UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


(Mark One)
    X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                   For the quarterly period ended September 30, 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. 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  (     )

As of November 19, 2002, the Registrant had issued and outstanding 3,866,647
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 - September 30, 2002
     and December 31, 2001...................................      5

   Consolidated Statements of Operations for the
     three (3) months and for the nine (9) months
     ended September 30, 2002 and September 30, 2001.........      6

   Consolidated Statements of Cash Flows for the
     nine (9) months ended September 30, 2002 and
     September 30, 2001......................................      7

   Notes to Consolidated Financial Statements................   8-12


Item 2. Management's Discussion and Analysis of Financial
  Condition and Results of Operations........................  13-18

Item 3. Quantitative and Qualitative Disclosures about
  Market Risks...............................................     18

Item 4.  Controls and Procedures.............................     19

Item 5.  Other Information...................................     19

Item 6.  Exhibits and Report on Form 8-K.....................     19

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

    Certifications...........................................  21-26


<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 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 - Financial Information
                          Item 1. Financial Statements
                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

                                                  September 30,    December 31,
                                                     2002              2001
                                                     ----              ----
                                                  (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................   $  3,743,006    $  2,492,595
Accounts receivable, less
  allowance for doubtful
  accounts of $801,000
  and $583,000 at
  September 30, 2002 and
  December 31, 2001 respectively ...............     10,611,674       9,205,561
Inventories:
  Raw materials ................................      2,652,540       2,638,602
  Work in process ..............................      1,796,946       1,858,677
  Finished goods ...............................      5,271,198       5,877,489
                                                   ------------    ------------
Total inventories ..............................      9,720,684      10,374,768
Prepaid expenses and
  other current assets .........................      1,136,190       1,080,845
Deferred income tax asset ......................      2,987,413       2,987,413
                                                   ------------    ------------
  Total current assets .........................     28,198,967      26,141,182
                                                   ------------    ------------
Property, plant and equipment, net .............     25,040,485      24,792,724
Other assets ...................................      4,050,875       4,263,500
                                                   ------------    ------------
Total assets ...................................   $ 57,290,327    $ 55,197,406
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ..............   $  5,976,740    $  2,762,909
Accounts payable ...............................      3,750,908       3,285,526
Accrued compensation and benefits ..............      1,704,087       1,165,878
Other accrued expenses and
  current liabilities ..........................      3,499,309       3,783,842
                                                   ------------    ------------
  Total current liabilities ....................     14,931,044      10,998,155
                                                   ------------    ------------
Deferred income taxes ..........................      2,185,717       2,185,717
Long-term debt .................................     15,500,492      19,371,422
                                                   ------------    ------------
  Total liabilities ............................     32,617,253      32,555,294
                                                   ------------    ------------
STOCKHOLDERS' EQUITY:
Voting preferred stock,
  par value $.01 per share,
  750 shares authorized,
  no shares issued or outstanding ..............            --              --
Common stock, $.01 par value,
  10,000,000 shares authorized;
  4,432,514 and 4,421,529 shares
  issued at September 30, 2002 and
  December 31, 2001 respectively ...............         44,325          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 .....................     12,096,909      11,968,980
Retained earnings ..............................     15,663,610      14,472,467
Accumulated other comprehensive
  income .......................................       (478,497)     (1,557,100)
                                                   ------------    ------------
                                                     27,331,477      24,933,693
Less 565,867 and 482,867 treasury
  shares of common stock, at cost,
  at September 30, 2002 and
  December 31, 2001 respectively ...............     (2,658,403)     (2,291,581)
                                                   ------------    ------------
                                                     24,673,074      22,642,112
                                                   ------------    ------------
  Total liabilities and stockholders' equity ...   $ 57,290,327    $ 55,197,406
                                                   ============    ============


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

<PAGE>

                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2002 AND 2001


                         Three Months Ended 09/30,    Nine Months Ended 09/30,
                         -------------------------    ------------------------
                              2002         2001          2002         2001
                              ----         ----          ----         ----
                                 (Unaudited)                (Unaudited)

