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 June 30, 1997
           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
     Registrants 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  July  31, 1997, the Registrant had issued and
outstanding 3,996,206  shares of Common Stock, par value $.01
per share,  and 523,404 shares of Class B Common Stock, par
value $.01 per share.



                    CFC INTERNATIONAL, INC.
                               
                      INDEX TO FORM 10-Q
                               
                               
                                                          Page

Part I - Financial Information:

  Item 1 - Financial Statements

       Consolidated Balance Sheets - September 30, 1997 and
       December 31, 1996                                     3
       Consolidated and Statements of Income for the three (3)
months  and
       nine (9) months ended September 30, 1997 and September
30, 1996                                                      4
       Consolidated and Statements of Cash Flows for the nine
(9) months
       ended September 30, 1997 and September 30, 1996       5

       Notes to Consolidated Financial Statements            6

   Item 2 - Managements Discussion and Analysis of Financial
Condition and
                Results of Operations                     7-10


Part II - Other Information:

  Item 2 - Changes in Securities                            11

 Item 4 - Submission of Matters to a Vote of Security Holders
11

  Item 5 - Other Information                                11

  Item 6 - Exhibits and Reports on Form 8-K                 12

  Signatures                                                13





















                            Part I
                 Item 1.  Financial Statements
                               
                     CFC INTERNATIONAL, INC.
                 CONSOLIDATED BALANCE SHEET AT
           SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                               
                               
                                                    September
30, December 31,
                                                 1997
1996

(Unaudited)
 ASSETS
 CURRENT ASSETS:
 Cash and cash equivalents                $2,240,452  $927,703
 Accounts receivable, less allowance for doubtful accounts of
  $581,000 and
  $565,000 respectively                   7,448,842   5,996,657
 Employee receivable                       251,213    220,833
 Inventories:
  Raw materials                           1,184,973   837,307
  Work in process                         2,337,395   1,086,308
  Finished goods                          5,456,414   5,142,558
                                          8,978,782   7,066,173
     Prepaid expenses and other current assets            909,699
                                392,593
 Deferred income taxes                     651,141    663,520
     Total current assets                 20,480,129  15,267,479
 PROPERTY, PLANT AND
    EQUIPMENT, NET                        15,089,555  10,866,717
    Restricted cash                               0    1,510,827
Other assets                             1,694,526         5
  61,085
     Total assets                         $37,264,210 $28,206
  ,108
 LIABILITIES AND STOCKHOLDERS EQUITY
 CURRENT LIABILITIES:
 Current portion of long-term debt and line of credit
  borrowings.....................         $2,775,243
  $368,124
 Accounts payable                         2,910,890
2,558,486
 Accrued environmental liability           244,937    244,937
    Accrued vacation                        283,817
236,422
 Accrued bonus                             429,361    200,290
    Accrued corporate income taxes          401,127
263,251
 Other accrued expenses and current liabilities         1,197
  ,870                                    761,256
     Total current liabilities            8,243,245
4,632,766
 DEFERRED INCOME TAXES                    1,784,341
1,785,740
 LONG-TERM DEBT                           8,126,351
5,564,027
 MINORITY INTEREST IN CFC APPLIED HOLOGRAPHICS        1,335,076
1,145,240
     Total liabilities                    19,489,013  13,127,773
 STOCKHOLDERS EQUITY:
 Voting Preferred Stock, par value $.01 per share, 750 shares
  authorized,
  no shares issued and outstanding               0          0
  Common stock, $.01 par value, 10,000,000 shares authorized;
  4,172,660 and
4,132,605 shares issued at September 30, 1997 and December 31,
  1996
     respectively                           41,726     41,326
 Class B common stock, $.01 par value, 750,000 shares
  authorized; 523,404
  and 534,030 shares issued and outstanding at September 30,
  1997 and
     December 31, 1996 respectively          5,234      5,340
 Additional paid-in capital               10,436,822
10,139,248
 Retained earnings                        7,639,522
5,110,647
 Cumulative translation adjustment        (157,772)   (27,891)
                                          17,965,532
15,268,670
 Less 156,142 treasury shares of common stock, at cost at
  September 30, 1997
  and December 31, 1996                   (190,335)
(190,335)
                                          17,775,197
15,078,335
 CONTINGENCIES
     Total liabilities and stockholders equity        $37,264
  ,210                                  $ 28,206,108


  The accompanying notes are an integral part of the financial
                           statements.
                           
