclosure  controls and  procedures to
future  periods  are  subject  to the risk  that  the  disclosure  controls  and
procedures may become inadequate  because of changes in conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.





                           Part II - Other Information


Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
         -----------------------------------------------------------

The following  chart  summarizes  Common Stock  repurchases for the three months
ended September 30, 2005:


                                                              (c)        (d)
                                                             Total     Maxiumum
                                                             number    number
                                           (a)               shares of of shares
                                          Total              purchased that may
                                          number      (b)    as        yet be
                                          of       Average   part of   purchased
                                          shares   price     publicly  under
For the three months ended                repur-   paid per  announced plans or
  September 30, 2005                      chased   share     plan      programs
                                          ------   --------  --------- ---------

July 1, 2005 to July 31, 2005 .........     -         -          -         -
August 1, 2005 to August 31, 2005......     -         -          -         -
September 1, 2005 to
 September 30, 2005....................     -         -          -         -
                                          ------   --------  --------- ---------
Total..................................     -         -          -         -
                                          ======   ========  ========= =========

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.      Exhibits
        31.1            Certification of CEO pursuant to Rule 13a-14(a) under
                        the Securities Exchange Act of 1934.
        31.2            Certification of CFO pursuant to Rule 13a-14(a) under
                        the Securities Exchange Act of 1934.
        32.1            Certification of CEO pursuant to Rule 13a-14(b) under
                        the Securities Exchange Act of 1934 and 18 U.S.C.
                        Section 1350.
        32.2            Certification of CFO pursuant to Rule 13a-14(b) under
                        the Securities Exchange Act of 1934 and 18 U.S.C.
                        Section 1350.



<PAGE>





                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on November 3, 2005.


                               CFC INTERNATIONAL, INC.


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