Net sales ............... $16,649,223  $14,620,865    $45,921,887  $45,544,836
Cost of goods sold ......  10,271,749   10,470,490     29,064,882   30,580,939
Selling, general and
  administrative
  expenses ..............   3,485,204    3,321,866      9,900,241   10,097,097
Research and
  development expenses ..     537,771      554,953      1,569,054    1,724,601
Depreciation and
  amortization expense ..   1,042,271      861,520      2,904,904    2,901,540
                          -----------  -----------    -----------  -----------
Total operating expenses.  15,336,995   15,208,829     43,439,081   45,304,177
                          -----------  -----------    -----------  -----------

Operating income (loss)..   1,312,228     (587,964)     2,482,806      240,659

Other (income) expense:
  Interest expense ......     330,385      418,196        986,497    1,228,260
  Interest income .......          --           --        (14,949)          --
  Other expense .........          --           --             --       15,600
  Other income ..........     (10,999)      (7,319)      (218,738)     (21,960)
                          -----------  -----------    -----------  -----------
                              319,386      410,877        752,810    1,221,900
                          -----------  -----------    -----------  -----------
Income (loss) before
  income taxes ..........     992,842     (998,841)     1,729,996     (981,241)
Provision (benefit)
  for income taxes ......     318,336     (347,466)       538,853     (340,638)
                          -----------  -----------    -----------  -----------
Net income (loss) ....... $   674,506  ($  651,375)   $ 1,191,143  ($  640,603)
                          ===========  ============   ===========  ===========

Basic earnings (loss)
  per share ............. $      0.15  ($     0.14)   $      0.27  ($     0.14)


Diluted earnings (loss)
  per share ............. $      0.15  ($     0.14)   $      0.27  ($     0.14)






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

<PAGE>

                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2002 AND 2001

                                                   Nine Months Ended 09/30,
                                                  ------------------------------
                                                      2002            2001
                                                      ----            ----
                                                  (Unaudited)      (Unaudited)
Cash flow from operating activities:
  Net income (loss) ..........................     $ 1,191,143      ($  640,603)
    Adjustments to reconcile net
    income (loss) to net cash
    provided by operating activities:
      Depreciation and amortization ..........       2,904,904        2,901,540
      Gain on sale of land and building ......        (191,158)            --
      Deferred income tax provision ..........         157,142          196,284
      Changes in assets and liabilities:
        Accounts receivable ..................      (1,048,577)        (418,031)
        Inventories ..........................         654,293          395,680
        Other current assets .................          18,940           21,584
        Accounts payable .....................         381,536          811,808
        Accrued compensation and benefits ....         549,566           44,220
        Accrued expenses and other
          current liabilities ................        (136,390)          (6,213)
                                                   -----------      -----------
Net cash provided by operating
  activities .................................     $ 4,481,399      $ 3,306,269
                                                   -----------      -----------

Cash flows from investing activities:
  Additions to property, plant
    and equipment ............................      (2,044,049)      (1,545,823)
  Proceeds from sale of land
    and building .............................         455,334             --
                                                   -----------      -----------
Net cash (used in) investing
  activities .................................      (1,588,715)      (1,545,823)
                                                   -----------      -----------

Cash flows from financing activities:
  Proceeds from term loans ...................            --          3,079,516
  Repayment of revolver ......................      (2,099,903)      (8,029,847)
  Proceeds from revolver .....................       1,924,347        5,093,304
  Repayments of term loans ...................      (1,469,600)        (409,418)
  Repayment of capital lease .................            --            (10,426)
  Repurchase of shares .......................        (366,822)        (396,938)
  Proceeds from issuance of stock ............          49,047           56,950
                                                   -----------      -----------
Net cash (used in) financing
  activities .................................      (1,962,931)        (616,859)
                                                   -----------      -----------

Effect of exchange rate changes on
  cash and cash equivalents ..................         320,658           94,338
                                                   -----------      -----------
Increase in cash and cash
  equivalents ................................       1,250,411        1,237,925

Cash and cash equivalents:
Beginning of period ..........................       2,492,595          298,871
                                                   -----------      -----------
End of period ................................     $ 3,743,006      $ 1,536,796
                                                   ===========      ===========




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


<PAGE>

                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 AND 2001
                                   (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 September 30, 2002 and December 31, 2001 (audited), the results of
operations for the three (3) months and nine (9) months ended September 30, 2002
and 2001, and  statements of cash flows for the nine (9) months ended  September
30, 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
independent audit.