                          CFC INTERNATIONAL, INC.
                    CONSOLIDATED STATEMENTS OF INCOME
 FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                    
                                    
                                    
                                    
                                    Three Months Ended Sept.  30,
Nine Months Ended Sept.  30,

                                         1997     1996    1997      1996
                                           (Unaudited)       (Unaudited)
                                           
Net sales                              $10,926,765$  8,281,736$30,735,310
$
27,707,867
Cost of goods sold                     6,766,936        5,554,619
18,794,389                           16,891,577
Gross profit                           4,159,829           2,727,117
11,940,921                           10,816,290
Marketing and selling expenses         1,152,144          1,391,310
3,423,951                            3,216,831
General and administrative expenses    1,006,631          787,108
2,852,540                            2,691,417
Research and development expenses      332,886    337,556        1,002,086
970,567
Patent litigation expenses                   0   127,701              0
164,590
                                       2,491,661        2,643,675
7,278,577                            7,043,405
Operating income                       1,668,168        83,442   4,662,344
3,772,885
Other expenses (income):
  Interest                             125,389   59,180 289,737  181,637
  Miscellaneous                          8,380      367 (29,104)  16,894
                                       133,769   59,547 260,633  198,531
Income before income taxes and minority interest                 1,534,399
23,895                               4,401,711  3,574,354
Provision for income taxes             601,308    17,644         1,682,999
1,369,378
                                       933,091    6,251 2,718,712
2,204,976

Minority interest in loss (income) of CFC Applied Holographics
102,530                              (55,731)   189,837  13,378
Net income                             $830,561 $61,982 $2,528,875
$
2,191,598


Net  income per share                  $   0.18 $   0.01    $    0.56$
0.48
Weighted average number of common stock and common stock
  equivalents                                   4,544,532
4,524,471                            4,533,532  4,513,998





     The accompanying notes are an integral part of the financial
                              statements.
                                   
                                   
                     CFC INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996


                                               For the Nine
Months Ended September 30,
                                         1997
                                             1996
                                             (Unaudited)
                                             
Cash flow from operating activities:
     Net income                            $2,528,875
                             $
  2,191,598
     Adjustments to reconcile net income to net cash
provided
         by operating activities:
        Depreciation and amortization         1,516,105
      1,146,685
                    Minority interest in CFC Applied
Holographics 189,837
13,378
         Changes in assets and liabilities:
          Accounts receivable
(1,140,654)
       375,608
          Inventories
(1,477,942)
       (1,111,627)
          Employee receivable          (30,380)
       (57,988)
          Prepaid expenses and other current
       assets (251,964)
       (37,169)
            Accounts payable           195,149
414,347
                       Accrued income taxes             113,876
0
                       Accrued vacation         47,395
0
          Accrued bonus                229,071
       (281,865)
        Accrued expenses and other current liabilities
       339,465                         (1,164,081)
Net cash provided by operating activities
2,258,833
 1,148,886

Cash flows from investing activities:
  Additions to property, plant and equipment          (2,792
,870)                                   (1,494,487)
    Decrease in restricted cash         1,510,827
(3,189,911)
    Cash paid for acquired business     (1,758,327)
0
Net cash used in investing activities           (3,040,370)
 (4,684,398)

