UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-Q/A
                                (Amendment No. 2)

(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, 2005

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

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

                           Commission File No. 0-27222

                             CFC INTERNATIONAL, INC.

             (Exact name of Registrant as specified in its charter)

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

                500 State Street, Chicago Heights, Illinois 60411
                    (Address of Principal Executive Offices)

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


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

            YES  ( X )                                  NO  (    )

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined by Rule 12b-2 of the Exchange Act).

            YES  (   )                                  NO  ( X  )

As of May 9 2005, the Registrant had issued and outstanding  3,998,233 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/A


                                                                    Pages
                                                                    -----

Part I - Financial Information:

   Item 1. Financial Statements

      Consolidated Balance Sheets - March 31, 2005 and
        December 31, 2004.........................................      5

      Consolidated Statements of Operations for the three months
        ended March 31, 2005 and March 31, 2004...................      6

      Consolidated Statements of Cash Flows for the three months
        ended March 31, 2005 and March 31, 2004...................      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 Risks.................................................     15

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

   Item 5.  Other Information, Common Stock Repurchases...........     16


Part II - Other Information

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

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

   Certifications.................................................  18-23

This Form 10-Q/A is being  filed to amend the May 9, 2005 Form 10-Q/A  filing to
update  Note 7.  Supplemental  Pro Forma  Information  and Item 2.  Management's
Discussion and Analysis of Financial Condition and Results of Operations.


<PAGE>







                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

The Company believes that certain statements contained in this report and in the
future filings by the Company with the Securities and Exchange Commission and in
the  Company's  written and oral  statements  made by or with the approval of an
authorized   executive   officer  that  are  not  historical   facts  constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and  Section 21E of the  Securities  Exchange  Act of 1934,  and the
Company  intends  that such  forward-looking  statements  be subject to the safe
harbors created thereby.

The words and phrases  "looking  ahead," "is  confident,"  "should  be," "will,"
"predicted,"  "believe," "plan," "intend,"  "estimates,"  "likely," "expect" and
"anticipate" and similar expressions identify forward-looking statements.

These  forward-looking  statements  reflect  the  Company's  current  views with
respect to future  events and  financial  performance,  but are  subject to many
uncertainties  and factors  relating to the  Company's  operations  and business
environment  which may affect the  accuracy of  forward-looking  statements  and
cause the actual  results of the  Company to be  materially  different  from any
future results  expressed or implied by such  forward-looking  statements.  As a
result,  in some future quarter the Company's  operating  results may fall below
the  expectations of securities  analysts and investors.  In such an event,  the
trading  price of the  Company's  common  stock would likely be  materially  and
adversely  affected.  Many  of  the  factors  that  will  determine  results  of
operations are beyond the Company's ability to control or predict.

Some of the factors that could cause or contribute to such differences include:

o    The effect of the continuing unfavorable economic conditions on market
     growth trends in general and the impact on the Company's customers, the
     demand for the Company's products and services, and the Company's ordinary
     sources of supply, in particular;

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

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

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

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

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


<PAGE>



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

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

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

o    Control of the Company by a principal stockholder; and

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

The risks included here are not exhaustive. We operate in a very competitive and
rapidly changing  environment.  New risk factors emerge from time to time and it
is not possible for us to predict all such risk  factors,  nor can we assess the
impacts  of all such risk  factors  on our  business  or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any  forward-looking  statements.  Given these risks and
uncertainties,  investors  should not place undue  reliance  on  forward-looking
statements as a prediction of actual results. We have no obligation to revise or
update these forward-looking  statements to reflect events or circumstances that
arise after May 9 2005 or to reflect the occurrence of anticipated events.

