UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)
    X          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 2004

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

                           Commission File No. 0-27222

                             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
                    (Address of Principal Executive Offices)

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


Indicate 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 by Rule 12b-2 of the Exchange Act).

           YES  (    )                                 NO  ( X  )

As of April 29, 2004, the Registrant had issued and outstanding 3,878,485 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



                                                                        Pages
                                                                        -----

Part I - Financial Information:

  Item 1. Financial Statements

    Consolidated Balance Sheets - March 31, 2004
      and December 31, 2003..........................................      5

    Consolidated Statements of Operations for the
      three (3) months ended March 31, 2004 and March 31, 2003.......      6

    Consolidated Statements of Cash Flows for the three (3)
      months ended March 31, 2004 and March 31, 2003.................      7

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


  Item 2. Management's Discussion and Analysis of Financial
    Condition and Results of Operations..............................  12-15

  Item 3. Quantitative and Qualitative Disclosures about
    Market Risks.....................................................     16

  Item 4.  Controls and Procedures...................................     16

Part II - Other Information

  Item 6.  Exhibits and Report on Form 8-K...........................     17

  Signatures.........................................................     18

  Certifications.....................................................  19-24



<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 April 29, 2004 or to reflect the occurrence of anticipated events.

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




<PAGE>


                         Part I - Financial Information
                          Item 1. Financial Statements
                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                      MARCH 31, 2004 AND DECEMBER 31, 2003

                                                     March 31,      December 31,
                                                       2004            2003
                                                       ----            ----
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................   $  5,310,597    $  5,672,647
Accounts receivable, less allowance
  for doubtful accounts and
  customer credits of $1,684,000 (2004)
  and $1,767,000 (2003) ........................     12,808,091       9,821,047

Inventories:
  Raw materials ................................      3,325,691       4,488,351
  Work in process ..............................      2,237,498       1,858,727
  Finished goods ...............................      7,403,581       6,703,633
                                                   ------------    ------------
                                                     12,966,770      13,050,711
Prepaid expenses and other current assets ......        768,868         856,153
Deferred income tax assets .....................      1,019,178         915,493
                                                   ------------    ------------
    Total current assets .......................     32,873,504      30,316,051
                                                   ------------    ------------
Property, plant and equipment, net .............     28,424,753      28,116,892
Deferred income tax assets .....................      3,204,130       3,280,891
Intangible assets, net .........................      3,624,874       3,695,899
Other assets ...................................         99,084         105,078
                                                   ------------    ------------
    Total assets ...............................   $ 68,226,345    $ 65,514,811
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ..............   $ 11,057,791    $  9,716,066
Accounts payable ...............................      4,706,098       4,769,539
Accrued compensation and benefits ..............      1,646,737       1,032,115
Accrued expenses and other
  current liabilities ..........................      4,393,862       4,273,938
                                                   ------------    ------------
  Total current liabilities ....................     21,804,488      19,791,658
                                                   ------------    ------------
Deferred income tax liabilities ................      2,680,247       2,680,247
Fair value of interest rate swap ...............        114,245          47,783
Long-term debt, net of current portion .........     14,590,676      15,066,109
                                                   ------------    ------------
    Total liabilities ..........................     39,189,656      37,585,797
                                                   ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Voting Preferred Stock, par value
  $.01 per share, 750 shares authorized,
  no shares issued and outstanding .............           --              --
Common stock, $.01 par value,
  10,000,000 shares authorized;
  shares issued of 4,446,127
  (2004 and 2003, respectively) ................         44,462          44,462
Class B common stock, $.01 par value,
  750,000 shares authorized;
  512,989 shares issued and outstanding ........          5,130           5,130
Additional paid-in capital .....................     12,167,569      12,167,569
Retained earnings ..............................     17,715,920      16,589,249
Accumulated other comprehensive income .........      1,762,011       1,781,007
                                                   ------------    ------------
                                                     31,695,092      30,587,417
Less - 565,867 treasury shares of
  common stock, at cost ........................     (2,658,403)     (2,658,403)
                                                   ------------    ------------
                                                     29,036,689      27,929,014
                                                   ------------    ------------
    Total liabilities and stockholders' equity .   $ 68,226,345    $ 65,514,811
                                                   ============    ============

