UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


(Mark One)
         X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 2003

                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 April 29, 2003, the Registrant had issued and outstanding 3,877,919 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




                                                               Page
                                                               ----

Part I - Financial Information:

  Item 1 - Financial Statements

    Consolidated Balance Sheets - March 31, 2003 and
      December 31, 2002....................................      5

    Consolidated Statements of Income for the three months
      ended March 31, 2003 and March 31, 2002..............      6

    Consolidated Statements of Cash Flows for the
      three months ended March 31, 2003
      and March 31, 2002...................................      7

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

 Item 2 - Management's Discussion and Analysis of
 Financial Condition and Results of Operations.............  11-14

 Item 3 - Quantitative and Qualitative Disclosures
 About Market Risk.........................................     15

 Item 4 - Controls and Procedures..........................     15

Part II - Other Information:

 Item 6 - Exhibits and Reports on Form 8-K.................     16

   Signatures..............................................     17






<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 the impact on the Company's customers, the demand for
     the Company's products and services,  and the Company's ordinary sources of
     supply in particular;

o    Risks inherent in international  operations,  including  possible economic,
     political  or  monetary  instability  and  its  impact  on  the  level  and
     profitability of foreign sales;

o    Uncertainties  relating to the Company's ability to consummate its business
     strategy,  including the unavailability of suitable acquisition candidates,
     or the Company's  inability to finance future  acquisitions or successfully
     realize  synergies  and cost  savings  from  the  integration  of  acquired
     businesses;

o    Changes in the costs and  availability  of raw  materials and the Company's
     ability to adjust selling prices to reflect those changes;


<PAGE>






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;

o    The Company's  ability to continue to  successfully  identify and implement
     productivity improvements and cost reduction initiatives;

o    The Company's reliance on a small number of significant customers;

o    Uncertainties  relating  to the  Company's  ability to  continue to compete
     effectively  with other  producers of specialty  transferable  coatings and
     producers of  alternative  products with greater  financial and  management
     resources;

o    Control of the Company by a principal stockholder; and

o    The  effects of acts of  terrorism  and armed  conflicts  on the  Company's
     operations, demands for products and sources of supply.

The risks  included  here are not  exhaustive.  The  Company  operates in a very
competitive and rapidly changing environment.  New risk factors emerge from time
to time and it is not possible for the Company to predict all such risk factors,
nor can the Company  assess the impacts of all such risk factors on its 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.
The  Company  has no  obligation  to  revise  or  update  these  forward-looking
statements to reflect events or circumstances that arise after April 24, 2003 or
to reflect the occurrence of anticipated events.

Investors  should also be aware that while the Company does,  from time to time,
communicate  with  securities  analysts,  it is against the Company's  policy to
disclose  to them any  material  non-public  information  or other  confidential
commercial  information.  Accordingly,  investors  should  not  assume  that the
Company  agrees 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 the Company's responsibility.




<PAGE>


                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                      MARCH 31, 2003 AND DECEMBER 31, 2002

                                                     March 31,     December 31,
                                                        2003           2002
                                                        ----           ----
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................     $ 5,630,725    $ 5,990,077
Accounts receivable, less allowance
  for doubtful accounts of $967,000 (2003)
  and $618,000 (2002) ..........................      10,335,682      8,996,995

Inventories:
  Raw materials ................................       3,031,301      3,234,290
  Work in process ..............................       1,732,778      1,690,762
  Finished goods ...............................       5,315,853      5,887,549
                                                     -----------    -----------

                                                      10,079,932     10,812,601
Prepaid expenses and other
  current assets................................         991,461        638,571
Deferred income tax assets......................         761,724        675,000
                                                     -----------    -----------
  Total current assets .........................      27,799,524     27,113,244
                                                     -----------    -----------
Property, plant and equipment, net .............      25,554,838     25,214,867
Deferred income tax assets .....................       2,143,584      2,143,584
Intangible assets, net .........................       3,908,494      3,980,000
Other assets ...................................         137,044        154,861
                                                     -----------    -----------
  Total assets .................................     $59,543,484    $58,606,556
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt...............     $ 7,336,794    $ 6,388,157
Accounts payable................................       3,165,803      3,158,400
Accrued compensation and benefits...............       1,291,950      1,862,138
Accrued expenses and other current liabilities..       3,638,626      3,526,013
                                                     -----------    -----------
  Total current liabilities.....................      15,433,173     14,934,708
Deferred income tax liabilities.................       2,204,321      2,204,321
Long-term debt, net of current portion..........      15,071,225     15,097,682
                                                     -----------    -----------
    Total liabilities...........................      32,708,719     32,236,711
                                                     -----------    -----------

