13
                          UNITED STATES

               SECURITIES AND EXCHANGE

               COMMISSION

                      WASHINGTON, DC 20549

                           FORM 10Q
(Mark One)
       X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF
              THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended March 31, 1998
           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
          363434526
     (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) 8913456



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  April 30, 1998, the Registrant had issued and

outstanding 3,947,438  shares of Common Stock, par value $.01

per share,  and 518,169 shares of Class B Common Stock, par

value $.01 per share.





                     CFC INTERNATIONAL, INC.

                      INDEX TO FORM 10Q
                              
                              
                              
                              
                              
                              
                              
                              

Page
Part I  Financial Information:
  Item 1  Financial Statements
       Consolidated Balance Sheets  March 31, 1998 and
       December 31, 1997
       3
       Consolidated Statements of Income for the three (3)
       months ended March 31, 1998 and March 31, 1997         4
       Consolidated Statements of Cash Flows for the three (3)
months
       ended March 31, 1998 and March 31, 1997               5

       Notes to Consolidated Financial Statements          67

   Item 2  Managements Discussion and Analysis of Financial
Condition and
                Results of Operations                     811

Part II  Other Information:

  Item 6  Exhibits and Reports on Form 8K                   12

  Signatures                                                12

Exhibit Index                                               13





























                            Part I
                 Item 1.  Financial Statements
                               
                     CFC INTERNATIONAL, INC.
                CONSOLIDATED BALANCE SHEETS AT
             MARCH 31, 1998 AND DECEMBER 31, 1997
                               
                               
                                                        March
31, December 31,
                                               1998
1997

(Unaudited)
 ASSETS
 CURRENT ASSETS:
 Cash and cash equivalents                $3,268,670
$1,841,070
 Accounts receivable, less allowance for doubtful accounts of
  $742,000 and
  $612,000 respectively                   6,719,584   6,631,516
 Employee receivable                       144,085    253,928
 Inventories:
  Raw materials                           1,840,231   1,358,258
  Work in process                         1,588,252   1,825,356
  Finished goods                          4,812,450   5,447,990
                                          8,240,933   8,631,604
  Prepaid expenses and other current assets           699,468
644,578
  Deferred income taxes                    641,977    641,977
     Total current assets                 19,714,717  18,644,673
 PROPERTY, PLANT AND
  EQUIPMENT, NET                          15,066,364  15,095,897
 Other assets                             1,721,900         1
  ,758,269

     Total assets                         36,502,981  35,498,839
 LIABILITIES AND STOCKHOLDERS EQUITY
 CURRENT LIABILITIES:
Current portion of longterm debt .....................         $697,914   $
  716,079
 Accounts payable                         3,338,257   3,122,580
     Accrued environmental liability           244,937
                          244,937
 Accrued bonus                             374,350
76,065
 Accrued vacation                          304,152
304,730
     Other accrued expenses and current liabilities       1,368,804
                                1,187,390
     Total current liabilities            6,328,414   5,651,781
     DEFERRED INCOME TAXES                    1,974,942
                          1,974,942
 LONGTERM DEBT                            7,841,543
7,869,419
 MINORITY INTEREST IN CFC APPLIED HOLOGRAPHICS        1,575,295
1,435,371
     Total liabilities                    17,720,194  16,931,513
 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
  4,220,784
  and 4,218,226 shares issued at March 31, 1998 and December 31,
  1997                                      42,208     42,182
 Class B common stock, $.01 par value, 750,000 shares
  authorized, 518,169
  shares issued and outstanding at March 31, 1998 and December
  31, 1997                                   5,182      5,182
 Additional paidin capital               10,492,304
10,464,985
 Retained earnings                        9,369,442
8,331,850
 Cumulative translation adjustment        (180,298)   (86,160)
                                          19,728,838
18,758,039
 Less 273,346 and 193,837 treasury shares of common stock, at
  cost
  at March 31, 1998 and December 31, 1997             (946,051)
(190,713)
                                          18,782,787  18,567,326
 CONTINGENCIES                                   _          _

     Total liabilities and stockholders equity        $36,502
  ,981                                  $ 35,498,839


  The accompanying notes are an integral part of the financial
                           statements.
                           