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



<PAGE>






                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2004 AND 2003


                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                      2004              2003
                                                      ----              ----
                                                            (Unaudited)

Net sales ......................................   $ 20,824,297    $ 15,709,847
Cost of goods sold (excluding depreciation and
amortization shown below) ......................     13,024,195      10,179,940
Selling, general and administrative expenses ...      3,895,155       3,308,203
Research and development expenses ..............        608,116         529,181
Depreciation and amortization expense ..........      1,338,681       1,078,294
                                                   ------------    ------------
Total operating expenses .......................     18,866,147      15,095,618
                                                   ------------    ------------

Operating income ...............................      1,958,150         614,229

Other (income) expense:
  Interest expense .............................        298,591         266,991
  Interest swap valuation ......................         66,462            --
  Other income .................................        (28,012)         (7,320)
                                                   ------------    ------------
Total other expense, net .......................        337,041         259,671
                                                   ------------    ------------
Income before income taxes .....................      1,621,109         354,558
Provision for income taxes .....................        494,438         108,140
                                                   ------------    ------------
Net income .....................................   $  1,126,671    $    246,418
                                                   ============    ============


Basic earnings per share .......................   $       0.26    $       0.06

Diluted earnings per share .....................   $       0.25    $       0.06




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



<PAGE>



                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2004 AND 2003

                                                   Three Months Ended March 31,
                                                        2004             2003
                                                        ----             ----
                                                             (Unaudited)
Cash flows from operating activities:
  Net income ...................................    $ 1,126,671     $   246,418
    Adjustments to reconcile net
      income to net cash provided by
      operating activities:
        Depreciation and amortization ..........      1,373,808       1,209,549
        Interest rate swap valuation ...........         66,462            --
        Deferred income taxes ..................       (216,068)        306,367
        Changes in assets and liabilities:
          Accounts receivable, net .............     (3,101,554)     (1,206,623)
          Inventories, net .....................        (38,967)        876,737
          Other current assets .................         91,844        (525,800)
          Other assets .........................          5,994          17,817
          Accounts payable .....................        (38,714)        (22,632)
          Accrued compensation and benefits ....        666,374        (688,399)
          Accrued expenses and other
            current liabilities ................        115,820        (194,081)
                                                    -----------     -----------
Net cash provided by operating activities ......    $    51,670     $    19,353
                                                    -----------     -----------

Cash flows from investing activities:
  Purchase of property, plant and
    equipment ..................................     (1,879,205)       (858,585)
                                                    -----------     -----------
Cash used in investing activities ..............     (1,879,205)       (858,585)
                                                    -----------     -----------

Cash flows from financing activities:
  Proceeds from revolving loan .................      2,400,000         779,089
  Repayments of revolving loan .................     (1,043,940)         (3,261)
  Proceeds from term loan ......................      3,255,024         122,545
  Repayments of term loans .....................     (3,480,404)       (361,915)
  Issuance of common stock .....................           --            11,298
                                                    -----------     -----------
Net cash provided by financing
  activities ...................................      1,130,680         547,756
                                                    -----------     -----------

Effect of exchange rate changes on cash
  and cash equivalents .........................        334,805         (67,876)
                                                    -----------     -----------
(Decrease) in cash and cash equivalents ........       (362,050)       (359,352)

Cash and cash equivalents:
Beginning of period ............................      5,672,647       5,990,077
                                                    -----------     -----------
End of Period ..................................    $ 5,310,597     $ 5,630,725
                                                    ===========     ===========

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



<PAGE>




                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003
                                   (Unaudited)

Note 1.  Basis of Presentation

In the opinion of management,  the accompanying  interim unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring adjustments) necessary to present fairly the financial position of the
Company as of March 31, 2004 and  December  31, 2003  (audited),  the results of
operations  for the  three  (3)  months  ended  March  31,  2004 and  2003,  and
statements of cash flows for the three (3) months ended March 31, 2004 and 2003.

