UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-Q/A


(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, 2002

        ----    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                For the transition from               to
                                        -------------    -------------

                           Commission File No. 027222

                             CFC INTERNATIONAL, INC.

             (Exact name of Registrant as specified in its charter)

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

                500 State Street, Chicago Heights, Illinois 60411
                -------------------------------------------------

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



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

                YES  ( X )                                  NO  (     )

As of May 01, 2002, the Registrant had issued and outstanding 4,183,639 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.
List of Items Amended

Part I--Financial Information

Item 1.
Financial Statements


    Consolidated Balance Sheets
    Consolidated Statements of Income
    Consolidated Statements of Cash Flows
    Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results
of Operations

Item 4.

Controls and Procedures (1)
--------------------------------------------------------------------------------

(1)
Newly added pursuant to Sarbanes-Oxley Act and Item 307(b) of Regulation S-X

Explanatory Note: This filing solely amends the original filing on Form 10-Q
with respect to treatment of intangible assets upon the implementation of SFAS
No. 142 which is more fully described at footnote 6 of the financial statements
contained in the filing at page 11 and for which the amounts impact both the
financial statements as well as portions of "Management's Discussion and
Analysis of Financial Conditions and Results of Operations." On the same date of
the filing of this Form 10-Q/A, the registrant is filing a Form 10-Q/A for the
quarter ended June 30, 2002, and its Form 10-Q for the quarter ended September
30, 2002, to which reference is made for additional information and developments
after March 31, 2002.

As a result of these changes, net income and earnings per diluted share
disclosed in the original Form 10-Q for the three months ended March 31, 2002
will decrease from $465,000 and $0.10 cents per share on a fully diluted basis,
to $422,000 and $0.10 cents per share on a fully diluted basis. Earnings before
interest, taxes, depreciation and amortization, and the company's cash flows
will not change from what was disclosed for those periods in the original Form
10-Q.

<PAGE>







                             CFC INTERNATIONAL, INC.

                               INDEX TO FORM 10-Q




                                                                Page
                                                                ----

Part I - Financial Information:

Item 1 - Financial Statements

  Consolidated Balance Sheets - March 31, 2002
    and December 31, 2001....................................      6

  Consolidated Statements of Income for the
    three (3) months ended March 31, 2002
    and March 31, 2001.......................................      7

  Consolidated Statements of Cash Flows for the
    three (3) months ended March 31, 2002
    and March 31, 2001.......................................      8

  Notes to Consolidated Financial Statements.................   9-13

Item 2 - Management's Discussion and Analysis of
  Financial Condition and Results of Operations..............  14-17

Item 3. - Quantitative and Qualitative Disclosures
  About Market Risk..........................................     17

Item 4. - Controls and Procedures............................     17


Part II - Other Information:

Item 6 - Exhibits and Reports on Form 8-K....................     18

  Signatures.................................................     19

    Certifications...........................................  20-25



<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 continuing unfavorable economic conditions on market growth
     trends in general and on the Company's customers and the demand for the
     Company's products and services 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 raw material costs and the Company's ability to adjust selling
     prices;

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

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


<PAGE>




o    The Company's 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; and

o    Control of the Company by a principal stockholder.

The risks included here are not exhaustive. We operate in a very competitive and
rapidly changing environment. New risk factors emerge from time to time and it
is not possible for us to predict all such risk factors, nor can we assess the
impacts of all such risk factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results. We have no obligation to revise or
update these forward-looking statements to reflect events or circumstances that
arise after November 19, 2002 or to reflect the occurrence of anticipated
events.