STOCKHOLDERS' EQUITY:
Voting Preferred Stock, par value
  $.01 per share, 750 shares authorized,
  no shares issued and outstanding..............              -               -
Common stock, $.01 par value, 10,000,000
  shares authorized; shares issued of
  4,440,048 (2003) and 4,437,075 (2002).........         44,402          44,371
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......................     12,141,855      12,130,587
Retained earnings...............................     16,997,571      16,751,153
Accumulated other comprehensive income .........        304,210          97,007
                                                     -----------    -----------
                                                     29,493,168      29,028,248
Less - 565,867 treasury shares of
  common stock, at cost.........................     (2,658,403)     (2,658,403)
                                                     -----------    -----------
                                                     26,834,765      26,369,845
  Total liabilities and stockholders' equity....   $ 59,543,484    $ 58,606,556
                                                   ============    =============

         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, 2003 AND 2002


                                                   Three Months Ended March 31,
                                                      2003              2002
                                                      ----              ----
                                                           (Unaudited)

Net sales ..................................     $ 15,709,847      $ 14,841,680
                                                 ------------      ------------
Cost of goods sold (excluding
  depreciation and amortization
  below) ...................................       10,179,940         9,469,565
Selling, general and administrative
  expenses .................................        3,308,203         3,207,243
Research and development expenses ..........          529,181           513,361
Depreciation and amortization expense ......        1,078,294           902,709
                                                 ------------      ------------
Total operating expenses ...................       15,095,618        14,092,878
                                                 ------------      ------------

Operating income ...........................          614,229           748,802

Interest expense ...........................          266,991           329,815
Other income ...............................           (7,320)         (200,419)

Income before income taxes .................          354,558           619,406
Provision for income taxes .................          108,140           197,500

Net income .................................     $    246,418      $    421,906
                                                 ============      ============


Basic earnings per share.....................    $    0.06         $    0.10

Diluted earnings per share...................    $    0.06         $    0.10


         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, 2003 AND 2002

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                        2003           2002
                                                        ----           ----
                                                           (Unaudited)
Cash flows from operating activities:
  Net income ...................................   $   246,418    $   421,906
    Adjustments to reconcile net income to
    net cash provided by operating activities:
       Depreciation and amortization ...........     1,209,549        902,709
       Deferred income taxes ...................       306,367        (31,993)
       Gain on sale of land and building .......          --         (191,158)
       Changes in assets and liabilities:
         Accounts receivable, net ..............    (1,206,623)       692,896
         Inventories, net ......................       876,737         30,873
         Other current assets ..................      (525,800)      (198,611)
         Other assets ..........................        17,817           --
         Accounts payable ......................       (22,632)      (217,774)
         Accrued compensation and benefits .....      (688,399)       117,903
         Accrued expenses and other
          current liabilities ..................      (194,081)      (103,337)
                                                   -----------    -----------
Net cash provided by operating activities ......   $    19,353    $ 1,423,414
                                                   -----------    -----------
Cash flows from investing activities:
  Purchase of property, plant and equipment ....      (858,585)      (264,168)
  Proceeds from sale of land and building ......          --          455,334
                                                   -----------    -----------
Net cash (used in) provided by
  investing activities .........................      (858,585)       191,166
                                                   -----------    -----------
Cash flows from financing activities:
  Proceeds from revolving loan .................       779,089        693,007
  Repayments of revolving loan .................        (3,261)      (628,745)
  Proceeds from term loan ......................       122,545           --
  Repayments of term loans .....................      (361,915)      (419,834)
  Issuance of common stock .....................        11,298         17,138
  Repurchase of common stock for treasury shares          --         (137,100)
                                                   -----------    -----------
Net cash provided by (used in)
  financing activities .........................       547,756       (475,534)
                                                   -----------    -----------
Effect of exchange rate changes on cash
  and cash equivalents .........................       (67,876)       (44,776)
                                                   -----------    -----------
(Decrease) increase in cash and
  cash equivalents .............................      (359,352)     1,094,270

Cash and cash equivalents:
Beginning of period ............................     5,990,077      2,492,595
                                                   -----------    -----------
End of Period ..................................   $ 5,630,725    $ 3,586,865
                                                   ===========    ===========

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


<PAGE>





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002
                                   (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, 2003 and  December  31,  2002,  the  consolidated
results  of income  for the three  months  ended  March 31,  2003 and 2002,  and
consolidated  statements of cash flows for the three months ended March 31, 2003
and 2002.