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




<PAGE>

                         Part I - Financial Information
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                      MARCH 31, 2005 AND DECEMBER 31, 2004

                                                      March 31,    December 31,
                                                        2005           2004
                                                        ----           ----
                                                             Unaudited)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................     $ 3,084,131    $ 4,554,699
Restricted cash ................................         306,380        306,271
Accounts receivable, less allowance
  for doubtful accounts and customer
  credits of $1,454,000 (2005) and
  $1,320,000 (2004) ............................      13,211,049     12,547,380
Inventories:
  Raw materials ................................       4,887,483      4,958,900
  Work in process ..............................       2,493,251      3,160,195
  Finished goods ...............................      10,434,380      9,590,043
                                                     -----------    ------------
                                                      17,815,114     17,709,138

Prepaid expenses and other current assets ......         369,442        387,231
Deferred income tax assets......................       1,171,268      1,002,559
                                                     -----------    ------------
  Total current assets .........................      35,957,384     36,507,278
                                                     -----------    ------------
Property, plant and equipment, net .............      27,730,315     28,602,311
Deferred income tax assets .....................       3,517,612      3,528,686
Goodwill .......................................       1,029,462      1,029,462
Intangible assets, net .........................       2,322,578      2,393,466
Other assets ...................................         269,817        266,806
Fair value of interest rate swap ...............         104,874         39,553
                                                     -----------    ------------
  Total assets .................................     $70,932,042    $72,367,562
                                                     ===========    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt...............     $ 5,398,488    $ 5,625,085
Accounts payable................................       4,845,732      6,802,792
Accrued compensation and benefits...............       1,400,837      1,427,215
Accrued bonuses.................................         181,622      2,056,778
Income taxes payable - current and deferred.....       1,721,758      1,554,641
Accrued expenses and other current liabilities..       4,713,315      3,473,356
                                                     -----------    ------------
  Total current liabilities.....................      18,261,751     20,939,867
                                                     -----------    ------------
Deferred income tax liabilities.................       3,221,756      3,229,584
Long-term debt, net of current portion..........      15,012,665     15,698,791
                                                     -----------    ------------
  Total liabilities.............................      36,496,172     39,868,242
                                                     -----------    ------------

COMMITMENTS AND CONTINGENCIES...................

STOCKHOLDERS' EQUITY:
Voting Preferred Stock, par value $.01 per share,
  750 shares authorized, no shares issued and
  outstanding...................................               -              -
Common stock, $.01 par value, 10,000,000 shares
  authorized; shares issued of 4,580,276 (2005)
  and 4,513,111 (2004)..........................          45,804         45,132
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......................      13,701,317     12,822,575
Retained earnings...............................      22,715,396     21,215,235
Accumulated other comprehensive income..........         905,183      1,188,860
                                                     -----------    ------------
                                                      37,372,830     35,276,932
Less - 582,542 (2005) and 574,171(2004)
  treasury shares of common stock, at cost .....      (2,936,960)    (2,777,612)
                                                     -----------    ------------
                                                      34,435,870     32,499,320
                                                     -----------    ------------
  Total liabilities and stockholders' equity.....    $70,932,042    $72,367,562
                                                     ===========    ============

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


<PAGE>






                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2005 AND 2004


                          Three Months Ended March 31,
                                                       2005             2004
                                                       ----             ----
                                                            (Unaudited)

Net sales ......................................   $ 22,988,838    $ 20,824,297
Cost of goods sold (excluding depreciation and
amortization shown below) ......................     14,403,381      13,024,195
Selling, general and administrative expenses ...      3,922,303       3,826,369
Research and development expenses ..............        704,030         608,116
Depreciation and amortization expenses .........      1,174,432       1,338,681
                                                   ------------    ------------
Total operating expenses .......................     20,204,146      18,797,361
                                                   ------------    ------------

Operating income ...............................      2,784,692       2,026,936

Other (income) expense:
    Interest expense ...........................        278,983         299,136
    Interest income ............................         (5,266)           (545)
    (Gain) loss on interest rate swap ..........        (65,321)         66,462
    Other income (rental income) ...............        (33,306)        (28,012)
    Foreign currency exchange loss .............        277,456          24,702
                                                   ------------    ------------
Total other expense, net .......................        452,546         361,743
                                                   ------------    ------------
Income before income taxes .....................      2,332,146       1,665,193
Provision for income taxes .....................        831,986         511,190
                                                   ------------    ------------
Net income .....................................   $  1,500,160    $  1,154,003
                                                   ============    ============

Basic earnings per share .......................   $       0.33    $       0.26

Diluted earnings per share .....................   $       0.33    $       0.26




               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, 2005 AND 2004

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2005            2004
                                                         ----            ----
                                                               (Unaudited)