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




<PAGE>


                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                      MARCH 31, 2002 AND DECEMBER 31, 2001

                                                    March 31,     December 31,
                                                      2002           2001
                                                      ----           ----
                                                   (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ................         $3,586,865       $2,492,595
Accounts receivable, less
  allowance for doubtful
  accounts of $635,000
  and $583,000 at
  March 31, 2002 and
  December 31, 2001,
  respectively ...........................          9,205,561        8,423,925
Inventories:
  Raw materials ..........................          2,255,985        2,638,602
  Work in process ........................          1,996,681        1,858,677
  Finished goods .........................          5,942,718        5,877,489
                                                  ------------     ------------
                                                   10,195,384       10,374,768
Prepaid expenses and other current assets.          1,283,312        1,080,845
Deferred income tax assets................          2,987,413        2,987,413
                                                  ------------     ------------
  Total current assets....................         26,475,899       26,141,182
                                                  ------------     ------------
Property, plant and equipment, net........         23,767,530       24,792,724
Other assets .............................          4,192,625        4,263,500
                                                  ------------     ------------
  Total assets............................        $54,437,054      $55,197,406
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.........        $ 2,666,037      $ 2,762,909
Accounts payable..........................          3,038,879        3,285,526
Accrued compensation and benefits.........          1,272,423        1,165,878
Accrued expenses and other current
  liabilities.............................          3,682,328        3,783,842
                                                  ------------     ------------
  Total current liabilities...............         10,659,667       10,998,155
                                                  ------------     ------------
Deferred income tax liabilities...........          2,185,717        2,185,717
Long-term debt, net of current portion....         18,942,842       19,371,422
                                                  ------------     ------------
  Total liabilities.......................         31,788,226       32,555,294
                                                  ------------     ------------

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; 4,424,717 and
  4,421,529 shares issued at March 31, 2002
  and December 31, 2001, respectively......            44,248           44,216
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.................        12,009,083       11,968,980
Retained earnings..........................        14,894,373       14,472,467
Accumulated other comprehensive
  income (loss)............................        (1,875,325)      (1,557,100)
                                                  ------------     ------------
                                                   25,077,509       24,933,693
Less 514,867 and 482,867 treasury
  shares of common stock, at cost,
  at March 31, 2002 and December 31, 2001,
  respectively.............................        (2,428,681)      (2,291,581)
                                                  ------------     ------------
                                                   22,648,828       22,642,112
                                                  ------------     ------------
  Total liabilities and stockholders'
    equity.................................       $54,437,054      $55,197,406
                                                  ============     ============

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


<PAGE>










                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001


                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                        2002           2001
                                                        ----           ----
                                                    (Unaudited)

Net sales ......................................   $ 14,841,680    $ 16,309,842
                                                   ------------    ------------
Cost of goods sold .............................      9,469,565      10,548,981
Selling, general and administrative expenses ...      3,207,243       3,375,827
Research and development expenses ..............        513,361         629,605
Depreciation and amortization expense ..........        902,709       1,090,000
                                                   ------------    ------------
Total operating expenses .......................     14,092,878      15,644,413
                                                   ------------    ------------

Operating income ...............................        748,802         665,429

    Interest ...................................        329,815         402,046
    Other expense ..............................           --            15,600
    Other income (loss) ........................       (200,419)         (7,320)
                                                   ------------    ------------
                                                        129,396         410,326
                                                   ------------    ------------
Income before income taxes .....................        619,406         255,103
Provision for income taxes .....................        197,500          97,404
                                                   ------------    ------------

Net income .....................................   $    421,906    $    157,699
                                                   ============    ============


Basic earnings per share .......................   $       0.10    $       0.03

Diluted earnings per share .....................   $       0.10    $       0.03


               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, 2002 AND 2001

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                         2002            2001
                                                         ----            ----
                                                    (Unaudited)     (Unaudited)
Cash flow from operating activities:
  Net income ...................................    $   421,906     $   157,699
    Adjustments to reconcile
      net income to net cash
      provided by operating
      activities:
       Depreciation and amortization ...........        902,709       1,090,000
       Deferred income taxes ...................        (31,993)       (169,872)
       Gain on sale of land and building .......       (191,158)           --
       Changes in assets and liabilities:
       Accounts receivable .....................        692,896      (1,096,341)
       Inventories .............................         30,873         551,202
       Other current assets ....................       (198,611)          6,082
       Accounts payable ........................       (217,774)        995,644
       Accrued compensation and benefits .......        117,903         (52,697)
       Accrued expenses and other
         current liabilities ...................       (103,337)      1,008,569
                                                    -----------     -----------
Net cash provided by operating activities ......    $ 1,423,414     $ 2,490,286
                                                    -----------     -----------

