UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)
         X                 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly
                           period ended September 30, 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. 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 November 05, 2003,  the Registrant  had issued and  outstanding  3,880,260
shares of Common Stock,  par value $.01 per share, and 512,989 shares of Class B
Common Stock, par value $.01 per share.


<PAGE>


                             CFC INTERNATIONAL, INC.

                               INDEX TO FORM 10-Q



                                                                    Pages
                                                                    -----

Part I - Financial Information:

 Item 1. Financial Statements

   Consolidated Balance Sheets - September 30, 2003
     and December 31, 2002.....................................      5

   Consolidated Statements of Operations for the three (3)
     months and for the nine (9) months ended September 30, 2003
     and September 30, 2002....................................      6

   Consolidated Statements of Cash Flows for the
     nine (9) months ended September 30, 2003
     and September 30, 2002....................................      7

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


 Item 2. Management's Discussion and Analysis of
     Financial Condition and Results of Operations.............  12-17

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

 Item 4.  Controls and Procedures..............................     18

Part II - Other Information

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

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

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





<PAGE>






                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

o    Changes in raw material costs and the Company's ability to adjust selling
     prices;

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

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


<PAGE>







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

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

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

o    Control of the Company by a principal stockholder.

The risks included here are not exhaustive. We operate in a very competitive and
rapidly changing  environment.  New risk factors emerge from time to time and it
is not possible for us to predict all such risk  factors,  nor can we assess the
impacts  of all such risk  factors  on our  business  or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any  forward-looking  statements.  Given these risks and
uncertainties,  investors  should not place undue  reliance  on  forward-looking
statements as a prediction of actual results. We have no obligation to revise or
update these forward-looking  statements to reflect events or circumstances that
arise  after  November  05,  2003 or to reflect the  occurrence  of  anticipated
events.

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




<PAGE>


                         Part I - Financial Information
                          Item 1. Financial Statements
                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                    SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

                                                    September 30,   December 31,
                                                      2003             2002
                                                      ----             ----
ASSETS                                              (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents ....................      $ 5,334,628    $ 5,990,077
Accounts receivable, less allowance
  for doubtful accounts of $647,000
  (2003) and $618,000 (2002) .................       10,494,037      8,996,995
Inventories net:
  Raw materials ..............................        3,668,209      3,234,290
  Work in process ............................        2,047,633      1,690,762
  Finished goods .............................        5,562,349      5,887,549
                                                  -------------   --------------
                                                     11,278,191     10,812,601
Prepaid expenses and other current
 assets.......................................          825,086        638,571
Deferred income tax assets....................          798,209        675,000
                                                  -------------   --------------
  Total current assets........................       28,730,151     27,113,244
                                                  -------------   --------------
Property, plant and equipment, net............       25,936,628     25,214,867
Deferred income tax assets ...................        2,241,515      2,143,584
Intangible assets, net .......................        3,765,482      3,980,000
Other assets .................................          112,520        154,861
                                                  -------------   --------------
  Total assets................................     $ 60,786,296   $ 58,606,556
                                                  =============   ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.............      $ 7,897,460    $ 6,388,157
Accounts payable..............................        4,094,003      3,158,400
Accrued compensation and benefits.............        1,131,787      1,862,138
Accrued expenses and other current liabilities.       3,655,062      3,526,013
                                                  --------------- --------------
  Total current liabilities...................       16,778,312     14,934,708
                                                  --------------- --------------
Deferred income tax liabilities...............        2,204,321      2,204,321
Fair value of interest rate swap..............          106,810              -
Long-term debt, net of current portion........       14,277,773     15,097,682
                                                  --------------- --------------
    Total liabilities.........................       33,367,216     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 4,446,127 (2003)
  and 4,437,075 (2002).........................          44,462         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.....................      12,167,569     12,130,587
Retained earnings..............................      16,791,304     16,751,153
Accumulated other comprehensive income ........       1,069,018         97,007
                                                  --------------- --------------
                                                     30,077,483     29,028,248
Less - 565,867 treasury shares of common stock,
  at cost......................................      (2,658,403)    (2,658,403)
                                                  --------------- --------------
                                                     27,419,080     26,369,845
                                                  --------------- --------------
    Total liabilities and stockholders' equity..   $ 60,786,296   $ 58,606,556
                                                  =============== ==============