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

                                        Three Months Ended
                    ------------------------------------------------------------
                             March 31, 2004                March 31, 2003
                    ----------------------------    ----------------------------
                                            Per                             Per
                     Income      Shares    Share     Income     Shares     Share
                     ------      ------    -----     ------     ------     -----

Basic earnings
 per share:
Income available
 to Common
 Stockholders..... $1,126,671   4,393,249   $0.26   $246,418   4,386,146   $0.06
Effect of
 Dilutive
 Securities:
 Options
  exercisable.....                 29,269                          6,174
  Convertible
   debt...........     10,425      71,427   (0.01)    12,000      95,237       -
                   ----------   ---------   ------   -------    --------   -----
Diluted
 earnings
 per share........ $1,137,096   4,493,945   $0.25   $258,418   4,487,557   $0.06
                   ==========   =========   =====   ========   =========   =====



<PAGE>


Note 3.  Business Segments and International Operations

The Company  operates 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.  Net sales for each of
these products (in thousands) for the three months ended March 31, 2004 and 2003
were as follows:

                                               Three Months Ended March 31,
                                                 2004                2003
                                         -----------------   -----------------
                                            Net                 Net
Net Sales (In Thousands)                   Sales        %      Sales        $

Holographic Products ...............     $ 4,137      19.9   $ 3,172       20.2
Printed Products ...................       7,785      37.4     4,849       30.8
Pharmaceutical Products ............       3,157      15.1     2,994       19.1
Security Products ..................       2,204      10.6     1,763       11.2
Simulated Metal and Other
  Pigmented Products ...............       3,541      17.0     2,932       18.7
                                         -------     -----   -------      -----
Total ..............................     $20,824     100.0   $15,710      100.0
                                         =======     =====   =======      =====

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

                                              Three months ended
                                                    March 31,
                                          -------------------------------
Net Sales (In Thousands)                      2004             2003
                                              ----             ----
United States ..........................    $10,855          $ 7,281
Europe .................................      6,851            6,248
Other Foreign ..........................      3,118            2,181
                                            -------          -------
Total ..................................    $20,824          $15,710
                                            =======          =======

Long Lived Assets
(In Thousands)                            March 31, 2004  December 31, 2003
                                          --------------  -----------------
United States ..........................    $19,379          $18,490
Europe .................................     12,770           13,428
                                            -------          -------
Total ..................................    $32,149          $31,918
                                            =======          =======

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

Note 4.  Comprehensive Income

The Company's total comprehensive (loss) income was as follows:

                                        Three Months Ended March 31,
                                        ----------------------------
                                            2004            2003
                                            ----            ----
Net income........................       $1,126,671       $246,418
Foreign currency translation
  adjustment......................          (18,996)       207,203
                                         -----------      --------
Total comprehensive income........       $1,107,675       $453,621
                                         ===========      ========



<PAGE>




Note 5. Contingencies and Commitments

From time to time, the Company is subject to legal  proceedings  and claims that
arise in the normal course of 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.

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.  Changes in the fair value of  derivatives  are
recorded  each  period  in  current  earnings  or  other  comprehensive  income,
depending on whether a derivative is  designated as part of a hedge  transaction
and, if it is, the type of hedge  transaction.  These derivatives do not qualify
for hedge accounting and, accordingly, the Company has recorded these derivative
instruments  and the associated  assets or liabilities at their fair values with
the  related  gains  or  losses  recorded  as other  income  or  expense  in the
consolidated statements of operations.

Note 7.  Loan Refinancing

Two  notes  in  Germany  matured  March  30,  2004 and  were  refinanced  into a
$3,074,000 (2.5 million Euros) three-year term loan bearing interest at 4.9% per
annum. Interest and principal are to be paid quarterly, in arrears in the amount
of $108,000  (88,000  Euros),  with a balloon payment of $1,886,000 (1.5 million
Euros) due March 31, 2006.