Cash flows from investing activities:
  Additions to property, plant and equipment ...       (264,168)       (557,896)
  Proceeds from sale of land and building ......        455,334            --
                                                    -----------     -----------
Net cash provided by (used in)
  investing activities .........................        191,166        (557,896)
                                                    -----------     -----------

Cash flows from financing activities:
  Proceeds from revolving loan .................        693,007         420,055
  Repayments of revolving loan .................       (628,745)       (653,063)
  Repayments of term loans .....................       (419,834)     (1,306,804)
  Repayment of capital lease ...................           --            (6,950)
  Issuance of common stock .....................         17,138          19,082
  Repurchase of common stock for
    treasury stock .............................       (137,100)        (27,078)
                                                    -----------     -----------
Net cash used in financing activities ..........       (475,534)     (1,554,758)
                                                    -----------     -----------

Effect of exchange rate changes
  on cash and cash equivalents .................        (44,776)        (60,616)
                                                    -----------     -----------
Increase in cash and cash equivalents ..........      1,094,270         317,016

Cash and cash equivalents:
Beginning of period ............................      2,492,595         298,871
End of Period ..................................    $ 3,586,865     $   615,887


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


<PAGE>





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001
                                   (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 consolidated financial
position of CFC International, Inc. (the Company), and its wholly-owned
subsidiaries, as of March 31, 2002 and December 31, 2001 (audited), the
consolidated results of operations for the three (3) months ended March 31, 2002
and 2001, and consolidated statements of cash flows for the three (3) months
ended March 31, 2002 and 2001.

The unaudited interim consolidated financial statements included herein have
been prepared pursuant to the rules and regulations for reporting on Form 10-Q.
Accordingly, certain information and footnote disclosures normally accompanying
the annual consolidated financial statements have been omitted. The interim
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
latest annual report on Form 10-K.

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

Certain prior period amounts in the statements of operations have been
reclassified to conform to current period presentation. These reclassifications
had no effect on the previously reported amounts of income before income taxes
or net income.

Note 2.  Comprehensive Income

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

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2002        2001
                                                         ----        ----

Net income...........................................  $421,906   $  157,699
Less:  foreign currency translation adjustment.......   318,225    1,021,886
                                                       --------   ----------
Total comprehensive income (loss)....................  $103,681  ($  864,187)
                                                       ========  ============


Note 3.  Earnings Per Share

                                    March 31, 2002           March 31, 2001
                             ------------------------  -------------------------
                                                 Per                        Per
                             Income    Shares   Share  Income     Shares   Share
Basic Earnings Per Share:
Income available to
  Common Stockholders...... $421,906  4,459,313  $.10  $157,699  4,564,693  $.03
Effect of Dilutive
  Securities:
  Options exercisable......               1,335                      1,058
  Convertible debt.........   15,000    119,047
Diluted Earnings per Share. $436,906  4,579,695  $.10  $157,699  4,565,751  $.03



<PAGE>



Note 4.  Business Segments and International Operations

The Company and its subsidiaries operate in a single business segment, which is
the formulating and manufacturing of chemically complex, multi-layered
functional coatings. The Company produces five primary types of coating
products. Net sales (in millions) for each of these products for the three
months ended March 31, 2002 and 2001 were as follows:

                                                              2002       2001
                                                              ----       ----
Printed Products ...................................         $ 4.9       $ 4.7
Pharmaceutical Products ............................           2.8         2.8
Security Products ..................................           2.0         1.7
Holographic Products ...............................           2.4         2.8
Specialty Pigmented and
  Other Simulated Metal Products ...................           2.7         4.3
                                                             -----       -----
Total ..............................................         $14.8       $16.3
                                                             =====       =====

The following is sales by geographic area for the three months ended March 31,
2002 and 2001 and long-lived asset information as of March 31, 2002 and December
31, 2001:

Sales (In Thousands)                                  2002               2001
--------------------                                  ----               ----
United States ..........................             $ 8,093           $ 7,410
Europe .................................               4,812             6,131
Other Foreign ..........................               1,937             2,769
                                                     -------           -------
Total ..................................             $14,842           $16,310
                                                     =======           =======

Net Fixed Assets (In Thousands)                       2002               2001
-------------------------------                       ----               ----
(In Thousands)
United States ..........................             $14,988           $15,389
Europe .................................               8,780             9,404
                                                     -------           -------
Total ..................................             $23,768           $24,793
                                                     =======           =======

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

Note 5.  Contingencies

From time to time, the Company is subject to legal proceedings and claims which
arise in the normal course of its business. In the opinion of management, the
amount of ultimate liability with respect to these actions will not have a
material adverse effect on the Company's consolidated financial condition,
results of operations or cash flows.


<PAGE>



Note 6.  Recent Accounting Pronouncements; Restatement of Financial Statements

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" and SFAS No. 144
("SFAS 144"),  "Impairment  or Disposal of  Long-Lived  Assets." The adoption of
SFAS No. 144 had no impact on the financial statements.

SFAS No. 142 addresses accounting and reporting for (i) in tangible assets at
acquisition and (ii) for intangible assets and goodwill subsequent to their
acquisition. The Company's goodwill and intangible assets are classified in the
balance sheets as "Other assets" and relate to goodwill from certain business
acquisitions, production processes and worldwide marketing rights all related to
holography and the Company's holographic products. The following are the major
classes of the Company's intangibles and goodwill:

                                                        Net               Net
                                                     Carrying          Carrying
                                                       Value             Value
                                                     03/31/02          12/31/01
                                                     --------          --------
Goodwill .....................................       $1,030,000       $1,030,000
Holographic base coat processes ..............          115,000          126,500
Worldwide holographic rights .................        3,047,625        3,107,000
                                                     ----------       ----------
Total ........................................       $4,192,625       $4,263,500
                                                     ==========       ==========



<PAGE>



Management had initially  assessed the useful  economic life for its holographic
base coat process and worldwide  holographic  rights to have an indefinite life.
During  the  review  of the third  quarter  2002,  the  Company  concluded  that
amortization should continue to be recorded for those assets under SFAS No. 142.
As a  result,  in the  first  quarter  of  2002  the  Company  has  recorded  an
amortization  amount  of  $70,785,  or  $43,376  net of income  taxes,  and will
continue to record  amortization on those intangible assets. As required by SFAS
No. 142,  amortization  of the goodwill has ceased and annual  impairment  tests
will be performed. The consolidated financial statements as of and for the three
months  ended March 31, 2002 and notes  thereto  included in this report on Form
10-Q/A have been adjusted to include the effects of these additional amounts, as
follows:

                                                    Three Months Ended 03/31/02
                                                   ----------------------------
                                                          As
                                                     Previously
                                                      Reported        Adjusted
                                                      --------        --------
Net sales ......................................   $ 14,841,680    $ 14,841,680
Cost of goods sold .............................      9,469,565       9,469,565
Selling, general and administrative expenses ...      3,207,243       3,207,243
Research and development expenses ..............        513,361         513,361
Depreciation and amortization expense ..........        831,834         902,709
Total operating expenses .......................     14,022,003      14,092,878

Operating income ...............................        819,677         748,802

Other (income) expense:
    Interest expense ...........................        329,815         329,815
    Interest income ............................           --              --
    Other expense ..............................           --              --
    Other income ...............................       (200,419)       (200,419)

Income before income taxes .....................        690,281         619,406
Provision for income taxes .....................        225,000         197,500

Net income .....................................   $    465,281    $    421,906


Basic earnings per share .......................   $       0.10    $       0.10

Diluted earnings per share .....................   $       0.10    $       0.10

Retained earnings ..............................   $ 14,937,748    $ 14,894,373




<PAGE>




The following table presents March 31, 2001 had the provisions of SFAS No. 142
been applied in this period, as well as, the comparable period for 2002
(year of initial application):