                     CFC INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF INCOME
       FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997




                                         Three Months Ended
March 31,

                                         1998
1997
(Unaudited)

Net sales                              $12,661,137         $
9,810,048
Cost of goods sold                     7,796,135
5,780,563
Gross profit                           4,865,002
4,02
9,485
Marketing and selling expenses         1,358,197
1,066,083
General and administrative expenses    1,114,042
852,662
Research and development expenses      366,247
310,1
10
                                       2,838,486
2,228,855

Operating income                       2,026,516
1,800,630
Other (income) expenses:
  Interest                             165,165
76,442
  Miscellaneous                         19,463
(73,275)
                                       184,628
3,167 Income before income taxes and minority interest
1,841,888                                 1,797,463
Provision for income taxes             664,392
688,096
                                       1,177,496
1,109,367

Minority interest in income of CFC Applied Holographics
(139,904)                              (77,939)
Net Income                             $1,037,592
$
1,031,428


Basic earnings per share               $   0.23        $
0.23

Diluted earnings per share                 $   0.23    $
0.23







  The accompanying notes are an integral part of the
                           financial statements.
                           
                           
                           
                           
                     CFC INTERNATIONAL, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                               
                               
                                             Three Months
Ended March 31,
1998
1997
                                             (Unaudited)

Cash flow from operating activities:
 Net income                            $1,037,592      $1,031
  ,428
   Adjustments to reconcile net income to net cash  provided
      by operating activities:
      Depreciation and amortization    574,893
521,740
      Minority interest in CFC Applied
      Holographics 139,924               77,939
       Changes in assets and liabilities:
       Accounts receivable             (121,285)
       (471,779)
       Inventories
480,852
       (186,848)
       Prepaid expenses and other current assets
       (137,317)                       (90,503)
       Accounts payable                320,773
(37
       6,901)
       Accrued vacation                 (534)
30,169
       Accrued bonus                   298,981
22,610
       Accrued expenses and other current liabilities
       18,372                          291,105
Net cash provided by operating activities
2,612,251
 848,960

Cash flows from investing activities:
Additions to property, plant and equipment            (508,744)
  (387,047)
     Decrease in restricted cash investment              _
512,137
Net cash (used in)/provided by investing activities
 (508,744)                             125,090

Cash flows from financing activities:
 Repayment of term loans               (27,876)
  (2,735)
 Repayment of capital lease            (18,165)
  (17,573)
 Net proceeds and disbursements of loans to employees
  (5,288)                              (20,797)
 Proceeds from issuance of stock       27,345          44,340
 Purchase of treasury stock            (645,495)            _
                               
Net cash (used in)/provided by financing activities
 (669,479)                              3,235

Effect of exchange rate changes on cash and cash equivalents
 (6,428)                               (12,036)
Increase in cash and cash eqivalents    1,427,600
 965,249

Cash and cash equivalents:
 Beginning of period                   1,841,070
  927,703
 End of Period                         $3,268,670           $
 1,892,952




  The accompanying notes are an integral part of the financial

                           statements.

                           

                           

                           

                    CFC INTERNATIONAL, INC.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    MARCH 31, 1998 AND 1997
                          (Unaudited)
                               
                               
Note 1.  Basis of Presentation

In  the opinion of  management,  the accompanying unaudited
interim consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of CFC
International, Inc. (the Company) as of March 31, 1998 and
December 31, 1997, the results of operations for the three (3)
months ended March 31, 1998 and 1997, and statements of cash
flows for the three (3) months ended March 31, 1998 and 1997.

The unaudited interim consolidated financial statements
included herein have been prepared pursuant to the rules and
regulations for reporting on Form 10Q.  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 10K.

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

Certain prior year amounts have been reclassified to conform to


current year presentation.