Note 2.  Comprehensive Income

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

                                   Nine Months Ended September 30,
                                   -------------------------------
                                        2002        2001
                                        ----        ----
Net income (loss)..................  $1,191,143  ($640,603)
Foreign currency translation
  adjustment.......................   1,078,603    129,114
                                     ----------  ----------
Total comprehensive income (loss)..  $2,269,746  ($511,489)
                                     ==========  ==========

Note 3.  Earnings Per Share
                                        Nine Months Ended
                     ----------------------------------------------------------
                           September 30, 2002             September 30, 2001
                     ---------------------------  -----------------------------
                        Income             Per     Income                Per
                        (Loss)   Shares   Share    (Loss)    Shares     Share
                        ------   ------   -----    ------    ------     -----
Basic earnings (loss)
per share:
Income (loss)
  available to
  Common
  Stockholders...... $1,191,143  4,437,262  $.27  ($640,603)  4,547,527  ($.14)
Effect of
Dilutive Securities:
 Options
  exercisable                        2,776                          991
  Convertible debt       42,000    111,110
                     ----------  ---------  ----  ----------  ---------  -----
Diluted earnings
  (loss) per share.. $1,233,143  4,551,148  $.27  ($640,603)  4,548,518  ($.14)
                     ==========  =========  ====  ==========  =========  ======

As the impact of  convertible  debt in the nine months ended  September 30, 2001
was  anti-dilutive,  such are not included in computing  diluted earnings (loss)
per share for that period.

<PAGE>

Note 4.  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  millions)  for the  three  months  and nine  months  ended
September 30, 2002 and 2001 were as follows:

                                           Three months     Nine months
                                               ended           ended
                                           September 30,    September 30,
                                          ---------------  ---------------
                                           2002     2001     2002     2001
                                           ----     ----     ----     ----
Printed Products ...................      $ 4.0    $ 4.1    $13.7    $13.3
Pharmaceutical Products ............        2.6      2.7      8.2      8.0
Security Products ..................        4.1      2.0      7.9      5.7
Holographic Products ...............        2.9      2.7      7.8      7.4
Simulated Metal and Other
  Pigmented Products ...............        3.0      3.1      8.3     11.1
                                          -----    -----    -----    -----
Total ..............................      $16.6    $14.6    $45.9    $45.5
                                          =====    =====    =====    =====

The following is sales  information by geographic  area for the three months and
nine months ended September 30, 2002 and 2001, and long lived asset  information
as of September 30, 2002 and December 31, 2001:

                                 Three months ended         Nine months ended
                                   September 30,               September 30,
                              ----------------------      ----------------------
Net Sales (In Thousands)        2002           2001          2002          2001
------------------------        ----           ----          ----          ----
United States ..........       $10,004       $ 8,183       $26,204       $22,605
Europe .................         4,431         4,523        13,694        15,851
Other Foreign ..........         2,214         1,915         6,024         7,089
                               -------       -------       -------       -------
Total ..................       $16,649       $14,621       $45,922       $45,545
                               =======       =======       =======       =======

Net Fixed Assets
(In Thousands)                          September 30, 2002    December 31, 2001
--------------                          ------------------    -----------------
United States .........................       $14,975             $15,389
Europe ................................        10,065               9,404
                                               -------             -------
Total .................................        $25,040             $24,793
                                               =======             =======

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

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.

The  Company  has no  material  commitments  to  purchase  capital  assets as of
September 30, 2002.

<PAGE>

Note 6.  Tax Provision

The effective income tax rate for the nine months ended September 30, 2001 was a
benefit  of  34.7%,  and for the nine  months  ended  September  30,  2002 was a
provision of 31.1%. The 2002 provision was reduced by  approximately  $80,000 or
4.6%, due to research and  experimentation  credits used to recover a portion of
prior years state income taxes.