                                                  Three Months    Three Months
                                                      Ended           Ended
                                                    03/31/01        03/31/02
                                                    --------        --------

Net income as reported ..........................   $157,699        $421,906
Add back amortization:
Goodwill ........................................     23,934               -
Related income tax effect .......................     (8,324)              -
                                                    ---------       --------
Adjusted net income .............................   $173,309        $421,906
                                                    ---------       --------

Basic and diluted earnings per share, as reported   $    0.03       $   0.10
Add back amortization of good will,
 and related income tax effect ..................   $    0.01              -
                                                    ---------       --------
Adjusted basic and diluted earnings per share ...   $    0.04       $   0.10
                                                    =========       ========

Prior to the adoption of SFAS No. 142, other assets consisted of the following
goodwill and intangibles and related amortization periods:

                                      Pre-SFAS No. 142     Post-SFAS No. 142
                                    Amortization Period   Amortization Period
                                    -------------------   -------------------
Goodwill.............................  180 months         None- Indefinite Life
Holographic base coat process........  120 months         120 Months
Worldwide holographic rights.........  180 months         180 Months

The Company has no material commitments to purchase capital assets as of March
31, 2002.


<PAGE>





            Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Overview
--------
The Company formulates, manufactures and sells chemically-complex, transferable,
multi-layer coatings for use in many diversified markets, such as holographic
packaging and authentication seals, furniture and building products,
pharmaceutical products and transaction cards (including credit cards, debit
cards, ATM cards and access cards), and intaglio printing.

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

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

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

                                                        Three Months Ended
                                                            March 31,
                                                     ---------------------------
                                                         2002         2001
                                                         ----         ----
                                                             (Unaudited)

Net sales........................................        100.0%       100.0%
Cost of goods sold...............................         63.8          64.7
Selling, general and administrative..............         21.6          20.7
Research and development.........................          3.5           3.9
Depreciation and amortization....................          6.1           6.7
Total operating expenses ........................         95.0          96.0
Operating income ................................          5.0           4.0
Interest expense ................................          2.2           2.5
Other expense ...................................            -             -
Other income (loss) .............................         (1.3)         (0.1)
Income before taxes..............................          4.1           1.6
Provision for income taxes.......................          1.3           0.6
Net income ......................................          2.8%          1.0%


<PAGE>




Quarter Ended March 31, 2002 Compared to Quarter Ended March 31, 2001
---------------------------------------------------------------------

Net sales for the quarter ended March 31, 2002 decreased 9.0% to $14.8 million,
from $16.3 million for the quarter ended March 31, 2001. Holographic product
sales decreased 15.7% to $2.4 million for the quarter ended March 31, 2002,
compared to $2.8 million for the quarter ended March 31, 2000. This decrease was
due primarily to an arts and craft product launch that was not successful, and
sales to a foreign government in 2001 that did not repeat in 2002. Printed
product sales increased 5.7% to $4.9 million, from $4.7 million primarily due to
increased market penetration. Pharmaceutical product sales decreased slightly
1.5% to $2.80 million, from $2.84 million. Pharmaceutical product sales
decreased primarily due to a competitor in Mexico having a favorable duty
position in sales to South America. Security product (mag stripe, signature
panels, and tipping products for credit cards, intaglio-printed products and
gift cards) sales increased 18.0% to $2.0 million, from $1.7 million. This
increase was primarily a result of sales of gift card products to a major
retailer. Sales of specialty pigmented and other simulated metal products
decreased 36.2% to $2.7 million, from $4.3 million, primarily due to the
Company's strategic plan to eliminate lower margin, high-service products.

Cost of goods sold for the quarter ended March 31, 2002 decreased 10.2% to $9.5
million, from $10.5 million for the quarter ended March 31, 2001. This decrease
was primarily due to the decrease in sales volume offset in part by sales of
higher margin products and the business interruption insurance proceeds. The
cost of goods sold as a percentage of net sales for the quarter ended March 31,
2002 decreased to 63.8% from 64.7% for the quarter ended March 31, 2001 due to
decreases in material costs, partly offset by fixed cost being a higher
percentage of lower sales.