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



<PAGE>






                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2003 AND 2002

                  Three Months Ended 09/30,         Nine Months Ended 09/30,
                     2003            2002             2003             2002
                     ----            ----             ----             ----
                           (Unaudited)                      (Unaudited)


Net sales....     $15,073,709      $16,649,223     $47,473,476      $45,921,887
Cost of goods
 sold (excluding
 depreciation
 and amortization
 shown below).     10,466,949       10,271,749      31,613,768       29,064,882
Selling, general
 and administrative
 expenses.....      3,190,818        3,485,204      10,012,322        9,900,241
Research and
 development
 expenses.....        539,996         537,771        1,623,964        1,569,054
Depreciation and
 amortization
 expense........    1,093,759       1,042,271        3,256,312        2,904,904
                   -------------  -------------    -------------   -------------
Total operating
 expenses...       15,291,522       15,336,995       46,506,366       43,439,081
                   -------------  -------------    -------------   -------------
Operating income
 (loss).......       (217,813)        1,312,228         967,110        2,482,806

Other (income)
expense:
 Interest expense.    314,174          330,385          822,923         986,497
 Interest income..          -                -             (355)        (14,949)
 Interest swap
  valuation...        (71,271)               -          106,810               -
 Other income..        (5,400)         (10,999)         (20,040)       (218,738)
                   -------------  --------------   --------------  -------------
Total other
(income) expense,
net............       237,503          319,386          909,338          752,810
                   -------------  --------------   --------------  -------------
Income (loss)
before income
taxes ........       (455,316)         992,842           57,772        1,729,996
Provision (benefit)
 for income taxes..  (138,889)         318,336           17,621          538,853
                   -------------  --------------   --------------  -------------
Net income (loss).  ($316,427)        $674,506         $ 40,151      $ 1,191,143
                   =============  ==============   ==============  =============


Basic earnings
(loss) per share..   ($  0.07)          $0.15            $0.01            $0.27

Diluted earnings
(loss) per share..   ($  0.07)          $0.15            $0.01            $0.27







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



<PAGE>







                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2003 AND 2002

                                             Nine Months Ended 09/30,
                                       -------------------------------------
                                             2003                2002
                                             ----                ----
                                          (Unaudited)         (Unaudited)
Cash flow from operating activities:
    Net income.......                      $   40,151          $1,191,143
      Adjustments to reconcile net
        income (loss) to net cash
        provided by operating
        activities:
         Depreciation and amortization..    3,440,814           2,926,929
         Valuation of derivative........      106,810                   -
         Gain on sale of land and building.         -           (191,158)
         Deferred income tax provision.....   332,662             157,142
      Changes in assets and liabilities:
         Accounts receivable, net..........(1,038,863)         (1,048,577)
         Inventories, net..................   (62,021)             654,293
         Prepaid and other current assets..  (746,026)           (249,670)
         Other assets......................    42,341             246,585
         Accounts payable..................   844,740             381,536
         Accrued compensation and benefits.  (877,841)            549,566
         Accrued expenses and other current
          liabilities......................  (269,060)           (136,390)
                                          -----------------   -----------------
Net cash provided by operating
  activities..............................$ 1,813,707         $ 4,481,399
                                          -----------------   -----------------

Cash flows from investing activities:
    Additions to property, plant
      and equipment......................  (2,049,272)         (2,044,049)
    Proceeds from sale of land
      and building.......................           -             455,334
                                          -----------------   -----------------

Net cash (used in) investing activities..  (2,049,272)         (1,588,715)
                                          -----------------   -----------------

Cash flows from financing activities:
    Repayment of revolver................    (577,500)         (2,099,903)
    Proceeds from revolver...............   1,119,708           1,924,347
    Proceeds from term loans.............     122,545                   -
    Repayments of term loans.............  (1,165,659)         (1,469,600)
    Repurchase of shares.................           -            (366,822)
    Proceeds from issuance of stock......     37,073              49,047
                                          -----------------   -----------------
Net cash (used in) financing activities..   (463,833)         (1,962,931)
                                          -----------------   -----------------

Effect of exchange rate changes on
 cash and cash equivalents...............     43,949             320,658
                                          -----------------   -----------------
(Decrease)/increase in cash and cash
 equivalents.............................   (655,449)          1,250,411

Cash and cash equivalents:
Beginning of period......................  5,990,077           2,492,595
                                          -----------------   -----------------
End of period............................$ 5,334,628         $ 3,743,006
                                          =================   =================




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


<PAGE>




                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

Note 1.  Basis of Presentation

In the opinion of management,  the accompanying  interim unaudited  consolidated
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring adjustments) necessary to present fairly the financial position of the
Company as of September 30, 2003 and December 31, 2002 (audited), the results of
operations for the three (3) months and nine (9) months ended September 30, 2003
and 2002, and  statements of cash flows for the nine (9) months ended  September
30, 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
independent audit.