Note 7.  Recent Accounting Pronouncements and Prior Period Adjustment

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
                                                      09/30/02         12/31/01
                                                     ----------       ----------
Goodwill .....................................       $1,030,000       $1,030,000
Holographic base coat processes ..............           92,000          126,500
Worldwide holographic rights .................        2,928,875        3,107,000
                                                     ----------       ----------
Total ........................................       $4,050,875       $4,263,500
                                                     ==========       ==========

<PAGE>

In conjunction with the adoption of SFAS No. 142 for fiscal 2002, management had
initially  assessed  the  useful  economic  life for its  holographic  base coat
process and worldwide  holographic  rights to have an indefinite life.  However,
during  the third  quarter,  the  Company  concluded  that  amortization  should
continue to be recorded for those assets under SFAS No. 142. As a result, in the
third  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.  Additionally,  the third quarter interim  unaudited  consolidated
financial  statements  for the nine months ended  September  30, 2002 reflect an
adjustment  of the first and second  quarters of 2002 to include in each quarter
those same amortization  amounts as recorded in the third quarter for the effect
of  amortization  not  previously  recorded.  The Company has filed amended Form
10-Q/A's  for its two  previously  filed Form 10-Q's for March 31, 2002 and June
30, 2002 to reflect the amortization of these  intangibles.  Amortization of the
goodwill has ceased and annual  impairment  tests of goodwill will be performed.
The impact of the adjustment on the prior period financial statements follows:

                          Three Months Ended                Six Months Ended
        ----------------------------------------------  -----------------------
         March 31,    March 31,   June 30,     June 30,   June 30,     June 30,
           2002         2002       2002         2002       2002         2002
        As reported   Adjusted  As reported   Adjusted  As reported   Adjusted
        -----------   --------  -----------   --------  -----------   --------

Net
sales...$14,841,680 $14,841,680 $14,430,984 $14,430,984 $29,272,664 $29,272,664
        ----------- ----------- ----------- ----------- ----------- ------------
Cost of
 goods
 sold...  9,469,565   9,469,565   9,323,568   9,323,568  18,793,133  18,793,133
Selling,
 general
 and
 adminis-
 trative
 expenses 3,207,243   3,207,243   3,207,794   3,207,794   6,415,037   6,415,037
Research
 and
 develop-
 ment
 expenses.  513,361     513,361     517,922     517,922   1,031,283   1,031,283
Depreciation
 and
 amortiza-
 tion
 expense..  831,834     902,709     889,049     959,924   1,720,883   1,862,633
         ----------- ----------- ----------- ----------- ----------- -----------
Total
 operating
 expen-
 ses.... 14,022,003  14,092,878  13,938,333  14,009,208  27,960,336  28,102,086
         ----------- ----------- ----------- ----------- ----------- -----------
Operating
 income..   819,677     748,802     492,651     421,776   1,312,328   1,170,578

Other
 (income)
 expense:
Interest
 expense..  329,815     329,815     326,297     326,297    656,112      656,112
Interest
 income...        -           -     (14,949)    (14,949)   (14,949)     (14,949)
Other
 expense..        -           -           -           -          -            -
Other
 income... (200,419)   (200,419)     (7,320)     (7,320)  (207,739)    (207,739)
         ----------- ----------- ----------- ----------- ----------- -----------
Income
 before
 income
 taxes..    690,281     619,406     188,623     117,748    878,904      737,154
Provision
 for
 income
 taxes..    225,000     197,500      50,516      23,017    275,516      220,517
         ----------- ----------- ----------- ----------- ----------- -----------
Net
 income. $  465,281  $  421,906  $  138,107   $  94,731  $ 603,388   $  516,637
         ==========  ==========  ==========   =========  =========   ==========


Basic
 earnings
 per
 share...$  0.10     $  0.10      $  0.03     $  0.02    $  0.14     $  0.12

Diluted
 earnings
 per
 share...$  0.10     $  0.10      $  0.03     $  0.02    $  0.14     $  0.12

Retained
 earn-
 ings...$14,937,748 $14,894,373 $15,075,855 $14,989,104 $15,075,855 $14,989,104

<PAGE>

The  following  table  presents  September  30,  2001 three month and nine month
periods had the  provisions  of SFAS No. 142 been applied in those  periods,  as
well as, the comparable periods for 2002 (year of initial application):