Note 2.  Adoption of New Accounting Standard



Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130 Reporting Comprehensive
Income.  This statement requires that all items recognized
under accounting standards as components of comprehensive
income be reported in an annual financial statement that is
displayed with the same prominence as other annual financial
statements.  This Statement also requires than an entity
classify items of other comprehensive income by their nature in
an annual financial statement.  For example, other
comprehensive income may include foreign currency translation
adjustments, minimum pension liability adjustments, and
unrealized gains and losses on marketable securities classified
as availableforsale.  Annual financial statements for prior
periods will be reclassified, as required.  The Companys total
comprehensive income was as follows:
                                             Three Months Ended
March 31,                                                   1998
1997

 Net earnings                          $1,037,592           $
  1,031,428
 Less:  foreign currency translation adjustment        94,138
  120,880
 Total comprehensive income            $   943,454          $
  910,548
  
  
Note 3.  Earnings Per Share

                        March 31, 1998           March 31, 1997
                                        Per
Per
                     Income    Shares   Sha   Income    Shares
Sha
                                        re
re
Basic Earnings Per
Share:
Income available    $1,037,5  4,465,60  $.2  $1,031,4  4,517,43
$.2
to Common           92        8         3    28        5         3
  Stockholders
Effect of Dilutive
Securities:
  Options
exercisable                   7,227                    14,442
  Convertible debt
                    27,000    214,286
Diluted Earnings    $1,064,5  4,687,12  $.2  $1,031,4  4,531,87
$.2
per Share           92        1         3    28        7         3




   Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS
               
               
               
               
Overview

The Company formulates, manufactures, and sells chemicallycomplex,
transferable multilayer 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 from $25.3 million in
1993 to $42.3 million in 1997. 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 fiveyear
period, increasing from
$2.8 million, or 11.2% of net sales in 1993 to $6.1 million, or
14.3% of net sales in 1997.

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 1993 to 1997, printed products sales rose from
22.9% to 38.0% of net sales.  Pharmaceutical products sales
declined from 25.6% in 1993 to 19.1% of net sales in 1997 due
to the growth of other product lines.  Actual pharmaceutical
product sales increased from $6.5 million in 1993 to $8.1
million in 1997, or an increase
of 24.9% over that fiveyear period.  Security products sales
increased from 6.7% in 1993 to 16.0% of net sales in 1997.
Holographic products grew from 8.5% in 1993 to 13.4% of net
sales in 1997, primarily due to authentication sales and
consumer products packaging.
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.


Results of Operations

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


                                      Quarter Ended March 31,
                                       1998         1997
                                       
  Net sales                             100.0%           100.0%
  Cost of sales                           61.6            58.9
  Gross profit                            38.4            41.1
  Selling, general and administrative       19.5          19.5
  Research and development                  2.9            3.2
  Operating income                        16.0            18.4
  Interest expense and other                  1.5           .1
  Income before taxes and minority interest               14.5
18.3
  Provision for income taxes                5.2            7.0
  Minority interest                         1.1             .8
  Net income                                8.2%          10.5%

Quarter Ended March 31, 1998 Compared to Quarter Ended March
31, 1997

Net sales for the quarter ended March 31, 1998 increased 29.1%
to $12.6 million, from $9.8 million for the quarter ended March
31, 1997.  Printed product sales increased 15.5% to $4.5
million, from $3.9 million primarily due to an increase in the
Companys market share.  Pharmaceutical product sales increased
12.1% to $2.3 million, from $2.1 million, primarily due to an
increase in Baxter Healthcares European business.  Security
product (magstripe, signature panels, and tipping products for
credit cards) sales increased 160.0% to $2.6 million, from $1.0
million. This increase comes primarily from strong sales of the
Companys magstripe product line, and $1.1 million of intaglio
printed documents as a result of the Northern Bank Note
acquisition in September of 1997.  Sales of simulated metal and
other pigmented products decreased 6.7% to $1.4 million, from
$1.5 million, as CFC exited markets in which it could not
derive its historic margins.  Holographic product sales
increased 30.9% to $1.8 million for the quarter ended March 31,
1998, compared to $1.4 million for the quarter ended March 31,
1997, primarily due to the increased sales to Graphic Packaging
for holographic material for a major beverage company.

Gross profit for the quarter ended March 31, 1998 increased
20.7%
to $4.9 million, from $4.0 million for the quarter ended March
31, 1997.  The increase in gross profit was attributable to the
growth in sales.  The gross profit margin for the quarter ended
March 31, 1998 decreased to 38.4% from 41.1% for the quarter
ended March 31, 1997.  This decrease was primarily caused by
higher labor costs resulting from the increased overtime
required to meet higher sales levels.  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 quarter
ended March 31, 1998 increased 28.8% to $2.5 million from $1.9
million for the quarter ended March 31, 1997. This increase was
primarily due to the additional $400,000 in operating expenses
due to the Northern Bank Note acquisition.  Selling, general,
and administrative expenses for the quarters ended March 31,
1998 and March 31, 1997 was unchanged at 19.5% of net sales.