Cash flows from operating activities:
  Net income ......................................   $ 1,500,160    $ 1,154,003
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation and amortization .............    1,220,835      1,373,808
        Interest rate swap valuation ..............      (65,321)        66,462
        Loss on disposition of assets .............       32,704           --
        Tax benefit of stock options ..............      213,895           --
        Deferred income taxes .....................     (343,863)      (216,068)
        Changes in assets and liabilities:
          Accounts receivable, net ................     (869,088)    (3,101,554)
          Inventories, net ........................     (456,332)       (38,967)
          Prepaid and other current assets ........       17,790         91,844
          Other assets ............................       (3,011)         5,994
          Accounts payable ........................   (1,911,491)       (38,714)
          Accrued compensation and benefits .......      241,815        303,355
          Accrued bonus ...........................   (1,875,156)       363,019
          Income taxes payable ....................      411,763        963,240
          Accrued expenses and other
            current liabilities ...................    1,375,190       (830,668)
                                                     -----------    -----------
Net (used in) cash provided by operating activities  $  (556,511)   $    95,754
                                                     -----------    -----------

Cash flows from investing activities:
  Purchase of property, plant and equipment .......     (825,978)    (1,879,205)
                                                     -----------    -----------
Cash used in investing activities .................     (825,978)    (1,879,205)
                                                     -----------    -----------
Cash flows from financing activities:
  Proceeds from revolving loan ....................      766,345      2,400,000
  Repayments of revolving loan ....................     (500,000)    (1,043,940)
  Proceeds from term loan .........................         --        3,255,024
  Repayments of term loans ........................     (445,430)    (3,480,404)
  Proceeds from exercise of stock options .........      332,054           --
  Repurchase of treasury shares ...................     (159,348)          --
                                                     -----------    -----------
Net (used in) cash provided by financing activities       (6,379)     1,130,680
                                                     -----------    -----------
Effect of exchange rate changes on cash
  and cash equivalents ............................      (81,699)       290,721
                                                     -----------    -----------
Decrease in cash and cash equivalents .............   (1,470,568)      (362,050)

Cash and cash equivalents:
Beginning of period ...............................    4,554,699      5,672,647
                                                     -----------    -----------
End of Period .....................................  $ 3,084,131    $ 5,310,597
                                                     ===========    ===========

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

<PAGE>






                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2005 AND 2004
                                   (Unaudited)

Note 1.  Basis of Presentation

In the opinion of management,  the accompanying  interim unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring adjustments) necessary to present fairly the financial position of the
Company as of March 31, 2005 and  December  31, 2004  (audited),  the results of
operations for the three months ended March 31, 2005 and 2004, and statements of
cash flows for the three months ended March 31, 2005 and 2004.

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

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

Note 2.  Earnings Per Share

The table below provides the  reconciliation of the numerator and denominator in
computing earnings per share.

                                             Three Months Ended
                        --------------------------------------------------------
                              March 31, 2005                 March 31, 2004
                        --------------------------   ---------------------------
                                              Per                           Per
                        Income     Shares    Share    Income     Shares    Share
                        ------     ------    -----    ------     ------    -----
Basic earnings per
 share:
Income available to
 Common Stockholders..$1,500,160  4,488,861  $0.33  $1,154,003  4,393,249  $0.26
Effect of Dilutive
 Securities:
 Options exercisable..              123,000                        29,269
 Convertible debt.....       108        794      -      10,425     71,427      -
                      ----------  ---------  -----  ----------  ---------  -----

Diluted earnings
 per share............$1,500,268  4,612,655  $0.33  $1,164,428  4,493,945  $0.26
                      ==========  =========  =====  ==========  =========  =====



<PAGE>






Note 3.  Business Segments and International Operations

The Company  operates a single  business  segment,  which is the formulating and
manufacturing of chemically  complex,  multi-layered  functional  coatings.  The
Company produces five primary types of coating  products.  Net sales for each of
these products (in thousands) for the three months ended March 31, 2005 and 2004
were as follows:

                                  Three Months Ended March 31,
                                   2005                2004
                            -----------------   -----------------

                              Net                Net
Net Sales (In Thousands)     Sales        %     Sales          %
                            -------     -----   -------     -----
Holographic Products ....   $ 4,430      19.3   $ 4,137      19.9
Printed Products ........     8,727      37.9     7,785      37.4
Pharmaceutical Products .     3,920      17.1     3,157      15.1
Security Products .......     2,677      11.6     2,204      10.6
Simulated Metal and Other
  Pigmented Products ....     3,235      14.1     3,541      17.0
                            -------     -----   -------     -----
Total ...................   $22,989     100.0   $20,824     100.0
                            =======     =====   =======     =====