Note 2.  Earnings Per Share

                                           Three Months Ended
                      --------------------------------------------------------
                         September 30, 2003              September 30, 2002
                      ------------------------        ------------------------
                      Income               Per       Income             Per
                      (Loss)   Shares     Share     (Loss)   Shares    Share
                      -------  -------    ------    -------  -------   -------
Basic earnings
(loss) per share:
Income (loss)
available to Common
Stockholders........ ($316,427) 4,393,223 ($.07)     $674,506 4,418,598  $.15
Effect of Dilutive
  Securities:
 Options exercisable                   -                          3,918
 Convertible debt                                       12,000   95,237
                     ---------- --------- --------  ---------- --------  ------
Diluted earnings
(loss) per share.....($316,427) 4,393,223 ($.07)     $686,506 4,517,753  $.15
                     ========== ========= ========  ========== ========= ======


                                           Nine Months Ended
                      --------------------------------------------------------
                         September 30, 2003              September 30, 2002
                      ------------------------        ------------------------
                                          Per                          Per
                      Income   Shares     Share     Income   Shares    Share
                      -------  ------     -----     ------   ------    -----
Basic earnings
per share:
Income available to
CommonStockholders... $ 40,151  4,390,434  $.01    $1,191,143 4,437,262  $.27

Effect of Dilutive
Securities:
 Options exercisable.                   -                         2,776

  Convertible debt...        -          -              42,000   111,110
                     ---------- --------- --------  ---------- --------- ------
Diluted earnings
per share............ $ 40,151  4,390,434  $.01    $1,233,143 4,551,148  $.27
                     ========== ========= ========  ========== ========= ======

For the three and nine  months  ended  September  30,  2003,  the  effect of the
convertible  debt  would  be  antidilutive  and as such  is  excluded  from  the
calculation in the table above.


<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  millions)  for the  three  months  and nine  months  ended
September 30, 2003 and 2002 were as follows:

                         Three Months Ended              Nine Months Ended
                             September 30,                  September 30,
                       -------------------------    -------------------------
                          2003         2002             2003           2002
                       -----------  ------------    -----------    -----------
                        Net          Net           Net            Net
                        Sales  %     Sales  %      Sales   %      Sales  %
                        -----  -     -----  -      -----   -      -----  -
Holographic Products... $3.7  24.4   $2.9  17.5    $11.7  24.7    $7.8  16.9
Printed Products.......  3.6  24.0    4.0  24.2     12.9  27.2    13.7  30.0
Pharmaceutical Products. 2.7  17.8    2.6  15.6      8.6  18.1     8.2  17.8
Security Products......  2.4  15.9    4.1  24.7      5.6  11.8     7.9  17.1
Simulated Metal and
 Other Pigmented
 Product..............   2.7  17.9    3.0  18.0      8.6  18.2     8.3  18.2
                        ----- -----  ----- -----    ----- -----   ----- -----
Total................. $15.1  100.0 $16.6 100.0     $47.4 100.0  $45.9 100.0
                        ===== =====  ===== =====    ===== =====   ===== =====

The following is sales  information by geographic  area for the three months and
nine months ended September 30, 2003 and 2002, and long lived asset  information
as of September 30, 2003 and December 31, 2002:

                        Three months ended                 Nine months ended
                            September 30,                     September 30,
                         ------------------------    --------------------------
Net Sales (In Thousands)  2003         2002             2003          2002
                          ----         ----             ----          ----
United States.......      $7,278       $10,004         $21,974        $26,204
Europe..............       5,533         4,431          17,704         13,694
Other Foreign.......       2,263         2,214           7,795          6,024
                         ----------   -----------     -----------    ----------
Total...............     $15,074       $16,649         $47,473        $45,922
                         ==========   ===========     ===========    ==========