Cash flows from financing activities:
Proceeds from revolving credit agreements             2,540,719
  3,775,157
 Repayments of revolving credit agreements                  0
  (3,686,496)
 Proceeds from term loans              (437,676)             0
    Repayment of term loans             (58,487)
(83,628)
 Repayment of capital lease            (66,491)
  (49,827)
 Borrowing under IRB                        0
3,686,810
 Minority interest payments                 0
(142,036)
    Proceeds from issuance of stock     119,367         61,991
 Distributions to stockholders              0            (800
  ,000)
Net cash provided by financing activities
2,097,432
 2,761,971

Effect of exchange rate changes on cash and cash equivalents
 (3,146)                                    (35,680)
Increase (decrease) in cash and cash eqivalents
1,312,749
 (469,221)

Cash and cash equivalents:
 Beginning of period                   927,703         916,480
   End of Period                        $2,240,452           $
 447,259




  The accompanying notes are an integral part of the
                           financial statements.
                           
                           
                           
                           
                           
                     CFC INTERNATIONAL, INC.
           NOTES TO CONSOLIDATED FINANCIAL
                   STATEMENTS SEPTEMBER 30, 1997
                   AND 1996
                           (Unaudited)
                           
                           
                           
1.     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  September  30,  1997,  the
  results  of  operations  for  the three months  and  nine  months
  ended September  30,  1997  and  1996, and cash  flows  for  the  nine
  months ended September 30, 1997 and 1996.
  
  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  Companys  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 independent audit.
  
2.    On  September  3,  1997,  the  Company  acquired  substantially
  all of  the  assets  and  assumed substantially all of  the
  liabilities  of Northern   Bank   Note                   Company
  (NBNC),  for   a   total   cost   of
  approximately   $5   million.  NBNC  is   a   security   printer
which
  produces  certificates  for  stocks,  bonds,  vital  records  and
  gift certificates.       The   assets   of   NBNC   consisted
  principally   of
  machinery  and  equipment  valued  at  approximately  $2.9  million
  and trade   accounts  receivable  and  inventory  valued  at  $0.9
  million. The  acquisition  was  financed  through  a  $3.0  million
  subordinated note  of  the  Company,  collateralized by  the  assets
  of  NBNC,  $1.8 million   of  cash,  and  17,000  shares  of  CFC
  International,   Inc. stock.  The  results  of  operations  of  NBNC
  since  the  acquisition
  have   been   included   in  the  accompanying  consolidated
financial
  statements since September 3, 1997.
3.   In February, 1997 the Financial Accounting Standards Board
(FASB) issued Statement No. 128, Earnings Per Share, which is
effective for periods ending after December 15, 1997.
Adoption of FASB No. 128 is not expected to have a material
impact on the Companys results of operations.
4.   In June, 1997 the FASB issued Statement No. 130,
Reporting Comprehensive Income, which is effective for periods
beginning after December 15, 1997.  Adoption of FASB No. 130
is not expected to have a significant impact on the Companys
consolidated financial statements.
5.   In June, 1997 the FASB issued Statement No. 131,
Disclosures about Segments of an Enterprise and Related
Information, which is effective for periods beginning after
December 15, 1997.  The Company is currently evaluating the
impact that this statement will have on their consolidated
financial statements.
   Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATION
               
               
Overview
The    Company    formulates,   manufactures,   and    sells
chemically-
complex,   transferable   multi-layer   coatings   for      use    in
many
diversified   markets   such   as   furniture   and    building
products,
pharmaceutical    products,   transaction    cards     (including
credit
cards,   debit   cards,   ATM   cards,   and   access   cards),
and   on
holographic    authentication   seals.    The    Companys        net
sales
increased   66.1%  from  $22.4  million  in  1992  to  $37.2  million in
1996.    During   that   period,  the  Company   realized        sales
dollar
growth   in   all   of   its   major   product   lines.           The
Companys
operating   income   more  than  doubled  over  this        four-year
period,
increasing  from  $1.8  million,  or  8.0%  of  net  sales  in   1992 to
$5.1 million, or 13.6% of net sales in 1996.