The following is sales information by geographic area for the three months ended
March 31, 2005 and 2004,  and long lived asset  information as of March 31, 2005
and December 31, 2004:


                                                Three months ended
                                                    March 31,
                                          -------------------------------
Net Sales (In Thousands)                      2005             2004
                                              ----             ----
United States........................        $12,360          $10,855
Europe...............................          7,187            6,851
Other Foreign........................          3,442            3,118
                                          --------------   --------------
Total................................        $22,989          $20,824
                                          ==============   ==============

Long-Lived Assets
(In Thousands)                              March 31, 2005   December 31, 2004
                                            --------------   -----------------
United States..................              $18,945          $19,117
Europe.........................               12,514           13,215
                                          ----------------   ---------------
Total..........................              $31,457           $32,332
                                          ================   ===============


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

Note 4.  Comprehensive Income

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

                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                    2005            2004
                                                    ----            ----

Net income...................................... $1,500,160    $ 1,154,003
Foreign currency translation adjustment.........   (283,677)       (63,079)
                                                 -----------   ------------
Total comprehensive income.....................  $1,261,483    $ 1,090,924
                                                 ===========   ============


<PAGE>





Note 5. Contingencies and Commitments

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

Note 6.  Derivative Instruments

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

Note 7.  Supplemental Pro Forma Information

The Company currently  accounts for stock based  compensation in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  Interpretations.  Had the Company  accounted for stock
based  compensation  in  accordance  with  Statement  of  Financial   Accounting
Standards No. 123 (SFAS No. 123) "Accounting for Stock-Based  Compensation," the
Company would have reported the following pro forma amounts for the three months
ended March 31, 2005 and 2004:

                                                          Three Months Ended
                                                    ----------------------------
                                                     03/31/05          03/31/04
                                                    ----------      ------------

Net income as reported ......................       $1,500,160       $1,154,003
Pro forma adjustment - additional
  compensation expense had SFAS No. 123
  been adopted, net of tax ..................          (60,411)         (16,296)
                                                    -----------      -----------
Pro forma net income.........................       $1,439,749       $1,137,707
                                                    ===========      ===========

Basic earnings per share as reported ........            $0.33            $0.26
Pro forma effect of compensation expense.....            (0.01)            0.00
                                                    -----------      -----------
Pro forma basic earnings per share...........            $0.32            $0.26
                                                    ===========      ===========

Diluted earnings per share as reported ......            $0.33            $0.26
Pro forma effect of compensation expense.....            (0.01)           (0.01)
                                                    -----------      -----------
Pro forma diluted earnings per share.........            $0.32            $0.25
                                                    ============     ===========


<PAGE>





Note 8.  Net Operating Loss Tax Asset

Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards  (NOLs)  totaling 7.0 million  Euros at March 31, 2005.  These NOLs are
being carried  forward to offset future taxable  income in Germany.  The Company
has recorded cumulative deferred tax assets of $3.5 million as of March 31, 2005
relating to the benefit of these NOLs.  At present  time the unused NOLs have no
expiration date. Although  realization of the deferred tax asset is not assured,
the  Company  has  concluded  that it is more likely than not that the tax asset
will be realized, and accordingly no valuation allowance has been provided. This
is principally  based upon a prudent and feasible business strategy which shifts
production to the Company's plant in Germany. If the Company concludes that as a
result of actions  planned or taken,  that the operating  results in Germany can
not maintain  profitability,  or if there are changes to the German tax law, the
Company  may need to  adjust  the value of the  Company's  deferred  tax  assets
resulting in a reduction to income in the period in which such  determination is
made.