Long Lived Assets
(In Thousands)           September 30, 2003             December 31, 2002
                         ------------------             -----------------
United States.......        $17,210                            $18,543
Europe..............         12,605                             10,807
                         ------------------             -----------------
Total...............        $29,815                            $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 an amended Form 10-Q/A for each of the quarters
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 (loss) was as follows:

                                           Three Months Ended September 30,
                                             2003                   2002
                                             ----                   ----
Net income (loss)....................... ($  316,427)            $ 674,506
Foreign currency
  translation adjustment................     241,606               (9,263)
Total comprehensive                     --------------         --------------
  income (loss)......................... ($   74,821)            $ 665,243
                                        ==============         ==============

                                           Nine Months Ended September 30,
                                             2003                   2002
                                             ----                   ----
Net income..............................  $   40,151            $1,191,143
Foreign currency
  translation adjustment................     972,011             1,078,603
                                        --------------         --------------
Total comprehensive income..............  $1,012,162            $2,269,746
                                        ==============         ==============

Note 6. 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  September  2003,  the Company was
notified by one of its pigment  suppliers that the Company had received  batches
of pigment since August 2002 containing more than the maximum  regulatory  limit
of PCB's.  The Company hired an  independent  laboratory to conduct  independent
testing,  and has  reviewed  the  situation  with its  advisors and notified all
customers who use products  containing  this  pigment.  The Company has received
assurance from the supplier that the supplier will reimburse the Company for any
costs it incurs in connection  with this matter.  In the opinion of  management,
the amount of ultimate  liability  with respect to these actions will not have a
material  adverse  effect on the  Company's  consolidated  financial  condition,
results of operations or cash flows.

The Company has commitments to purchase  capital assets as of September 30, 2003
in the amount of $1.4 million.

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 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.




<PAGE>




Note 8.  Supplemental Pro Forma Information

The Company currently  accounts for stock based  compensation in accordance with
Accounting  Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to
Employees,"  and related  Interpretations.  Had the Company  accounted for stock
based  compensation  in  accordance  with  Statement  of  Financial   Accounting
Standards No. 123 (SFAS No. 123) "Accounting for Stock-Based  Compensation," the
Company  would have  reported the  following pro forma amounts for the three and
nine months ended September 30, 2003 and September 30, 2002:

                        Three Months Ended                 Nine Months Ended
                  ---------------------------       ---------------------------
                     09/30/03       09/30/02        09/30/03        09/30/02
                  --------------  ------------      -------------  ------------

Net income (loss)
 as reported        ($316,427)        $674,506          $40,151     $1,191,143
Pro forma
 adjustment -
  additional
  compensation expense
  had SFAS No. 123
  been adopted,
  net of tax          (16,433)        ( 20,791)         (44,238)       (57,279)
                  --------------  -------------   ---------------  ------------
Pro forma net
  income (loss)     ($332,860)        $653,715          ($4,087)    $1,133,864
                  ==============  ==============  ===============  ============

Diluted earnings
 (loss) per share
 as reported        ($0.07)           $0.15              $0.01      $0.27
Pro forma effect
 of compensation
 expense             (0.01)           (0.01)             (0.01)     (0.01)
                  --------------  --------------  ---------------  ------------
Pro forma diluted
 earnings (loss)
 per share          ($0.08)           $0.14              $0.00      $0.26
                  ==============  ==============  ===============  ============

Note 9.  Net Operating Loss Tax Asset

Our German  business  has  generated  cumulative  tax net  operating  loss carry
forwards  (NOL's)  totaling 6.3 million Euros through  September 30, 2003. These
NOL's are being carried forward to offset future taxable income in Germany.  The
Company has recorded  cumulative  deferred tax assets of 2.3 million Euros as of
September 30, 2003  relating to the benefit of these NOL's.  At present time the
unused NOL's 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  principally  based  upon a  prudent  and
feasible business and tax planning strategy which shifts production to our plant
in Germany and also after  considering  benefits  realized  from cost  reduction
measures the Company has already taken  including  closing the UK  manufacturing
plant and reducing employee headcount. If the Company concludes that as a result
of  actions  planned or taken,  that the  operating  results in Germany  can not
achieve  profitability,  or if there are  changes to the  Germany  tax law,  the
Company may need to adjust the value of the deferred  tax assets  resulting in a
reduction to income in the period in which such determination is made.