Selling, general, and administrative expenses for the quarter ended March 31,
2002 decreased 5.0% to $3.2 million from $3.4 million for the quarter ended
March 31, 2001. These decreases are due primarily to realizing the benefits of
the Company's efforts to reduce the worldwide workforce, consolidate facilities
and control expenses. As a percent of net sales these costs were 21.6% for the
quarter ended March 31, 2002, and 20.7% for the quarter ended March 31, 2001.
The increase in percentage is due to the lower sales volume.

Research and development expenses for the quarter ended March 31, 2002 decreased
18.5% to $513,000 from $630,000 for the quarter ended March 31, 2001 due
primarily to the consolidation of the Ventura, California Optical Lab into
Countryside, Illinois. Research and development expenses for the quarter ended
March 31, 2002 decreased as a percentage of net sales, to 3.5% from 3.9% for the
quarter ended March 31, 2001. This decrease in percentage was due primarily to
the reasons noted above.

Depreciation and amortization expenses for the quarter ended March 31, 2002
decreased 17.2% to $0.9 million from $1.1 million for the quarter ended March
31, 2001. This decrease was primarily due to fully depreciated assets in 2001
and the Company no longer amortizing goodwill as a result of FASB No. 142.
Depreciation and amortization expense as a percentage of net sales for the
quarter ended March 31, 2002 decreased to 6.1% from 6.7% for the quarter ended
March 31, 2001 for the same reasons.

Total operating expenses for the quarter ended March 31, 2002 decreased 9.9% to
$14.1 million from $15.6 million for the quarter ended March 31, 2001. The
decrease in total operating expenses is primarily due to lower cost of sales
caused by lower sales and reductions in the worldwide workforce. Total operating
expenses for the quarter ended March 31, 2002 decreased as a percentage of net
sales to 95.0% from 96.0% for the quarter ended March 31, 2001. This decrease is
due to the reasons noted above.


<PAGE>




Operating income for the quarter ended March 31, 2002 increased 12.5% to
$749,000, from $665,000 for the quarter ended March 31, 2001. The increase in
operating income is due primarily due to the decreases in costs and expenses for
the reasons noted above. Operating income for the quarter ended March 31, 2002
increased as a percentage of net sales to 5.0% from 4.0% for the quarter ended
March 31, 2001. This increase is due primarily to the reasons noted above.

Interest expense for the quarter ended March 31, 2002 decreased 18.0% to
$330,000, from $402,000 for the quarter ended March 31, 2001. This decrease was
due primarily to the repayment of debt and lower rates of interest on the
Company's floating interest rate debt.

Other income for the quarter ended March 31, 2002 increased to $200,000 from
$7,000 for the quarter ended March 31, 2001. This increase is a result of the
sale of an older manufacturing site in Goppingen, Germany.

The effective income tax rate for the quarter ended March 31, 2002 is 31.9%
versus 38.2% for the same period in 2001. The primary reasons for the
differences are due to the effects of income tax rates on foreign income and
certain tax credits and permanent differences in the United States.

Net income for the quarter ended March 31, 2002 increased 167.5% to $422,000,
from $158,000 for the quarter ended March 31, 2001. This increase in net income
was due primarily to the factors as discussed above.

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

The Company's working capital increased by $0.7 million during the quarter. The
primary reasons were an increase of $1.1 million in cash and an increase of $0.2
million in prepaid and other current assets, and a decrease in current
liabilities of $0.3 million (resulting from amortization of debt and a reduction
in payables), offset by a decrease of $0.8 million in customer receivables
(resulting in large part from the lower sales during the first quarter 2002
compared to the fourth quarter 2001), and by a decrease of $0.2 million in
inventories.