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

Overview
--------

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

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


<PAGE>


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,
                                                      --------------------------
                                                          2005          2004
                                                          ----          ----
                                                              (Unaudited)

Net sales ................................................    100.0%    100.0%
                                                              ------    ------
Cost of goods sold (excluding depreciation and
   amortization shown below) .............................     62.7      62.6
Selling, general and administrative ......................     17.1      18.4
Research and development .................................      3.1       2.9
Depreciation and amortization ............................      5.0       6.4
                                                              ------    ------
Total operating expenses .................................     87.9      90.3
                                                              ------    ------
Operating income .........................................     12.1       9.7
Interest expense and other ...............................      0.8       1.6
Foreign currency exchange loss ...........................      1.2       0.1
                                                              ------    ------
Income before taxes ......................................     10.1       8.0
Provision for income taxes ...............................      3.6       2.5
                                                              ------    ------
Net income ...............................................      6.5%      5.5%
                                                              ======    ======

Quarter Ended March 31, 2005 Compared to Quarter Ended March 31, 2004
---------------------------------------------------------------------

Net sales for the quarter ended March 31, 2005 increased 10.4% to $23.0 million,
from $20.8 million for the quarter ended March 31, 2004.  The Euro  strengthened
6.1% compared to the U.S. dollar and as a result sales  increased  approximately
$0.3 million in the first quarter of 2005.  Holographic  product sales increased
7.1% to $4.4  million for the quarter  ended  March 31,  2005,  compared to $4.1
million for the quarter ended March 31, 2004.  This increase is primarily due to
strong European demand in holographic packaging of $488,000,  offset by a slight
decrease in the U.S. of $200,000.  Printed product sales increased 12.1% to $8.7
million,  from $7.8 million in the prior year,  primarily  due to an increase in
the  Company's  domestic  market  share  as  a  result  of  a  major  competitor
withdrawing  from the market.  Pharmaceutical  product sales  increased 24.2% to
$3.9  million for the quarter  ended March 31,  2005,  from $3.2 million for the
quarter ended March 31, 2004. Pharmaceutical product sales increased globally as
the  Company's  customers  expanded  their  penetration.  Security  product (mag
stripe,   signature   panels,   and   tipping   products   for   credit   cards,
intaglio-printed products and gift cards) sales increased 21.4% to $2.7 million,
from $2.2 million. This increase is primarily due to holographic magnetic stripe
products  in the amount of  $263,000.  Sales of  specialty  pigmented  and other
simulated  metal  products  decreased  8.6% to $3.2 million,  from $3.5 million,
primarily  due to the  Company  exiting  low margin  business  of  approximately
$450,000,  offset by the  increase  in the  strength  of the Euro  amounting  to
$153,000.

Cost of goods sold for the quarter ended March 31, 2005 increased 10.6% to $14.4
million,  from $13.0 million for the quarter  ended March 31, 2004.  This dollar
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, 2005  increased to 62.7%
from 62.5% for the quarter  ended March 31, 2004  primarily  due to higher labor
costs of $469,000.




<PAGE>








Selling,  general,  and administrative  expenses for the quarter ended March 31,
2005  increased  2.5% to $3.9  million,  from $3.8 million for the quarter ended
March 31,  2004.  This  increase is due  primarily  to the  strength of the Euro
against the U.S.  dollar of $69,000.  As a percent of net sales these costs were
17.1% for the quarter  ended  March 31,  2005,  and 18.4% for the quarter  ended
March 31, 2004.  The decrease in percentage is primarily due to the higher sales
volume.

Research and development expenses for the quarter ended March 31, 2005 increased
15.8% to  $704,000,  from  $608,000 for the quarter  ended March 31, 2004.  This
increase is primarily  due to an increase of incentive  compensation  expense of
$72,000.  Research and development expenses for the quarter ended March 31, 2005
increased as a percentage of net sales,  to 3.1% from 2.9% for the quarter ended
March 31, 2004.  This increase in  percentage  was primarily due to higher costs
offset by higher sales volume.

Depreciation  and  amortization  expenses  for the quarter  ended March 31, 2005
decreased  12.3% to $1,174,000,  from $1,339,000 for the quarter ended March 31,
2004.  This  decrease  was  primarily  due to assets  being  fully  depreciated.
Depreciation  and  amortization  expense  as a  percentage  of net sales for the
quarter ended March 31, 2005,  decreased to 5.0% from 6.4% for the quarter ended
March 31, 2004 primarily due to the higher sales volume.