Note 10.  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,  $740,000 and $786,000 of proceeds has
been  reflected as a reduction  of costs of goods sold in the first,  second and
third quarter 2002 statement of operations, respectively.

<PAGE>

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

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

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

Results of Operations

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

                           Three Months Ended         Nine Months Ended
                              September 30,              September 30,
                         -----------------------------------------------------
                              2003          2002         2003          2002
                              ----          ----         ----          ----
                                 (Unaudited)                (Unaudited)

Net sales...................  100.0 %       100.0 %      100.0 %       100.0 %
                             ---------    ----------    ---------    ----------
Cost of goods sold
  (excluding depreciation
  and amortization shown
  below)....................   69.4          61.7         66.6          63.3
Selling, general and
  administrative............   21.1          20.9         21.1          21.6
Research and development....    3.6           3.2          3.4           3.4
Depreciation and amortization   7.3           6.3          6.9           6.3
                              ---------    ----------    ---------    ----------
Total operating expenses....  101.4          92.1         98.0          94.6
                              ---------    ----------    ---------    ----------
Operating income (loss).....   (1.4)          7.9          2.0           5.4
Interest expense and other..    1.6           1.9          1.9           1.6
                              ---------    ----------    ---------    ----------
Income (loss) before taxes..   (3.0)          6.0          0.1           3.8
Provision (benefit) for income
  taxes.....................   (0.9)          1.9          0.0           1.2
                              ---------    ----------    ---------    ----------
Net income (loss)...........   (2.1 %)        4.1 %        0.1 %         2.6 %
                              =========    ==========    =========    ==========




<PAGE>




Quarter Ended September 30, 2003 Compared to Quarter Ended September 30, 2002
-----------------------------------------------------------------------------

Net sales for the  quarter  ended  September  30, 2003  decreased  9.5% to $15.1
million,  from $16.6 million for the quarter ended  September 30, 2002. The Euro
appreciated in value 15% compared to the U.S. dollar, and as a result, increased
sales  approximately  $0.7  million in the third  quarter  of 2003.  Holographic
products sales  increased  26.2% to $3.7 million for the quarter ended September
30, 2003,  compared to $2.9 million for the quarter  ended  September  30, 2002.
This increase was primarily due to increased volumes for existing  customers and
new  applications  of the  Company's  holographic  security  and  authentication
products.  Printed  products sales decreased 10.1% to $3.6 million,  compared to
$4.0 million for the same quarter in the prior year.  This decrease was a result
of  continued  softness  in the  manufactured  housing  and  furniture  markets.
Pharmaceutical  products sales during these same periods  increased 3.4% to $2.7
million,  from  $2.6  million,  primarily  due to  increased  demand  worldwide.
Security products  (magstripe,  signature panels and tipping products for credit
cards,  intaglio-printed  products  and gift cards) sales for these same periods
decreased  41.9% to $2.4 million from $4.1 million.  This decrease was primarily
the result of the  decrease of gift cards sales.  Sales of  simulated  metal and
other pigmented products for these periods decreased 10.0% to $2.7 million, from
$3.0 million,  primarily due to the soft European economy, offset by an increase
in the strength of the Euro compared to the U.S. dollar.

Cost of goods sold for the quarter ended  September 30, 2003  increased  1.9% to
$10.5 million, from $10.3 million for the quarter ended September 30, 2002. This
increase was primarily due to the favorable  effect on comparable  2002 costs of
the  recovery  in the third  quarter  of 2002 of  certain  incremental  costs in
Germany through business  interruption  insurance proceeds totaling $786,000 for
lost  production  resulting from a damaged  production  machine during 2002, and
product  mix  resulting  in higher  costs due to shorter  runs in the  company's
printed  products during 2003.  Certain costs were recovered.  The cost of goods
sold as a  percentage  of net sales for the  quarter  ended  September  30, 2003
increased to 69.4% from 61.7% for the quarter ended September 30, 2002 primarily
due to the reasons noted above and sales mix.