At March 31, 2002, the Company had available $9.1 million under the revolving
credit agreement maintained with the Company's primary bank. This agreement,
which expires April 1, 2003, is collateralized by the Company's trade accounts
receivables and inventories. The Company believes that the net cash provided by
operating activities and amounts available under the revolving credit agreement
are sufficient to finance the Company's growth and future capital requirements.
The Company does not have any material commitments to purchase capital assets as
of March 31, 2002.


<PAGE>




Recent Accounting Pronouncements
--------------------------------

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" and SFAS No. 144
("SFAS 144"),  "Impairment  or Disposal of  Long-Lived  Assets." The adoption of
SFAS No. 144 had no impact on the financial statements.

SFAS No. 142 addresses accounting and reporting for (i) in tangible assets at
acquisition and (ii) for intangible assets and goodwill subsequent to their
acquisition. The Company's goodwill and intangible assets are classified in the
balance sheets as "Other assets" and relate to the acquisition of businesses and
exclusive worldwide rights to holographic technology. As a result of SFAS No.
142, management had reassessed the previously assigned lives for those assets
and as a result of this reassessment had determined them to be indefinite lived.
The Company has concluded that amortization should continue to be recorded for
certain intangible assets under SFAS No. 142; whereas the Company's initial
determination was that under SFAS No. 142 such assets had an indefinite life and
would not subject to amortization. As a result, the Company has recorded an
amortization amount of $70,875, or $43,376 net of income taxes, in the first
quarter and will continue to record amortization. Amortization of the goodwill
has ceased and annual impairment tests will be performed.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments held by the Company for which it is
practicable to estimate that value. The carrying amount of cash equivalents
approximates fair value because of the short maturity of those instruments. The
estimated fair value of the Company's long-term debt approximated its carrying
value at March 31, 2002 and 2001 based upon market prices for the same or
similar type of financial instrument.

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

Item 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.

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. Based on their evaluation, which was completed November
14, 2002, our principal executive officer and principal financial officer have
concluded that these controls and procedures are effective and appropriate to
ensure the correctness and completeness of this quarterly report. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date our evaluation was
completed.



<PAGE>






                           Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

(a)      Exhibits

         99.1     Certification of CEO Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.

         99.2     Certification of CFO Pursuant to 18 U.S.C. Section 1350, as
                  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
                  of 2002.
(b)      Report on Form 8-K
         Other than as previously reported, no reports on Form 8-K were filed
         during the three months ended March 31, 2002.



<PAGE>




                                   SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned; thereunto duly authorized, on November 19, 2002.


                              CFC INTERNATIONAL, INC.



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






<PAGE>




                                 Certifications
                                 --------------


I, Roger F. Hruby, Chairman and Chief Executive Officer, certify that:

        1.      I have reviewed this quarterly report on Form 10-Q/A of CFC
                International, Inc.;

        2.      Based on my knowledge, this quarterly report does not contain
                any untrue statement of a material fact or omit to state a
                material fact necessary to make the statements made, in light of
                the circumstances under which such statements were made, not
                misleading with respect to the period covered by this quarterly
                report;

        3.      Based on my knowledge, the financial statements, and other
                financial information included in this quarterly report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this quarterly report;

        4.      The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                a)  designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to
                    us by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

                b)  evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior
                    to the filing date of this quarterly report (the "Evaluation
                    Date"); and

                c)  presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

        5.      The registrant's other certifying officers and I have disclosed,
                based on our most recent evaluation, to the registrant's
                auditors and the audit committee of registrant's board of
                directors (or persons performing the equivalent function):

                a)  all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

                b)  any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


<PAGE>





        6.      The registrant's other certifying officers and I have indicated
                in this quarterly report whether or not there were significant
                changes in internal controls or in other factors that could
                significantly affect internal controls subsequent to the date of
                our most recent evaluation, including any corrective actions
                with regard to significant deficiencies and material weaknesses.