Operating  income for the quarter ended March 31, 2005  increased  37.4% to $2.8
million, from $2.0 million for the quarter ended March 31, 2004. The increase in
operating  income is due  primarily  due to the reasons  noted above.  Operating
income for the quarter  ended March 31, 2005  increased as a  percentage  of net
sales to 12.1% from 9.7% for the quarter ended March 31, 2004.  This increase is
due primarily to the reasons noted above.

Interest expense for the quarter ended March 31, 2005 decreased 9.8% to $279,000
from  $299,000,  for the quarter  ended March 31,  2004.  This  decrease was due
primarily to the Company's repayment of revolving loans.

Other  income for the quarter  ended March 31, 2005  increased  to $33,300  from
$28,000 for the quarter ended March 31, 2004.  This increase is due primarily to
rental income from the acquired Chicago Heights property in February 2004.

The loss on foreign  currency  exchange  for the  quarter  ended  March 31, 2005
increased  1,023.2% to a loss of $277,000 from a loss of $25,000 for the quarter
ended March 31, 2004. This was a result of the weakening of the Euro against the
U.S. dollar.

The  effective  income tax rate  increased  to 35.7%,  representative  of a more
normal  effective  tax rate for the quarter  ended March 31, 2005 from 30.5% for
the quarter ended March 31, 2004.

Net income for the quarter ended March 31, 2005 increased 30.0% to $1.5 million,
from $1.2  million for the quarter  ended March 31, 2004.  This  increase in net
income was due primarily to the factors affecting sales, income and expenses, as
discussed above.


<PAGE>






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

The Company's cash flow from operations  decreased by $0.7 million from a use of
cash of  $557,000  in 2005  compared to cash being  provided  by  operations  of
$96,000 in 2004  primarily  due to the payment of accrued  bonuses  offset by an
increase in net income of $346,000.  Working  capital  increased by $2.1 million
during the first three  months of 2005 as compared  to $0.5  million  during the
first  three  months of 2004.  The  primary  reasons  for this  increase  are an
increase of $0.6 million in customer receivables,  an increase in inventories of
0.1  million,  an  increase  in deferred  income tax assets of $0.1  million,  a
decrease in current  portion of debt of $0.2  million due to the  repayment  and
permanent funding of the new Chicago Heights  facility,  offset by a decrease in
accounts payable accrued compensation and benefits and other accrued expenses of
$2.4 million and a decrease of $1.5 million in cash.

Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards  (NOLs)  totaling 7.0 million  Euros at March 31, 2005.  These NOLs are
being carried  forward to offset future taxable  income in Germany.  The Company
has recorded cumulative deferred tax assets of $3.5 million as of March 31, 2005
relating to the benefit of these NOLs.  At present  time the unused NOLs have no
expiration date. Although  realization of the deferred tax asset is not assured,
the  Company  has  concluded  that it is more likely than not that the tax asset
will be realized, and accordingly no valuation allowance has been provided. This
is principally  based upon a prudent and feasible business strategy which shifts
production  to the  Company's  plant in  Germany.  During  the first  quarter of
operations for 2005, the German operations  generated a taxable profit excluding
currency losses. If the Company concludes that as a result of actions planned or
taken, that the operating results in Germany can not maintain profitability,  or
if there are  changes to the German tax law,  the Company may need to adjust the
value of the Company's deferred tax assets resulting in a reduction to income in
the period in which such determination is made.

At March 31, 2005,  the Company had available  $11.9 million under the revolving
credit  agreement  maintained  with the Company's  primary bank. This agreement,
which matures April 1, 2006, is  collateralized  by the Company's trade accounts
receivables  and  inventories.  The Company  expects to renew its loan revolving
credit  agreements in the normal course prior to the maturity  date. The Company
believes  that  the net  cash  provided  by  operating  activities  and  amounts
available  under the revolving  credit  agreement are  sufficient to finance the
Company's  growth and future capital  requirements.  The Company had no material
commitments to purchase capital assets as of March 31, 2005.

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, 2005, the Company had total assets of $28.7 million and net
assets of $8.7 million invested in Europe.



<PAGE>





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   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, 2005 and December  31, 2004 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, 2005 and
December  31,  2004,  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
the interest  rate at LIBOR plus 1.5%.  The Company  executed two interest  rate
swap  agreements  to fix  the  interest  rate  on Term  Loan A at  4.82%  on the
principal  balance  of  $2,303,840,  and Term  Loan B at 4.43% on the  principal
balance of $4,606,324 on April 4, 2003. The swap agreements terminate on January
31, 2008. 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.  The Company
does not use derivative  financial  instruments to address currency or commodity
pricing risks.