Selling, general and administrative expenses for the quarter ended September 30,
2003  decreased  8.4% to $3.2  million,  from $3.5 million for the quarter ended
September 30, 2002,  primarily due to the  consolidation  of the U.K. office and
warehouse into Germany.  Selling,  general and  administrative  expenses for the
quarter ended September 30, 2003 increased as a percentage of net sales to 21.1%
from 20.9% for the quarter ended September 30, 2002. This increase in percentage
was primarily due to the impact of lower sales in 2003.

Research and  development  expenses  for the quarter  ended  September  30, 2003
increased  0.4% to $540,000 from  $538,000 for the quarter  ended  September 30,
2002. This increase was primarily due to cost of living adjustment. Research and
development  expense for the quarter  ended  September  30, 2003  increased as a
percentage  of net sales to 3.6% from 3.2% for the quarter  ended  September 30,
2002 and was primarily caused by the impact of lower sales in 2003.

Depreciation and amortization  expenses for the quarter ended September 30, 2003
increased 4.9% to $1,094,000 from $1,042,000 for the quarter ended September 30,
2002.  This  increase was primarily  due to an increase in  depreciation  due to
capital spending.  Depreciation and amortization  expense as a percentage of net
sales for the quarter ended  September 30, 2003  increased to 7.3% from 6.3% for
the quarter ended  September 30, 2002,  primarily due to the additional  capital
spending plus the impact of lower sales in 2003.


<PAGE>





Total operating expenses for the quarter ended September 30, 2003 decreased 0.3%
to $15,292,000  from  $15,337,000 for the quarter ended September 30, 2002. This
decrease in total  operating  expenses is due to the  reasons  described  in the
paragraphs  relating to sales,  costs and expenses noted above.  Total operating
expenses for the quarter ended  September 30, 2003  increased as a percentage of
net sales to 101.4% from 92.1% for the quarter ended  September  30, 2002.  This
increase is due to the reasons  described in the  paragraphs  relating to sales,
costs and expenses noted above, plus the impact of lower sales in 2003.

Operating income for the quarter ended September 30, 2003, decreased 116.6% to a
loss of ($218,000),  down from $1.3 million for the quarter ended  September 30,
2002.  The  decrease  in  operating  income is  primarily  a result of the above
reasons described above in the paragraphs relating to sales, costs and expenses.
Operating  income for the quarter  ended  September  30,  2003,  decreased  as a
percentage  of net  sales to  (1.4%)  (loss)  from  7.9% for the  quarter  ended
September 30, 2002.  This  decrease is a result of the above  reasons  described
above in the paragraphs relating to sales, costs and expenses.

Interest expense for the quarter ended September 30, 2003 decreased 4.9% to
$314,000, from $330,000 for the quarter ended September 30, 2002. This decrease
in interest expense is primarily due to lower interest rates.

Interest rate swap valuation provision for the quarter ended September 30, 2003,
increased to a $71,000  benefit  from zero in the quarter  ended  September  30,
2002. This increase  represents the change in value of a swap agreement  entered
into by the Company in April 2003. It is the Company's intention to utilize this
swap until its maturity.  Interest rate swap valuation provision for the quarter
ended  September  30, 2003  increased as a percentage of sales to 0.5% from zero
for the quarter  ended  September  30,  2002.  This  increase is a result of the
reasons noted above.

Provision  (benefit) for income taxes for the quarter ended  September 30, 2003,
decreased  143.6% to a benefit of ($139,000),  down from a provision of $318,000
for the quarter ended  September 30, 2002.  The change in the effective tax rate
for the quarter  ended  September 30, 2003 to 30.5% versus 32.1% for the quarter
ended September 30, 2002 did not have a significant impact.

Net  income  decreased  146.9% to a loss of  ($316,000)  for the  quarter  ended
September 30, 2003,  from income or $675,000 for the quarter ended September 30,
2002. This decrease is net income is primarily due to the reasons noted above.