The     Company    has    experienced,    and    expects              to
continue
experiencing,   shifts  in  the  relative  sales   and      growth
of   its
various   products   over   time.   The   Company   believes   that
such
shifts  are  in  the  ordinary  course  of  business  and  are
indicative of   its  focus  on  specific  niche  markets.
During  the  period  from
1992  to  1996,  printed  products sales  rose  from  19.6%  to  39.3%
of net      sales.   Pharmaceutical  products  sales  declined  from
26.2% in
1992  to  21.2%  of  net  sales  in  1996  due  to  the  growth  of
other
product    lines.    Actual   pharmaceutical   product      sales
increased
from  $5.9  million  in  1992 to $7.9 million  in  1996,  or  an
increase of   33.9%  over that  four-year  period. Security
products    sales
increased   from   6.9%  in  1992  to  10.3%  of  net   sales   in
1996.
Holographic  products  grew  from 3.5% in  1992  to  11.6%  of  net
sales
in 1996.

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

On   September  3,  1997,  the  Company  acquired  substantially  all of
the   assets   and  assumed  substantially  all  of  the  liabilities of
NBNC.   NBNC  is  a  financial  security  printer  of  stock
certificates and other   intaglio       printed  documents. The  Company
intends     to
operate   NBNC  substantially  in  its  present  form.      In
consideration
of   this   acquisition,  the  Company  issued  17,000      shares
of   its
common   stock,   par   value  $.01  per  share  (the   Common
Stock);
delivered   a   nine-year,  6%  subordinated   note    in   the
principal
amount   of  $3,000,000  (the  Note),  convertible,  in  whole   or   in
part,   at   the   option  of  the  holder  beginning  after   the
first
anniversary  of  the  Note,  into  Common  Stock  at  a  conversion
price of  $14.00  per  share;  delivered  a short-term  note  in  the
principal amount  of  $1,500,000  which  was paid in  full  on
September  4,  1997; and paid   $258,300  in  cash.   The  Company
has  agreed  to  register
for   resale   under  the  Securities  Act  of  1933,  as        amended
(the
Securities  Act),  all  shares  of  Common  Stock  to  be  issued   upon
conversion   of   the  Note.   The  Company  also  agreed   to   pay
the
seller  $25,000  for  consulting  services  during  the  next  year.
The acquisition   was   accounted   for   using   the   purchase
method   of accounting.    Approximately  $1,500,000  of  the  cash
purchase   price was                obtained   by   the   Company
through   borrowings   under    the
Companys revolving credit facility.


Results of Operations

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

                                         Three Months Ended
Nine Months Ended
                                    9/30/97 9/30/96  9/30/97 9/30/96