Research and development expenses for the quarter ended March
31, 1998 increased 18.1% to $366,247 from $310,110 for the
quarter ended March 31, 1997.  Research and development
expenses for the quarter ended March 31, 1998 decreased as a
percentage of net sales, to 2.9%  from 3.2% for the quarter
ended March 31, 1997. This decrease in percentage was primarily
due to the increase in net sales.

Operating income for the quarter ended March 31, 1998 increased
12.5% to $2.0 million, from $1.8 million for the quarter ended
March 31, 1997.  The increase in operating income is primarily
due to the increase in net sales.  Operating income for the
quarter ended March 31, 1998 decreased as a percentage of net
sales to 16.0% from 18.4% for the quarter ended March 31, 1997.
This decrease is primarily due to a decrease in gross profit as
a percentage of net sales, as explained above.

Interest expense for the quarter ended March 31, 1998 increased
116.1% to $165,165, from $76,442 for the quarter ended March
31, 1997.  This increase was primarily due to the financing of
the Northern Bank Note acquisition, and the cost to finance the
new printing press.

Income taxes for the quarter ended March 31, 1998 decreased to
$664,000 from $688,000 for the quarter ended March 31, 1997.
The provision decreased to 5.2% of sales for the quarter ended
March 31, 1998 from 7.0% of sales for the quarter ended March
31, 1997 due to the decrease in operating income as a
percentage of sales. The effective rate decreased to 39.0% for
the quarter ended March 31, 1998 from 40.0% for the quarter
ended March 31, 1997 due to a combination of factors including
the source of taxable income and the current assessment of
outstanding tax issues.

Net income for the quarter ended March 31, 1998 increased .6%
to $1,037,592, from $1,031,428 for the quarter ended March 31,
1997. This increase in net income is primarily due to the
increase in operating income.

Liquidity and Capital Resources

Working capital, consisting predominately of inventories and
receivables, increased from $13.0 million at December 31, 1997
to $13.4 million at March 31, 1997.  This increase was
primarily caused by an increase in cash. Cash increased from
$1.8 million at December 31, 1997 to $3.3 million at March 31,
1997, primarily due to cash generated by the Companys
operations.  This increase was offset by a $400,000 decrease in
inventory and a $700,000
increase in current liabilities.
During the first quarter of 1998, the Company made no
borrowings against the revolving credit agreement maintained
with the Companys primary bank.  This agreement, which expires
April 1, 1999, provides for borrowings of specified percentages
of eligible accounts receivable and inventories, with the total
not to exceed $4,500,000.  The Company believes that the net
cash provided by operating activities and amounts available
under the revolving credit agreement are sufficient to finance
the Companys growth.
Recently Issued Accounting Standards

In June 1997, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 131, Disclosures about Segments of an
Enterprise and Related Information.  The statement requires the
Company to report financial and descriptive information about
its reportable segments, determined using the management
approach (i.e., internal management reporting), in interim and
yearend financial statements.  The statement is effective for
the year ending December 31, 1998.   Interim disclosures are
not required in the year of adoption.

The Company has not yet determined the impact that SFAS No. 131

will have on its financial statements.







                          SIGNATURES

                               

                               

  Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly
  authorized, on May 1, 1998.
  
  
  
  
                                  CFC INTERNATIONAL, INC.
                                  Dennis W. Lakomy
                                      Vice    President,
  Chief Financial Officer,
                                  Secretary, and Treasurer
                                  (Principal Financial Officer)
                                  
                                  
                                  
                                  
                                  
                                  Jeffrey E. Norby
                                  Controller
                                  (Principal Accounting

                          Officer) EXHIBIT INDEX

                          

EXHIBIT 10.1

Purchase  Agreement dated March 1, 1998, between the Company
and Baxter Healthcare Corporation.


EXHIBIT 27


Financial Data Schedule