                             Three Months Ended           Nine Months Ended
                             ------------------           -----------------
                            09/30/01      09/30/02     09/30/01       09/30/02
                            --------      --------     --------       --------

Net income (loss)
  as reported ..........   ($651,375)    $674,506     ($640,603)     $1,191,143
Add back amortization:
  Goodwill .............      23,934           --        71,802              --
Related income tax
  effect ...............      (8,324)          --       (24,926)             --
                           ---------    -----------   ---------    -------------
Adjusted net income
  (loss) ...............   ($635,765)    $674,506     ($593,727)     $1,191,143
                           =========     ========     =========      ==========

Basic and diluted
  earnings (loss)
  per share,
  as reported ..........   ($   0.14)    $   0.15     ($   0.14)     $     0.27
Add back amortization
  of goodwill, and
  related income tax
  effect ...............        0.00         0.00          0.01            0.00
                           ---------    -----------   ---------    -------------
Adjusted basic and
  diluted earnings
  (loss) per share .....   ($   0.14)   $      0.15   ($   0.13)     $     0.27
                           =========    ===========   =========    =============


<PAGE>

Other  assets  consist 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

<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       Nine Months
                                                 Ended             Ended
                                              September 30,     September 30,
                                             ---------------  ------------------
                                               2002   2001     2002     2001
                                               ----   ----     ----     ----
                                               (Unaudited)     (Unaudited)

Net sales .................................   100.0%  100.0%   100.0%  100.0%
Cost of goods sold ........................    61.7    71.6     63.3     67.1
Selling, general and administrative .......    20.9    22.7     21.6     22.2
Research and development ..................     3.2     3.8      3.4      3.8
Depreciation and amortization .............     6.3     5.9      6.3      6.4
Total operating expenses ..................    92.1   104.0     94.6     99.5
Operating income ..........................     7.9    (4.0)     5.4      0.5
Interest expense and other ................     1.9     2.8)     1.6      2.7
Income (loss) before taxes ................     6.0    (6.8)     3.8     (2.2)
Provision (benefit) for income taxes ......     1.9    (2.4)     1.2     (0.8)
Net income (loss) .........................     4.1%   (4.4 %)   2.6%    (1.4%)

Foreign Currency
----------------

The  strengthening of the Euro against the U.S. dollar in the three months ended
September 30, 2002 increased operating revenues for the quarter by approximately
$353,000 and on a year to date basis $523,000.  The foreign  currency impact was
an increase to net income for the quarter by approximately $13,000 and $2,000 on
a year to date basis.

<PAGE>

Quarter Ended September 30, 2002 Compared to Quarter Ended September 30, 2001
-----------------------------------------------------------------------------

Net sales for the quarter  ended  September  30, 2002  increased  13.9% to $16.6
million,   from  $14.6  million  for  the  quarter  ended  September  30,  2001.
Holographic  products sales increased 7.1% to $2.9 million for the quarter ended
September 30, 2002, compared to $2.7 million for the quarter ended September 30,
2001.  This  increase was  primarily  due to new  applications  of the Company's
holographic  packaging.  Printed  products sales decreased 2.4% to $4.0 million,
compared to $4.1 million for the same quarter in the prior year.  This  decrease
was  a  result  of  continued  softness  in  the  manufactured  housing  market.
Pharmaceutical  products sales during these same periods  decreased 3.5% to $2.6
million,  from $2.7  million,  primarily due to soft  domestic  sales.  Security
products  (magstripe,  signature  panels and tipping  products for credit cards,
intaglio-printed products and gift cards) sales for these same periods increased
107.4% to $4.1 million from $2.0 million. This increase was primarily the result
of the  increase  of gift  cards  sales.  Sales of  simulated  metal  and  other
pigmented  products for these periods decreased 3.4% to $3.0 million,  from $3.1
million, primarily due to the soft European economy.