Note 8.  Supplemental Pro Forma Information

The Company currently  accounts for stock based  compensation in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  Interpretations.  Had the Company  accounted for stock
based  compensation  in  accordance  with  Statement  of  Financial   Accounting
Standards No. 123 (SFAS No. 123) "Accounting for Stock-Based  Compensation," the
Company would have reported the following pro forma amounts for the three months
ended March 31, 2004 and 2003:

                                                      Three Months Ended
                                               ---------------------------------
                                                 03/31/04          03/31/03
                                                 --------          --------

Net income as reported...................       $1,126,671        $246,418
Pro forma adjustment - additional
  compensation expense had SFAS No. 123
  been adopted, net of tax...............          (16,296)        (14,945)
                                                --------------    --------------
Pro forma net income.....................        $1,110,375        $231,473
                                                ==============    ==============

Diluted earnings per share as reported...        $0.25             $0.06
Pro forma effect of compensation expense.           --             (0.01)
                                                --------------    --------------
Pro forma diluted earnings per share.....        $0.25             $0.05
                                                ==============    ==============



<PAGE>





Note 9.  Net Operating Loss Tax Asset

Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards  (NOLs)  totaling 7.1 million Euros through March 31, 2004.  These NOLs
are being  carried  forward to offset  future  taxable  income in  Germany.  The
Company has recorded  cumulative deferred tax assets of $3.2 million as of March
31, 2004  relating to the benefit of these NOLs. At present time the unused NOLs
have no expiration date.  Although  realization of the deferred tax asset is not
assured,  the Company has concluded that it is more likely than not that the tax
asset  will be  realized,  and  accordingly  no  valuation  allowance  has  been
provided.  This is  principally  based  upon a  prudent  and  feasible  business
strategy  which shifts  production  to the  Company's  plant in Germany and also
after considering benefits realized from cost reduction measures the Company has
already taken  including  closing the UK finishing  operations and warehouse and
reducing  employee  headcount.  If the  Company  concludes  that as a result  of
actions planned or taken,  that the operating results in Germany can not achieve
or 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,  but excludes  depreciation  and  amortization.  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
                                                              March 31,
                                                     ---------------------------
                                                          2004          2003
                                                          ----          ----
                                                             (Unaudited)

Net sales ............................................     100.0%      100.0%
                                                           ------      ------
Cost of goods sold (excluding
  depreciation and amortization
  shown below) .......................................      62.6        64.8
Selling, general and administrative ..................      18.7        21.0
Research and development .............................       2.9         3.4
Depreciation and amortization ........................       6.4         6.9
                                                           ------      ------
Total operating expenses .............................      90.6        96.1
                                                           ------      ------
Operating income .....................................       9.4         3.9
Interest expense and other ...........................       1.6         1.6
                                                           ------      ------
Income before taxes ..................................       7.8         2.3
Provision for income taxes ...........................       2.4         0.7
                                                           ------      ------
Net income ..........................................        5.4%        1.6%
                                                           ======      ======




<PAGE>




Quarter Ended March 31, 2004 Compared to Quarter Ended March 31, 2003

Net sales for the quarter ended March 31, 2004 increased 32.6% to $20.8 million,
from $15.7 million,  for the quarter ended March 31, 2003. The Euro strengthened
15.6% compared to the U.S. dollar, and as a result sales increased approximately
$0.9 million in the first quarter of 2004.  Holographic  product sales increased
30.4% to $4.1  million for the quarter  ended March 31,  2004,  compared to $3.2
million for the quarter ended March 31, 2003.  This increase is primarily due to
strong demand in domestic  packaging.  Printed  product sales increased 60.6% to
$7.8  million,  from $4.8 million  primarily due to and increase in market share
domestically  as a result of a major  competitor  withdrawing  from the  market.
Pharmaceutical  product  sales  increased  5.4% to $3.2  million for the quarter
ended March 31, 2004,  from $3.0  million for the quarter  ended March 31, 2003.
Pharmaceutical  product  sales  increased  primarily in Europe as the  Company's
customers  expanded their penetration.  Security product (mag stripe,  signature
panels,  and tipping  products for credit cards,  intaglio-printed  products and
gift cards) sales  increased  25.0% to $2.2  million,  from $1.8  million.  This
increase  is  due  to  larger  gift  card  volumes  and an  increase  in  market
penetration in sales of mag stripe and signature  panel  domestically.  Sales of
specialty  pigmented and other simulated metal products  increased 20.8% to $3.5
million, from $2.9 million, primarily due to the increase in the strength of the
Euro and increased market share domestically.