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.  Earnings Per Share

                                  March 31, 2003              March 31, 2002
                             -------------------------  ------------------------
                                                  Per                       Per
                             Income     Shares   Share  Income    Shares   Share
                             ------     ------   -----  ------    ------   -----

Basic Earnings per Share... $246,418  4,386,146  $.06  $421,906  4,459,313  $.10
Effect of Dilutive
 Securities:
 Options exercisable.......               6,174                      1,335
 Convertible debt..........   12,000     95,237          15,000    119,047
                            --------  ---------        --------  ---------
Diluted Earnings per Share. $258,418  4,487,557  $.06  $436,906  4,579,695  $.10
                            ========  =========        ========  =========



<PAGE>





Note 3.  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, 2003 and 2002 were as follows:

                                                  2003                2002
                                           ------------------   ---------------
                                            Net                   Net
                                           Sales          %      Sales       %
Holographic Products                       $ 3.2        20.2     $ 2.4     16.0
Printed Products                             4.8        30.8       4.9     33.2
Pharmaceutical Products                      3.0        19.1       2.8     18.9
Security Products                            1.8        11.2       2.0     13.5
Specialty Pigmented &
  Other Simulated Metal Products             2.9        18.7       2.7     18.4
                                           -----       -----     -----    -----
Total                                      $15.7       100.0     $14.8    100.0
                                           =========   =====     =====    =====

The following is sales by  geographic  area for the three months ended March 31,
2003 and 2002 and long-lived asset information as of March 31, 2003 and December
31, 2002:

Sales (In Thousands)                              2003                 2002
                                              -------------        ------------
United States                                 $ 7,281               $ 8,093
Europe                                          6,248                 4,812
Other Foreign                                   2,181                 1,937
                                              -------------        ------------
Total                                         $15,710               $14,842
                                              =============        ============

Long-Lived Assets (In Thousands)                  2003                2002
(In Thousands)
                                              -------------        ------------
United States                                 $18,102               $18,543
Europe                                         11,498                10,807
                                              -------------        ------------
Total                                         $29,600               $29,350
                                              =============        ============

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

Note 4.  Quarterly Restatements

In conjunction with the adoption of SFAS No. 142 during fiscal 2002,  management
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 of 2002, 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 recorded  amortization of $70,785,  or $43,376
net of income taxes, and has continued to record amortization over the remaining
useful life. The Company filed amended Form 10-Q/A's for the quarter ended March
31, 2002 and June 30, 2002 to reflect the amortization ($70,785 in each quarter)
of these intangibles. Other than the change in the amortization life of goodwill
from 15 years to indefinite,  no other useful lives of intangibles  were changed
in connection  with the adoption of SFAS No. 142. All intangible  assets,  other
than goodwill are amortized  using a straight line method and assume no residual
values. Goodwill and intangibles are reviewed for impairment on an annual basis.


<PAGE>



Note 5.  Comprehensive Income

The Company's total comprehensive income was as follows:

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                           2003       2002
                                                           ----       ----
Net income.............................................. $246,418  $421,906
Plus (minus) foreign currency translation adjustment....  207,203  (318,225)
                                                         --------  ---------
Total comprehensive income...............................$453,621  $103,681
                                                         ========  =========


Note 6.  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.

Note 7.  Derivative Instruments

On April 4, 2003, the Company  executed two interest rate swap agreements to fix
the interest  rates on the Company's U.S. term loans.  The Company  entered into
these  agreements  to reduce the risk of adverse  changes in  variable  interest
rates. The notional  amounts were $4,606,324  (with a fixed rate of 4.43%),  and
$2,303,840  (with a fixed rate of 4.82%) on April 4, 2003.  The swap  agreements
terminate  on January 31,  2008.  Changes in the fair value of  derivatives  are
recorded  each  period  in  current  earnings  or  other  comprehensive  income,
depending on whether a derivative is  designated as part of a hedge  transaction
and, if it is, the type of hedge  transaction.  These derivatives do not qualify
for hedge accounting and  accordingly,  the Company will record these derivative
instruments  and the associated  assets or liabilities at their fair values with
the  related  gains  or  losses  recorded  as other  income  or  expense  in the
consolidated statements of income.