Net Sales                            100.0%  100.0%   100.0%  100.0%
Cost of Sales                         61.9    67.1     61.1    61.0
Gross Profit                          38.1    32.9     38.9    39.0
Selling, General and Administrative           19.8     27.8    20.4
21.9
Research and Development               3.0     4.1      3.3     3.5
Operating Income                      15.3     1.0     15.2    13.6
Interest Expense and Other             1.3      .7       .9      .8
Income Before Taxes and Minority Interest              14.0      .3   14.3 12.8
Provisions for Income Taxes            5.5      .2      5.5     4.9
Minority Interest                          .9           (.6)     0.6
 .0
Net Income                              7.6%    0.7%    8.2%    7.9%
Three  Month  and  Nine Month Periods Ended  September  30,  1997
Compared  to Three Month and Nine Month Periods  Ended
September 30, 1996
Net  sales  for  the  three month and nine  month  periods
ended September 30, 1997 increased 31.9% and 10.9% to $10.9
million and $30.7  million respectively, from $8.3 million and
$27.7  million for  the  three month and nine month periods
ended September  30, 1996.    Printed   product  sales
increased                           13.5%   and   11.6%
respectively,  to  $4.0  million and  $12.0  million,  from
$3.5 million  and $10.7 million primarily due to increased
demand  in the  underlying markets.  Pharmaceutical product
sales  increased 13.5%  and  6.3%  to $2.1 million and $6.3
million  respectively, from  $1.8  million and $5.9 million.
The increase in the  third quarter  of  1997  was  primarily
due to  an  one  time  negative inventory adjustment by a major
customer in the third quarter  of 1996.  Security products
(security printing, magstripe, signature panels,  and  tipping
products for credit cards) sales  increased 98.2%  and  35.1%
to $1.8 million and $3.9 million  respectively, from  $927,000
and  $2.9  million.   This  product  line  growth reflects   an
increase  in  sales  of  the  Companys  magstripe products,  as
the market continues to move towards the  Companys higher
oersted (magnetic resistance) products.  The  acquisition of
NBNC, which the Company has included in its security products
category,  increased  sales by $469,000 or 50.6%  for  the
three months  ended  September 30, 1997 and   16.1% for the
nine  months
ended September 30, 1997.  Without the NBNC acquisition,
security products would have increased 48.3% and 19.0% for the
three month and  nine month periods ended September 30, 1997 to
$1.4  million and $3.5 million respectively, from $927,000 and
$2.9 million for the  three month and nine month periods ended
September 30, 1996. Sales  of  simulated metal and other
pigmented products decreased 5.3%  and  16.8%  to $1.4 million
and $4.3 million  respectively, from  $1.5 million and $5.1
million.  The decrease in these sales
is  due to the Companys exit from markets in which it could
not attain  acceptable margins.  Holographic product sales
increased 153.8%  and                              42.6% to
$1.7 million and $4.2 million respectively,
compared  to $627,000 and $3.0 million.  The substantial
increase in  sales  for the three months ended September 30,
1997  reflect the  initial sales to a major personal care
products manufacturer for the roll-out of a holographically-
packaged product.

Gross  profit  for the three month and nine month  periods
ended September 30, 1997 increased 52.5% and 10.4% to $4.2
million  and $11.9  million respectively, from $2.7 million and
$10.8  million for  the  three month and nine month periods
ended September  30, 1996.  The  gross  profit  margin  for
the  three  months  ended September  30, 1997 increased to
38.1% from 32.9% for  the  three months ended September 30,
1996, primarily due to the increase in sales  and the absence
in 1997 of one-time product start-up costs which were incurred
during the third quarter of 1996 due to a new technology
introduced to the manufactured housing industry.
The  gross profit margin for the nine months ended September
30, 1997  decreased  to  38.9% from 39.0% for the nine  months
ended September 30, 1996.  This decrease in the gross profit
margin was primarily caused by start-up costs in the second
quarter of  1997 and the fixed costs related to the expansion
to house and operate the  Companys  new  roto gravure printing
press.   The  Company believes  the  start up costs associated
with  this  project  are substantially  complete.  Although the
Company  does  not  fully allocate  all costs on a product line
basis, the Company believes that  its  gross  profit margin
typically  is  not  substantially different for any of its
major product categories.

Selling, general, and administrative expenses for the three
month period  ended  September 30, 1997 decreased 6.4% to $2.2
million from $2.3 million for the three month period ended
September  30, 1996.  Selling, general and administrative
expenses for the  nine month  period  ended September 30, 1997
increased  3.4%  to  $6.3 million  from  $6.1  million  for the
nine  month  period  ended September   30,   1996.   Selling,
general,  and  administrative expenses  for  the  three  month
and  nine  month  periods  ended September  30,  1997 decreased
as a percentage of  net  sales  to 19.8% and 20.4% from 27.8%
and 21.9% for the three month and nine month  periods  ended
September  30,  1996,  respectively.   The decrease in expenses
during the three months ended September  30, 1997 was the
result of a one-time investment whereby  the Company engaged
the services of a consulting firm to develop a marketing
strategy  for  the  Pacific Rim during  the  three  months
ended September 30, 1996.