Cost of goods sold for the quarter ended March 31, 2004 increased 27.9% to $13.0
million,  from $10.2 million for the quarter ended March 31, 2003. This increase
was  primarily  due to the  increase  in  sales.  The  cost of  goods  sold as a
percentage of net sales for the quarter ended March 31, 2004  decreased to 62.5%
from  64.8%  for the  quarter  ended  March  31,  2003  primarily  due  improved
productivity and better utilization of the Company's fixed manufacturing costs.

Selling,  general,  and administrative  expenses for the quarter ended March 31,
2004  increased  17.7% to $3.9 million,  from $3.3 million for the quarter ended
March 31,  2003.  This  increase is due  primarily  to the  strength of the Euro
against the U.S. dollar; domestic hiring costs and profitability based incentive
compensation  accruals. As a percent of net sales these costs were 18.7% for the
quarter  ended March 31, 2004,  and 21.1% for the quarter  ended March 31, 2003.
The decrease in percentage is primarily due to the higher sales volume.

Research and development expenses for the quarter ended March 31, 2004 increased
14.9% to  $608,000,  from  $529,000 for the quarter  ended March 31, 2003.  This
increase is  primarily  due to an  increase in  personnel  costs.  Research  and
development  expenses  for the  quarter  ended  March 31,  2004  decreased  as a
percentage of net sales, to 2.9% from 3.4% for the quarter ended March 31, 2003.
This decrease in percentage was primarily due to the higher sales volume.

Depreciation  and  amortization  expenses  for the quarter  ended March 31, 2004
increased  24.1% to $1.3 million,  from $1.1 million for the quarter ended March
31, 2003.  This  increase was primarily  due to the  depreciation  on additional
domestic fixed assets  including the  installation  of two thermal  regenerative
oxidizers  in December  2003,  and the  strength of the Euro in  translation  of
European depreciation.  Depreciation and amortization expense as a percentage of
net sales for the quarter ended March 31, 2004,  decreased to 6.4% from 6.9% for
the quarter ended March 31, 2003 primarily due to the higher sales volume.


<PAGE>



Operating  income for the quarter ended March 31, 2004 increased  218.8% to $2.0
million,  from  $614,000 for the quarter  ended March 31, 2003.  The increase in
operating  income is due  primarily  due to the reasons  noted above.  Operating
income for the quarter  ended March 31, 2004  increased as a  percentage  of net
sales to 9.4% from 3.9% for the quarter  ended March 31, 2003.  This increase is
due primarily to the reasons noted above.

Interest  expense  for the  quarter  ended  March 31,  2004  increased  11.8% to
$299,000,  from $267,000 for the quarter ended March 31, 2003. This increase was
due primarily to the Company's  increased  borrowing to finance the purchase the
building  and  land  immediately  west  of its  Chicago  Heights  property,  and
borrowings to finance two thermal regenerative oxidizers.

Other  income for the quarter  ended March 31, 2004  increased  to $28,000  from
$7,000 for the quarter  ended March 31, 2003.  This increase is due primarily to
rental income from the newly acquired Chicago Heights property.

The effective income tax rate is 30.5% for both the quarter ended March 31, 2004
and March 31, 2003.

Net  income  for the  quarter  ended  March 31,  2004  increased  357.2% to $1.1
million,  from $246,000 for the quarter  ended March 31, 2003.  This increase in
net  income  was due  primarily  to the  factors  affecting  sales,  income  and
expenses, as discussed above.

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

The Company's cash flow from operations  increased by $33,000 to $52,000 in 2004
from $19,000 in 2003 primarily due to an increase in net income of $0.9 million,
plus an increase in depreciation and amortization of $0.2 million,  offset by an
increase in current assets. Working capital increased by $0.5 million during the
first three  months of 2004 as compared to the same period in 2003.  The primary
reasons  for  this  increase  are  an  increase  of  $3.0  million  in  customer
receivables, and an increase in deferred income taxes of $0.1 million, offset by
an increase in current portion of debt of $1.3 million,  an increase in accounts
payable  accrued  compensation  and benefits and other accrued  expenses of $0.7
million,  a decrease  in prepaid and other  current  assets of $0.1  million,  a
decrease in inventories of $0.1 million and a decrease of $0.4 million in cash.