Note 8.  Supplemental Pro Forma Information

The Company currently  accounts for stock based  compensation in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  Interpretations.  Had the Company  accounted for stock
based  compensation  in  accordance  with  Statement  of  Financial   Accounting
Standards No. 123 (SFAS No. 123) "Accounting for Stock-Based  Compensation," the
Company  would have  reported the  following  pro forma  amounts for the quarter
ended March 31, 2003 and March 31, 2002:

                                                 2003         2002
                                                 ----         ----

Net income as reported........................  $246,418    $421,906
Pro forma adjustment - additional
  compensation expense had
  SFAS No. 123 been adopted, net of tax.......   (14,945)    (19,256)
                                                ---------   ---------
Pro forma net income..........................  $231,973    $402,650
                                                =========   =========

Basic and diluted earnings per share
  as reported.................................  $0.06       $0.10
Pro forma effect of compensation expense......  (0.01)      (0.01)
                                                ---------   ---------
Pro forma basic and diluted earnings
  per share...................................  $0.05       $0.09
                                                =========   =========



<PAGE>




Note 9.  Plant Backfire

In February 2002, the Company's Germany operations were negatively impacted by a
backfire that limited the  availability  of a six-station  coating  press.  As a
result,  the press  operated at  suboptimal  levels until late summer 2002.  The
Company  filed a claim  with its  insurance  carrier  seeking  reimbursement  of
damages including business  interruption from margins lost due to the constraint
capacity.  During  2002,  the Company  received  $451,000 for  reimbursement  of
damages and $2.6 million for business  interruption  from the insurance  carrier
and has settled its claim.  The  $347,000 of proceeds  has been  reflected  as a
reduction  of  costs  of goods  sold in the  first  quarter  2002  statement  of
operations.

            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, and excludes depreciation and amortization which are shown
separately.  Selling, general and administrative expenses are primarily composed
of sales  representatives'  salaries and related expenses,  commissions to sales
representatives, advertising costs, management compensation, and 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,
                                       ----------------
                                         2003   2002
                                         ----   ----
                                          (Unaudited)

Net sales ...........................   100.0%  100.0%
                                        ------  ------

Cost of goods sold ..................    64.8    63.8
Selling, general and administrative..    21.0    21.6
Research and development ............     3.4     3.5
Depreciation and amortization .......     6.9     6.1
                                        ------  ------

Total operating expenses ............    96.1    95.0
                                        ------  ------
Operating income ....................     3.9     5.0
Interest expense ....................     1.6     2.2
Other income ........................      --    (1.3)
                                        ------  ------
Income before taxes .................     2.3     4.1
Provision for income taxes ..........     0.7     1.3
                                        ------  ------
Net income ..........................     1.6%    2.8%
                                        ======  ======



<PAGE>





Quarter Ended March 31, 2003 Compared to Quarter Ended March 31, 2002
---------------------------------------------------------------------

Net sales for the quarter ended March 31, 2003  increased 5.8% to $15.7 million,
from $14.8 million for the quarter ended March 31, 2002.  The Euro  strengthened
23% compared to the U.S. dollar,  and as a result sales increased  approximately
$1.1  million  in the  first  quarter  of 2003.  In  addition,  strong  European
holographic  security  sales  accounted  for  an  increase  of  $500,000.  These
increases  were offset by weak  domestic  sales in printed  products  and weaker
security sales,  each as described  below.  Holographic  product sales increased
33.5% to $3.2  million for the quarter  ended March 31,  2003,  compared to $2.4
million for the quarter ended March 31, 2002.  This increase is primarily due to
strong  demand in both  holographic  security  products  in Europe and  domestic
packaging.  Printed  product sales  decreased  1.7% to $4.8  million,  from $4.9
million primarily due to soft domestic printed products markets.  Pharmaceutical
product  sales  increased  6.9% to $3.0 million for the quarter  ended March 31,
2003,  from $2.8 million for the quarter  ended March 31,  2002.  Pharmaceutical
product sales increased  primarily in Europe in anticipation of the war in Iraq.
Security product (mag stripe,  signature panels, and tipping products for credit
cards,  intaglio-printed  products and gift cards) sales decreased 11.8% to $1.8
million,  from $2.0  million.  This  decrease was primarily a result of sales of
gift card  products  to a major  retailer  ordered in 2001 that were not shipped
until the first quarter of 2002.  Gift card orders in the fourth quarter of 2002
were all shipped in 2002;  therefore there was no comparable  spillover in 2003.
Sales of specialty  pigmented and other simulated metal products  increased 7.3%
to $2.9 million,  from $2.7  million,  primarily due to the back fire in Germany
that constrained European capacity beginning in February 2002.