Date:  November 19, 2002

                                       /s/___________________Roger F. Hruby
                                          Roger F. Hruby
                                          Chairman, Chief Executive Officer



<PAGE>





                                 Certifications
                                 --------------


I, Dennis W. Lakomy, Executive Vice President, Chief Financial Officer,
certify that:

        1.      I have reviewed this quarterly report on Form 10-Q/A of CFC
                International, Inc.;

        2.      Based on my knowledge, this quarterly report does not contain
                any untrue statement of a material fact or omit to state a
                material fact necessary to make the statements made, in light of
                the circumstances under which such statements were made, not
                misleading with respect to the period covered by this quarterly
                report;

        3.      Based on my knowledge, the financial statements, and other
                financial information included in this quarterly report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this quarterly report;

        4.      The registrant's other certifying officers and I are responsible
                for establishing and maintaining disclosure controls and
                procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
                for the registrant and we have:

                a)  designed such disclosure controls and procedures to ensure
                    that material information relating to the registrant,
                    including its consolidated subsidiaries, is made known to
                    us by others within those entities, particularly during the
                    period in which this quarterly report is being prepared;

                b)  evaluated the effectiveness of the registrant's disclosure
                    controls and procedures as of a date within 90 days prior
                    to the filing date of this quarterly report (the "Evaluation
                    Date"); and

                c)  presented in this quarterly report our conclusions about the
                    effectiveness of the disclosure controls and procedures
                    based on our evaluation as of the Evaluation Date;

        5.      The registrant's other certifying officers and I have disclosed,
                based on our most recent evaluation, to the registrant's
                auditors and the audit committee of registrant's board of
                directors (or persons performing the equivalent function):

                a)  all significant deficiencies in the design or operation of
                    internal controls which could adversely affect the
                    registrant's ability to record, process, summarize and
                    report financial data and have identified for the
                    registrant's auditors any material weaknesses in internal
                    controls; and

                b)  any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal controls; and


<PAGE>





        6.      The registrant's other certifying officers and I have indicated
                in this quarterly report whether or not there were significant
                changes in internal controls or in other factors that could
                significantly affect internal controls subsequent to the date of
                our most recent evaluation, including any corrective actions
                with regard to significant deficiencies and material weaknesses.


Date:  November 19, 2002


                                      /s/___________________Dennis W. Lakomy
                                         Dennis W. Lakomy
                                         Executive Vice President,
                                         Chief Financial Officer




<PAGE>





EXHIBIT 99.1

                Certification Pursuant to 18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


In  connection  with the Quarterly  Report on Form 10-Q/A of CFC  International,
Inc. and  subsidiaries  (the "Company") for the quarterly period ended March 31,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I Roger F. Hruby,  Chairman of the Board,  and Chief Executive
Officer of the Company,  hereby  certify,  pursuant to 18 U.S.C.  ss.  1350,  as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to the best
of my knowledge:

         (1)    The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and

         (2)    The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



/s/_________________________________Roger F. Hruby
   Name:        Roger F. Hruby
   Title:       Chairman of the Board, and Chief Executive Officer
   Date:        November 19, 2002

This   certification   accompanies  the  Report  pursuant  to  ss.  906  of  the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed filed by the Company for purposes of ss.
18 of the Securities Exchange Act of 1934, as amended.


<PAGE>





EXHIBIT 99.2

                Certification Pursuant to 18 U.S.C. Section 1350,
                             as Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002


In  connection  with the Quarterly  Report on Form 10-Q/A of CFC  International,
Inc. and  subsidiaries  (the "Company") for the quarterly period ended March 31,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I Dennis  W.  Lakomy,  Executive  Vice  President,  and  Chief
Financial  Officer of the Company,  hereby  certify,  pursuant to 18 U.S.C.  ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that, to
the best of my knowledge:

         (1)    The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934; and

         (2)    The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



/s/___________________________________Dennis W. Lakomy
   Name:        Dennis W. Lakomy
   Title:       Executive Vice President, and Chief Financial Officer
   Date:        November 19, 2002

This   certification   accompanies  the  Report  pursuant  to  ss.  906  of  the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002,  be deemed filed by the Company for purposes of ss.
18 of the Securities Exchange Act of 1934, as amended.