Item 4.  CONTROLS AND PROCEDURES

The Company  maintains  disclosure  controls and procedures that are designed to
provide  reasonable  assurances  that  information  required to be  disclosed in
reports  filed with the SEC pursuant to the  Securities  Exchange Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in  the  rules  and  forms  of the  Commission  and  that  such  information  is
accumulated and communicated to the Company's Chief Executive  Officer (CEO) and
Chief  Financial  Officer  (CFO),  as  appropriate,  to allow  timely  decisions
regarding required disclosures. Under the supervision and with the participation
of the Company's management, including the CEO and CFO, the Company conducted an
evaluation of the overall effectiveness of the Company's disclosure controls and
procedures,  as such term is defined under Rule 13a-15(e)  promulgated under the
Securities Exchange Act of 1934, as amended, as of the end of the period covered
by this report.  Based on their evaluation,  our principal executive officer and
principal  financial  officer have  concluded  that the  Company's  controls and
procedures  were  effective  as of March 31,  2005.  There  were no  significant
changes in our internal  controls or in other  factors that could  significantly
affect these controls in the first quarter of 2005.

The  evaluation of the Company's  disclosure  controls and procedures by the CEO
and the CFO  included  a review of the  controls'  objectives  and  design,  the
operation of the  controls,  and the effect of the  controls on the  information
presented in this Quarterly Report. The Company's management,  including the CEO
and CFO, does not expect that  disclosure  controls and  procedures  can or will
prevent or detect all errors and all fraud,  if any,  because there are inherent
limitations  to the  effectiveness  of any  system of  disclosure  controls  and
procedures,  including the possibility of human error and the  circumvention  or
overriding of the controls and procedures.  As a result,  a control  system,  no
matter  how well  designed  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance  that the  objectives of the control  system are met. Also,
projections  of any  evaluation  of the  disclosure  controls and  procedures to
future  periods  are  subject  to the risk  that  the  disclosure  controls  and
procedures may become inadequate  because of changes in conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.


<PAGE>







Item 5.  OTHER INFORMATION, COMMON STOCK REPURCHASES

The following  chart  summarizes  Common Stock  repurchases for the three months
ended March 31, 2005:


                                                              (c)        (d)
                                                             Total     Maxiumum
                                                             number    number
                                           (a)               shares of of shares
                                          Total              purchased that may
                                          number      (b)    as        yet be
                                          of       Average   part of   purchased
                                          shares   price     publicly  under
For the three months ended                repur-   paid per  announced plans or
  March 31, 2005                          chased   share     plan      programs

January 1, 2005 to January 31, 2005 .....  6,500   $17.00       -        -
February 1, 2005 to February 28, 2005 ...  2,375   $15.42       -        -
March 1, 2005 to March 31, 2005.......... 34,471   $21.31       -        -
                                          ------   ------   ---------- ---------
Total.................................... 43,346   $17.91       -        -
                                          ======   ======   ========== =========


                           Part II - Other Information

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

a.       Exhibits

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

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

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

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

b.       Report on Form 8-K

In addition to those  reports  previously  disclosed by the Company,  during the
fiscal first  quarter of 2005 and through the date of this  filing,  the Company
filed a Report on Form 8-K dated May 2, 2005, reporting on Item 1.01 (Entry into
a Material Definitive Agreement), Item 2.02 (Results of Operations and Financial
Condition),  Item 8.01 (Other  Events) and Item  9.01(Financial  Statements  and
Exhibits).  In  accordance  with General  Instruction  B of Form 8-K, the Report
submitted to the Securities and Exchange  Commission under Item 2.02 of Form 8-K
is not  deemed to be  "filed"  for  purposes  of  Section  18 of the  Securities
Exchange Act of 1934 (the "Exchange Act"), and is not subject to the liabilities
of  that  section.  We are  not  incorporating,  and  will  not  incorporate  by
reference,  such Report into any filing under the  Securities Act of 1933 or the
Exchange Act.


<PAGE>






                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized, on July 12, 2005.



                                CFC INTERNATIONAL, INC.


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