Cost of goods sold for the quarter ended  September 30, 2002  decreased  1.9% to
$10.3 million, from $10.5 million for the quarter ended September 30, 2001. This
decrease  was  primarily  due to a more  favorable  product mix, and income from
insurance proceeds.  Certain incremental costs in Germany were recovered through
business interruption proceeds in the quarter for lost production resulting from
a first quarter machine backfire that damaged a production machine.  The cost of
goods sold as a percentage of net sales for the quarter ended September 30, 2002
decreased to 61.7% from 71.6% for the quarter ended September 30, 2001 due to an
increase in sales volume and the reasons noted above.

Selling, general and administrative expenses for the quarter ended September 30,
2002  increased  4.9% to $3.5  million,  from $3.3 million for the quarter ended
September  30,  2001,  primarily  due to an increase  in net sales and  European
selling,  general and administrative costs. Selling,  general and administrative
expenses for the quarter ended  September 30, 2002  decreased as a percentage of
net sales to 20.9% from 22.7% for the quarter  ended  September  30, 2001.  This
decrease in percentage was primarily due to the impact of higher sales volume.

Research and  development  expenses  for the quarter  ended  September  30, 2002
decreased  3.1% to $538,000 from  $555,000 for the quarter  ended  September 30,
2001.  This  decrease  was  primarily  due to  controlling  costs.  Research and
development  expense for the quarter  ended  September  30, 2002  decreased as a
percentage  of net sales to 3.2% from 3.8% for the quarter  ended  September 30,
2001 and was primarily caused by controlling costs plus higher sales volumes.

Depreciation and amortization  expenses for the quarter ended September 30, 2002
increased  21.0%  to $1.0  million  from  $0.9  million  for the  quarter  ended
September  30,  2001.  This  increase  was  primarily  due  to  an  increase  in
depreciation  due to capital  spending in 2002.  Depreciation  and  amortization
expense as a percentage  of net sales for the quarter  ended  September 30, 2002
increased to 6.3% from 5.9% for the quarter ended September 30, 2001, due to the
reasons noted above.

<PAGE>

Total operating expenses for the quarter ended September 30, 2002 increased 0.8%
to $15.3 million from $15.2  million for the quarter  ended  September 30, 2001.
This increase in total operating  expenses is due to the reasons described above
in the paragraphs  relating to costs and expenses noted above.  Total  operating
expenses for the quarter ended  September 30, 2002  decreased as a percentage of
net sales to 92.1% from 104.0% for the quarter ended  September  30, 2001.  This
decrease is due to the reasons  described  above in the  paragraphs  relating to
costs and expenses noted above.

Operating  income for the quarter ended September 30, 2002,  increased 323.2% to
$1.3  million,  up from an operating  loss of  ($588,000)  for the quarter ended
September  30, 2001.  The increase in operating  income is primarily a result of
the above reasons described above in the paragraphs relating to sales, costs and
expenses.  Operating income for the quarter ended September 30, 2002,  increased
as a percentage  of net sales to 7.9% up from a loss from  operations  of (4.0%)
for the quarter ended September 30, 2001. This increase is a result of the above
reasons described above in the paragraphs relating to sales, costs and expenses.

Interest  expense for the quarter ended  September 30, 2002  decreased  21.0% to
$330,000,  from $418,000 for the quarter ended September 30, 2001. This decrease
in interest expense is primarily due lower interest rates and lower average debt
balances outstanding due to scheduled debt payments.

The change in provision (benefit) for income taxes is principally related to the
change in income (loss) before income taxes.  The effective  income tax rate for
the 2001 benefit was 34.8%, and for the 2002 provision was 32.1%.

Net income  increased  203.6% to $675,000 for the quarter  ended  September  30,
2002,  from a net loss of ($651,000)  for the quarter ended  September 30, 2001.
This  increase  is net  income  is  primarily  due to the  increases  in  income
explained previously.