Research  and  development expenses for the  three  months
ended September  30,  1997  remained essentially level,
decreasing  to $333,000 from $338,000 for the three month
period ended September 30,  1996.  Research and development
expenses for the nine months ended September 30, 1997 increased
to $1.0 million from  $971,000 for  the  nine  months ended
September 30,  1996.                                Research
and
development  expenses for the three month and nine month
periods ended  September 30, 1997 decreased as a percentage of
net sales, to 3.0% and 3.3% from 4.1% and 3.5% for the three
month and nine month periods ended September 30, 1996
respectively.

Operating income for the three month and nine month periods
ended September  30, 1997 increased 19 times and 23.6% to %1.7
million and  $4.7 million respectively, from $83,000 and $3.8
million for the  three month and nine month periods ended
September 30, 1996. Operating income for the three month and
nine month periods ended September  30,  1997 increased as a
percentage of  net  sales  to 15.3%  and 15.2% respectively,
from 1.0% and 13.6% for the  three month  and  nine month
periods ending September  30,                      1996.   The
increase  in  operating income as a percentage of net  sales
was primarily due to the increase in net sales, and gross
profit, and the  decrease in marketing consulting fees incurred
in  1996,  as noted above.
Interest expense for the three month and nine month periods
ended September  30,  1997 increased 111.9% and 59.5% to
$125,000  and $290,000  respectively, from $59,000 and $182,000
for  the  three month  and  nine  month periods ended September
30,  1996. The
increases  in interest expense were primarily the result  of
the Company  financing the acquisition of the new eight station
roto gravure printing press to service the printed products
market.

Income taxes for the three months and nine months ended
September 30,  1997 increased to $601,000 and $1,683,000
respectively, from $18,000 and $1,369,000 for the three month
and nine month periods ended  September  30,  1996.  The
increases  were  primarily  the result of the Companys increase
in operating income.

Net  income for the three months and nine months ended
September 30,  1997 increased to $831,000 and $2,529,000
respectively, from $62,000 and $2,192,000 for the three month
and nine month periods ended  September  30, 1996.  The
increases in net  income  are  a result  of  the changes in
operating income components  discussed above.


Liquidity and Capital Resources

Working  capital,  consisting primarily of inventories,
customer receivables and current liabilities, increased from
$10.6 million at December 31, 1996 to $12.2 million at
September 30, 1997.  The following  are the major factors which
contributed to  this  $1.6 million increase.  Customer
receivables increased by $1.1 million due  to  higher  sales
levels, the acquisition of NBNC,  and  the increased
proportion of export sales where longer payment  terms are
usual.   Higher levels of inventory to support  the  printed
products industry and the addition of NBNCs inventories
combined to  increase  inventories  by $1.9 million.   In
addition,  cash increased  by  $1.3  million primarily  due  to
cash  flow  from operating  activities.   Substantially
offsetting  these  working capital  increases  was a $2.4
million increase  in  the  current portion of the Companys long-
term debt, primarily to finance the acquisition of NBNC.

During  the  three months ended September 30, 1997,  the
Company borrowed  $2.1  million  against the revolving  credit
agreement maintained  with  the  Companys primary bank.   The
funds  were mostly  used to finance the acquisition of NBNC.
The        revolving
credit  agreement  expires on April 1,  1998.   There  were
$2.1 million  in  borrowings under that facility as of
September  30, 1997.

The  Company also issued to the seller of NBNC the nine-year,
6% Subordinated Note in the principal amount of $3.0 million,
which is  convertible in whole or in part, at the option of the
holder beginning  after  the first anniversary of  the  Note,
into  the Companys Common Stock at a conversion price of $14.00
per share.