Cost of goods sold for the quarter ended March 31, 2003  increased 7.5% to $10.2
million,  from $9.5 million for the quarter ended March 31, 2002.  This increase
was  primarily  due to the  increase  in  sales.  The  cost of  goods  sold as a
percentage of net sales for the quarter ended March 31, 2003  increased to 64.8%
from 63.8% for the quarter  ended March 31, 2002  primarily  due to the business
interruption  insurance  proceeds of $347,000  received in March 2002, which was
recorded as a reduction in cost of goods sold.

Selling,  general,  and administrative  expenses for the quarter ended March 31,
2003  increased  3.1% to $3.3 million  from $3.2  million for the quarter  ended
March 31,  2002.  This  increase is due  primarily  to the  strength of the Euro
against  the U.S.  dollar.  As a percent of net sales these costs were 21.0% for
the quarter  ended  March 31,  2003,  and 21.6% for the quarter  ended March 31,
2002. The decrease in percentage is due to the higher sales volume.

Research and development expenses for the quarter ended March 31, 2003 increased
3.1% to $529,000 from  $513,000 for the quarter  ended March 31, 2002.  Research
and  development  expenses for the quarter  ended March 31, 2003  decreased as a
percentage of net sales, to 3.4% from 3.5% for the quarter ended March 31, 2002.
This decrease in percentage was due to the higher sales volume.

Depreciation  and  amortization  expenses  for the quarter  ended March 31, 2003
increased  19.5% to $1.1 million  from $0.9 million for the quarter  ended March
31, 2002.  This  increase was primarily  due to the  depreciation  on additional
fixed  assets,  and  the  strength  of  the  Euro  in  translation  of  European
depreciation. Depreciation and amortization expense as a percentage of net sales
for the  quarter  ended  March  31,  2003,  increased  to 6.9% from 6.1% for the
quarter ended March 31, 2002 for the same reasons.


<PAGE>






Total operating  expenses for the quarter ended March 31, 2003 increased 7.1% to
$15.1  million from $14.1  million for the quarter  ended March 31,  2002.  This
increase in total  operating  expenses is primarily  due to higher cost of sales
caused by an  increase in sales and the  strength  of the Euro  against the U.S.
dollar.  Total operating expenses for the quarter ended March 31, 2003 increased
as a percentage of net sales to 96.1% from 95.0% for the quarter ended March 31,
2002. This increase is due to the reasons noted above.

Operating  income  for the  quarter  ended  March 31,  2003  decreased  18.0% to
$614,000,  from $749,000 for the quarter  ended March 31, 2002.  The decrease in
operating  income is due  primarily  due to the reasons  noted above.  Operating
income for the quarter  ended March 31, 2003  decreased as a  percentage  of net
sales to 3.9% from 5.0% for the quarter  ended March 31, 2002.  This decrease is
due primarily to the reasons noted above.

Interest  expense  for the  quarter  ended  March 31,  2003  decreased  19.0% to
$267,000,  from $330,000 for the quarter ended March 31, 2002. This decrease was
due  primarily to lower rates of interest on the  Company's  debt due to the new
loan agreement put in place on January 31, 2002.

Other  income for the  quarter  ended March 31,  2003  decreased  to $7,000 from
$200,000 for the quarter ended March 31, 2002.  This decrease is a result of the
income  on the  one-time  event of the sale of an  older  manufacturing  site in
Goppingen, Germany included in the prior year's quarter.

The  effective  income tax rate for the  quarter  ended  March 31, 2003 is 30.5%
versus  31.9%  for  the  same  period  in  2002.  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, 2003  decreased  41.6% to  $246,000,
from $422,000 for the quarter ended March 31, 2002.  This decrease in net income
was due primarily to the factors as discussed above.

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

The Company's working capital increased by $0.2 million during the quarter.  The
primary reasons were an increase of $1.3 million in customer receivables (due in
large part to  seasonally  lower sales in December 2002 compared to higher sales
in March  2003),  and an increase of $0.4  million in prepaid and an increase in
deferred assets of $0.1 million, offset by an increase in current liabilities of
$0.5 million  (composed of an increase in short-term  borrowings of $1.0 million
(due  primarily  to the  strength of the Euro),  which was reduced by payment of
year-end incentives),  and a decrease of $0.4 million in cash, and by a decrease
of $0.7 million in inventories.