Nine Months Ended September 30, 2002 Compared to Nine Months Ended
September 30, 2001
-------------------------------------------------------------------------------

Net sales for the nine months ended  September 30, 2002  increased 0.8% to $45.9
million,  from $45.5  million  for the nine months  ended  September  30,  2001.
Holographic  product  sales  increased  4.9% to $7.8 million for the nine months
ended  September  30,  2002,  compared to $7.4 million for the nine months ended
September  30,  2001,  primarily  due  to an  increase  in  demand  due  to  new
applications  for  holographic  products,  offset by one-time  sales of security
labels  to a  foreign  government  in the  prior  year.  Printed  product  sales
increased  3.8% to $13.7  million,  from  $13.3  million,  primarily  due to the
increased  penetration in the furniture  market offset by continued  softness in
the manufactured  housing market.  Pharmaceutical  product sales for this period
increased  1.6% to $8.2 million from $8.0  million,  primarily  due to increased
sales in Europe,  offset by softer domestic demand.  Security product  (magnetic
stripe,   signature   panels  and  tipping   products  for  transaction   cards,
intaglio-printed  products  and gift cards)  sales for these  periods  increased
38.2% to $7.9 million,  from $5.7 million.  This increase  comes  primarily from
increased  sales of gift cards.  Sales of  simulated  metal and other  pigmented
products for these periods  decreased 25.0% to $8.3 million,  from $11.1 million
in the first nine months of 2001.  This  decrease is  primarily  due to the soft
European economy.


<PAGE>

Cost of goods sold for the nine months ended  September 30, 2002  decreased 5.0%
to $29.1  million,  from $30.6  million for the nine months ended  September 30,
2001.  This decrease was primarily  due to a lower cost  structure,  income from
insurance  proceeds and a more favorable  product mix, offset by slightly higher
sales.  Certain  incremental  costs in Germany were recovered  through  business
interruption  proceeds in the first nine months of 2002 for lost production from
a backfire that damaged a production  machine in the first  quarter 2002,  which
became fully  operationally in late summer 2002. Cost of goods sold for the nine
months ended  September 30, 2002 decreased as a percentage of net sales to 63.3%
from 67.1% for the nine months  ended  September  30,  2001.  This  decrease was
primarily driven by the reasons note above in this paragraph.

Selling, general and administrative expenses for the nine months ended September
30, 2002  decreased  1.9% to $9.9 million from $10.1 million for the nine months
ended  September  30,  2001 This  decrease in expenses  was  primarily  due to a
$300,000  benefit related to a settlement of past sales tax liabilities with the
State of Illinois.  Selling,  general and  administrative  expenses for the nine
months ended  September 30, 2002 decreased as a percentage of net sales to 21.6%
from 22.2% for the nine months ended September 30, 2001,  primarily for the same
reasons noted above in the prior sentence.

Research and  development  expenses for the nine months ended September 30, 2002
decreased  9.0% to $1.6  million,  from $1.7  million for the nine months  ended
September  30, 2001.  This decrease in expenses was primarily due to the closing
of the Ventura,  California laboratory,  and a favorable impact of cost controls
offset by higher personnel costs.  Research and development expense for the nine
months ended  September 30, 2002 decreased as a percentage of net sales, to 3.4%
from 3.8% for the nine months ended September 30, 2002,  because slightly higher
sales volume and the reasons described in the prior sentence above.

Depreciation and  amortization  expenses for the nine months ended September 30,
2002  increased  0.1%  to  $2,905,000  from  $2,902,000  for the  quarter  ended
September  30,  2001.  This  increase  was  primarily  due  to  an  increase  in
depreciation  due to capital  spending in 2002.  Depreciation  and  amortization
expense as a  percentage  of net sales for the nine months ended  September  30,
2002  decreased to 6.3% from 6.4% for the nine months ended  September  30, 2001
primarily  due to the reasons  noted in the prior  sentence  above and  slightly
higher sales volume.

Total operating  expenses for the nine months ended September 30, 2002 decreased
4.1% to $43.4 million from $45.3 million for the nine months ended September 30,
2001. The decrease is due to the reasons noted above.  Total operating  expenses
for the nine months ended  September  30, 2002  decreased as a percentage of net
sales to 94.6% from 99.5% for the nine months ended  September  30,  2001.  This
decrease is due to the reasons noted above.

Operating  income for the nine months ended September 30, 2002 increased  931.7%
to $2.5 million, from $0.2 million for the nine months ended September 30, 2001.
The increase in operating  income is  primarily  due to the reasons  noted above
reasons described above in the paragraphs relating to sales, costs and expenses.
Operating income for the nine months ended September 30, 2002 as a percentage of
net sales  increased to 5.4% from 0.5% for the nine months ended  September  30,
2001.  This  decrease is primarily  due to the reasons  described  above reasons
described above in the paragraphs relating to sales, costs and expenses.