Two  notes  in  Germany  matured  March  30,  2004 and  were  refinanced  into a
$3,074,000 (2.5 million Euros) three-year term loan bearing interest at 4.9% per
annum. Interest and principal are to be paid quarterly, in arrears in the amount
of $108,000  (88,000  Euros),  with a balloon payment of $1,886,000 (1.5 million
Euros) due March 31, 2006.


<PAGE>





Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards  (NOLs)  totaling 7.1 million Euros through March 31, 2004.  These NOLs
are being  carried  forward to offset  future  taxable  income in  Germany.  The
Company has recorded  cumulative deferred tax assets of $3.2 million as of March
31, 2004  relating to the benefit of these NOLs. At present time the unused NOLs
have no expiration date.  Although  realization of the deferred tax asset is not
assured,  the Company has concluded that it is more likely than not that the tax
asset  will be  realized,  and  accordingly  no  valuation  allowance  has  been
provided.  This is  principally  based  upon a  prudent  and  feasible  business
strategy  which shifts  production  to the  Company's  plant in Germany and also
after considering benefits realized from cost reduction measures the Company has
already  taken  including  closing the UK finishing  operation and warehouse and
reducing  employee  headcount.  During the first quarter of operations for 2004,
the German  operations  generated a profit.  If the Company  concludes that as a
result of actions  planned or taken,  that the operating  results in Germany can
not  achieve or 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.

At March 31, 2004,  the Company had  available  $6.2 million under the revolving
credit  agreement  maintained  with the company's  primary bank. This agreement,
which matures April 1, 2005, is  collateralized  by the Company's trade accounts
receivables  and  inventories.  The Company  expects to renew its loan revolving
credit  agreements in the normal course prior to the maturity  date. 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 had no material
commitments to purchase capital assets as of March 31, 2004.

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

Member countries of the European Union have  established  fixed conversion rates
between their existing currencies ("legacy currencies") and one common currency,
the Euro. Since January 1, 2002, the new Euro-denominated notes and coins are in
circulation  and legacy  currencies  have been withdrawn from  circulation.  The
Company has a manufacturing facility located in a member country (Germany),  and
the  conversion  to the Euro has  eliminated  currency  exchange  rate  risk for
transactions  among  the  member  countries,  which  for the  Company  primarily
consists  of payments  to  suppliers.  In  addition,  because  the Company  uses
foreign-denominated  debt to meet its financial  requirements  and to reduce its
foreign currency risks,  certain of these financial  instruments are denominated
in Euro to  finance  European  activities.  The  Company  addressed  all  issues
involved with converting to the new currency,  and the conversion did not have a
significant  impact on its  financial  position,  results of  operations or cash
flows.  At March 31, 2004, the Company had total assets of $29.9 million and net
assets of $10.0 million invested in Europe.



<PAGE>




Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

Item 4.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and  principal  financial  officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and  procedures  upon which these  financial  statements and management
discussion are based pursuant to Securities  Exchange Act Rule 13a-15as of March
31,  2004.  Based on their  evaluation,  our  principal  executive  officer  and
principal  financial  officer  have  concluded  that  the  Company's  disclosure
controls and  procedures  were  effective  as of March 31,  2004.  There were no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect these controls in the first quarter of 2004.



<PAGE>





                           Part II - Other Information

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.      Exhibits

        31.1    Certification of CEO pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

        31.2    Certification of CFO pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.

        32.1    Certification of CEO pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

        32.2    Certification of CFO pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

b.      Reports on Form 8-K
        During the fiscal fourth quarter of 2003, and through the date of
        this filing, a Report on Form 8-K dated April 23, 2004, reporting on
        Item 7 (Financial Statements and Exhibits) and Item 12 (Results of
        Operations and Financial Condition) was filed. In accordance with
        General Instruction B of Form 8-K, the Report submitted to the
        Securities and Exchange Commission under Item 12 of Form 8-K is not
        deemed to be "filed" for purposes of Section 18 of the Securities
        Exchange Act of 1934 (the "Exchange Act"), and is not subject to the
        liabilities of that section. We are not incorporating, and will not
        incorporate by reference, such Report into any filing under the
        Securities Act of 1933 or the Exchange Act.




<PAGE>






                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on April 29, 2004.


                                      CFC INTERNATIONAL, INC.


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