<PAGE>






2003 Amendments to Bank  Financings.  On January 31, 2003, the Company's  credit
agreement with its main bank, which provides for revolving  credits and two term
loans, was extended to April 1, 2005. The Company's main revolving loan was also
renewed  through  April 1, 2005.  Term Loan "A" monthly  principal  and interest
installments  remain at $20,431,  however the final balloon payment was extended
to  November  1,  2008,  and the  interest  rate now  floats at prime  (4.25% at
December 31, 2002) per annum.  Term Loan "B" was also  renewed.  The  prepayment
penalty of $122,000  was rolled into the  principal,  and the monthly  principal
payments and interest were changed to $81,117 and the final balloon  payment was
extended to February 1, 2008.  The  interest  rate was changed to float at prime
(4.25% at  December  31,  2002) per annum.  The Company had a one time option to
convert the above two loans to a fixed rate of interest.  On April 4, 2003,  the
Company locked in Term Loan "A" at a fixed interest rate of 4.43%, and Term Loan
"B" at a fixed interest rate of 4.82% utilizing swap agreements.

At March 31, 2003,  the Company had available  $10.4 million under the revolving
credit  agreement  maintained  with the Company's  primary bank. This agreement,
which expires April 1, 2005, 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, 2003.

The  Company's  cash provided by operations  decreased  $1.4 million  during the
first quarter of 2003.  The primary  reasons were an increase of $2.0 million in
operating net assets plus a decrease in net income of $0.2 million  offset by an
increase  of $0.3  million in  deferred  tax  assets,  plus an  increase of $0.3
million in depreciation and amortization,  plus $0.2 million for the gain on the
sale of land and building in 2002.

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

Member countries of the European Union have  established  fixed conversion rates
between their existing currencies ("legacy currencies") and one common currency,
the Euro. Since January 1, 2002, the new Euro-denominated notes and coins are in
circulation  and legacy  currencies  have been withdrawn from  circulation.  The
Company has a manufacturing facility located in a member country (Germany),  and
the  conversion  to the Euro has  eliminated  currency  exchange  rate  risk for
transactions  among  the  member  countries,  which  for the  Company  primarily
consists  of payments  to  suppliers.  In  addition,  because  the Company  uses
foreign-denominated  debt to meet its financial  requirements  and to reduce its
foreign currency risks,  certain of these financial  instruments are denominated
in Euro to  finance  European  activities.  The  Company  addressed  all  issues
involved with converting to the new currency,  and the conversion did not have a
significant  impact on its  financial  position,  results of  operations or cash
flows.  At March 31, 2003, the Company had total assets of $19.8 million and net
assets of $6.6 million invested in Europe.


<PAGE>





       Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not use derivative financial instruments to address currency or
commodity  pricing risks.  The following  methods and  assumptions  were used to
estimate  the fair  value of each  class of  financial  instruments  held by the
Company for which it is practicable to estimate that value.  The carrying amount
of cash equivalents  approximates their fair value because of the short maturity
of  those  instruments.   The  estimated  fair  value  of  accounts   receivable
approximated  its  carrying  value at March 31, 2003 and December 31, 2002 based
upon analysis of their  collectability  and net realizable  value. The estimated
fair value of the Company's  long-term debt  approximated  its carrying value at
March 31, 2003 and December 31, 2002,  based upon market  prices for the same or
similar type of financial instrument.  The Company minimizes its exposure to the
impact of fluctuation in foreign  exchange rates in situations for certain sales
for products sold in Europe but manufactured in the U.S. through the movement of
production  of those  products to Europe.  There are no other  activities of the
Company where  management  believes  exchange rates have a material  impact with
respect to the underlying transactions. In January 2003, the Company renewed its
main loan agreements.  The two main domestic loans,  Term Loan A and Term Loan B
were renewed at a floating prime rate of interest with a one-time option to lock
in a fixed rate of interest.  The Company  exercised  its option to convert to a
fixed  rate of  interest  on Term Loan A at 4.82% on the  principle  balance  of
$2,303,840,  and Term Loan B at 4.43% on the principle  balance of $4,606,324 on
April 4, 2003.

Item 4.  CONTROLS AND PROCEDURES

Disclosure  controls  and  procedures  are  the  Company's  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 within 90
days  prior to this  report,  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
annual 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.      Reports on Form 8-K
        Other than previously reported, no reports on Form 8-K were filed in
        the three month period ended March 31, 2003.




<PAGE>




                                   SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned, thereunto duly authorized, on April 29, 2003.


                                   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  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:  April 29, 2003


                         /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:  April 29, 2003


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