<PAGE>

Interest expense for the nine months ended September 30, 2002 decreased 19.7% to
$1.0  million,  from $1.2 million for the nine months ended  September 30, 2001.
This decrease was primarily due to lower interest rates and scheduled payment of
debt.

Interest  income for the nine months  ended  September  30,  2002,  increased to
$15,000 from zero for the nine months ended  September  30, 2001.  This increase
was primarily related to the company receiving  interest on an income tax refund
in the second quarter of 2002.

Other income for the nine months ended  September 30, 2002 increased to $219,000
from $22,000 for the nine months ended  September  30,  2001.  This  increase is
primarily  the  result  of the  gain  on  sale of a  manufacturing  facility  in
Goppingen, Germany in the first quarter of 2002.

The change in provision (benefit) for income taxes is principally related to the
change in income (loss) before income taxes.  The effective  income tax rate for
the nine months  ended  September  30, 2001 was a benefit of 34.7%,  and for the
nine  months  ended  September  30,  2002 was a  provision  of  31.1%.  The 2002
provision  was reduced by  approximately  $80,000 or 4.6%,  due to research  and
experimentation  credits  used to recover a portion of prior years state  income
taxes.

Net income for the nine months  ended  September  30,  2002,  increased  to $1.2
million,  up from a loss of ($641,000)  for the nine months ended  September 30,
2001.  This  increase in net income is  primarily  due to the reasons  described
above reasons described above in the paragraphs relating to costs and expenses.

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

The Company's  working  capital  decreased by $1.9 million during the first nine
months of 2002 as compared to the same period in 2001.  The primary  reasons are
an increase in current portion of debt of $3.2 million (resulting from long-term
revolving debt falling into current debt, due to the timing of the April 1, 2003
maturity of the revolving credit agreement maintained with the company's primary
bank),  and a decrease of $0.7 million in inventories,  offset by an increase of
$0.1 million in prepaid and other current assets, an increase of $0.7 million in
accounts  payable  and  accrued  compensation  and  benefits  and other  accrued
expenses,  an  increase  of $1.4  million  in  customer  receivables,  and by an
increase of $1.2 million in cash.

At  September  30,  2002,  the  Company had  available  $9.6  million  under the
revolving  credit  agreement  maintained  with the company's  primary bank. This
agreement, which matures April 1, 2003, 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 has no material
commitments to purchase capital assets as of September 30, 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 third
quarter and will continue to record amortization.  Additionally, the Company has
filed amended Form 10-Q/A's for its two  previously  filed Form 10-Q's for March
31, 2002 and June 30, 2002 to reflect amortization of these intangibles for each
quarter in the same amounts as recorded for the third quarter.  Amortization  of
the goodwill has ceased and annual impairment tests will be performed.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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 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  September  30, 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.

<PAGE>

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.

Item 5.  OTHER INFORMATION

The following reconciles, in table format, net income (loss) for the years ended
1997  through  2001  to  EBITDA  (earnings   before   interest,   income  taxes,
depreciation and amortization):

                                            Year Ended December 31,
                                 -----------------------------------------
                                 1997     1998    1999     2000      2001
                                 ----     ----    ----     ----      ----
                                               (in thousands)
Net income (loss) ............. $3,221   $3,648  $2,245   $  322   ($   75)
Add back:
Income taxes ..................  2,207    2,260     922      180   (    55)
Interest ......................    413      570   1,030    1,279     1,474
Depreciation and amortization..  2,093    2,072   3,329    4,225     4,076
                                ------   ------  ------   ------   -------
EBITDA ........................ $7,934   $8,550  $7,526   $6,006    $5,420

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 September 30, 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.


                             /s/ Dennis W. Lakomy
                             -----------------------------------------
                             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 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 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 of CFC  International,
Inc. and  subsidiaries  (the "Company") for the quarterly period ended September
30, 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 of CFC International,  Inc.
and  subsidiaries  (the "Company") for the quarterly  period ended September 30,
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.