The  Company  believes that it has sufficient  capital
resources from  funds  generated  from  operations  as  well
as  available borrowing facilities to support its future
capital needs.



The  forward-looking  statements included  in  this  10-Q,
which reflect  managements best judgment based upon factors
currently known, involve risks and uncertainties detailed from
time to time in  the  Companys  filings  with  the  Securities
and  Exchange Commission,  including its Report on Form  10-K
and  its  annual report to shareholders.  Actual results may
vary materially.
                             PART II
                             
                Item 2.  CHANGES IN SECURITIES
                               
                               
(c)  Recent Sales of Unregistered Securities

     In  connection with the Companys acquisition of  NBNC,
     the Company  issued  17,000  shares  of  its  Common
     Stock  and delivered a nine-year, 6% Subordinated Note in
     the principal amount  of $3,000,000, which is convertible
     in whole  or  in part,  at the option of the holder
     beginning after the first anniversary  of the Note, into
     Common Stock at a  conversion price  of  $14.00  per
     share.  The Company  has  agreed  to register for resale
     under the Securities Act, all shares  of Common Stock to
     be issued upon conversion of the Note.         The
     securities  of  the Company issued in that transaction
     were issued  without  registration under the  Securities
     Act  in reliance upon the exemption contained in Section
     4(2) of the Securities Act.
     
     
 Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                               
The Companys annual meeting was held on July 21, 1997.  The
only matter  presented to the Companys stockholders at  that
meeting was  the  election  of  the Companys  directors.
Each  of  the
Companys  then  current directors was re-elected.   A  total
of 3,996,206 shares of Common Stock were outstanding and
entitled to vote  at the meeting.  The following summarizes the
votes of  the Companys stockholders at that meeting:

    Matter         For   Agains  Abstain    Non-      Shares
                            t               Vote      Voted
Election     of
Directors:
Roger F. Hruby   3,826,4   ---    1,875    167,861  3,828,345
                   70
Robert       J.  3,826,4   ---    1,875    167,861  3,828,345
DuPriest           70
Dennis       W.  3,826,4   ---    1,875    167,861  3,828,345
Lakomy             70
William      G.  3,826,4   ---    1,875    167,861  3,828,345
Brown              70
Richard Pierce   3,826,4   ---    1,875    167,861  3,828,345
                   70
David        D.  3,826,4   ---    1,875    167,861  3,828,345
Wesselink          70


                  Item 5.  OTHER INFORMATION
                               
On  August  1, 1997, the Board of Directors of the Company
acted unanimously  to increase the number of directors of  the
Company from  six  to  seven and appointed Robert B. Covalt to
fill  the vacancy   until   the  next  annual  meeting  of  the
Companys stockholders.   Mr.  Covalt  is the Chief  Executive
Officer  of Sovereign Specialty Chemicals, L.P., which he co-
founded in  1995 and  which is a manufacturer of adhesives,
polymers, and coatings for  a variety of end markets.  Prior to
founding Sovereign,  Mr.
Covalt  was Executive Vice President of Morton International
and previously  had  been  President of Mortons  Specialty
Chemical Group.   Mr. Covalt received a bachelors and a
doctorate  degree in  chemical engineering from Purdue
University and an  MBA  from the University of Chicago.
           Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

 (a) Exhibits

     Exhibit
     Number              Description of Exhibit

       11.1         Statement re:  Computation of Earnings Per
Share

(b)  Reports on Form 8-K

   The Company filed a report on Form 8-K dated September 3,
     1997, announcing the acquisition of NBNC.



































                          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 13, 1997.

                                CFC INTERNATIONAL, INC.
                                Dennis W. Lakomy
                                    Vice    President,    Chief
Financial Officer,
                                Secretary, and Treasurer
                                (Principal Financial Officer)
                                
                                
                                
                                
                                 /s/
                                Jeffrey E. Norby
                                Controller
                                (Principal Accounting Officer)