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30,
--------------------------------------------------------------------------------
2002
----

Net sales for the nine months ended  September 30, 2003  increased 3.4% to $47.4
million,  from $45.9 million for the nine months ended  September 30, 2002.  The
Euro  appreciated in value 21.0% compared to the U.S.  dollar,  and as a result,
increased sales  approximately  $2.9 million for the nine months ended September
30, 2003.  Holographic  product sales  increased  50.8% to $11.7 million for the
nine months  ended  September  30,  2003,  compared to $7.8 million for the nine
months ended  September 30, 2002,  primarily due to an increase in demand due to
new applications for holographic products.  Printed product sales decreased 6.0%
to $12.9 million, from $13.7 million, primarily due to the decrease in demand in
manufactured housing and the furniture markets. Pharmaceutical product sales for
this


<PAGE>





period  increased  5.0% to $8.6  million  from $8.2  million,  primarily  due to
increased sales in Europe,  offset by softer domestic  demand.  Security product
(magnetic stripe,  signature panels and tipping products for transaction  cards,
intaglio-printed  products  and gift cards)  sales for these  periods  decreased
28.7% to $5.6 million,  from $7.9 million.  This decrease  comes  primarily from
decreased  sales of gift cards.  Sales of  simulated  metal and other  pigmented
products for these periods increased 3.3% to $8.6 million,  from $8.3 million in
the first nine months of 2002. This increase is primarily due to the strength of
the Euro compared to the U.S. dollar.

Cost of goods sold for the nine months ended  September 30, 2003  increased 8.8%
to $31.6  million,  from $29.1  million for the nine months ended  September 30,
2002.  This increase was  primarily due to higher sales in 2003,  product mix in
2003  resulting  in higher  costs due to  shorter  runs  sizes in the  Company's
printed  products,  and the favorable  effect on comparable 2002 costs resulting
from the  recovery  of certain  incremental  costs in Germany  through  business
interruption proceeds totaling $1.9 million in the first nine months of 2002 for
lost production  from a backfire that damaged a production  machine in the first
quarter  2002.  Cost of goods sold for the nine months ended  September 30, 2003
increased as a  percentage  of net sales to 66.6% from 63.3% for the nine months
ended  September  30, 2002.  This  increase was primarily due to the income from
insurance proceeds in 2002.

Selling, general and administrative expenses for the nine months ended September
30, 2003  increased  1.1% to $10.0 million from $9.9 million for the nine months
ended  September  30, 2002.  This  increase in expenses was primarily due to the
favorable  effect on comparable 2002 expenses of a $300,000 benefit related to a
settlement  of past sales tax  liabilities  with the State of  Illinois in 2002.
Selling, general and administrative expenses for the nine months ended September
30, 2003 decreased as a percentage of net sales to 21.1% from 21.6% for the nine
months ended September 30, 2002, primarily due to the reasons noted above.

Research and  development  expenses for the nine months ended September 30, 2003
increased  3.5% to  $1,624,000,  from  $1,569,000  for  the  nine  months  ended
September  30,  2002.  This  increase in expenses  was  primarily  due to higher
personnel  costs.  Research  and  development  expense for the nine months ended
September  30, 2003 and for the nine  months  ended  September  30,  2002,  as a
percentage  of net sales,  remained  the same at 3.4%,  primarily  due to higher
personnel costs offset by a higher sales volume.

Depreciation and  amortization  expenses for the nine months ended September 30,
2003  increased  12.1% to $3.3 million,  from $2.9 million for the quarter ended
September  30,  2002.  This  increase  was  primarily  due  to  an  increase  in
depreciation due to capital spending. Depreciation and amortization expense as a
percentage of net sales for the nine months ended  September 30, 2003  increased
to 6.9% from 6.3% for the nine months ended  September 30, 2002 primarily due to
the reasons noted in the prior sentence above  partially  offset by higher sales
volume.

Total operating  expenses for the nine months ended September 30, 2003 increased
7.1% to $46.5 million from $43.4 million for the nine months ended September 30,
2002. The increase is due to the reasons noted above.  Total operating  expenses
for the nine months ended  September  30, 2003  increased as a percentage of net
sales to 98.0% from 94.6% for the nine months ended  September  30,  2002.  This
increase is due to the reasons noted above.


<PAGE>





Operating income for the nine months ended September 30, 2003 decreased 61.0% to
$1.0  million,  from $2.5 million for the nine months ended  September 30, 2002.
The decrease in operating income is primarily due to the reasons described above
in the paragraphs  relating to sales,  costs and expenses.  Operating income for
the nine months ended  September 30, 2003 as a percentage of net sales decreased
to 2.0% from 5.4% for the nine months ended September 30, 2002. This decrease is
primarily  due to the reasons  described  above reasons  described  above in the
paragraphs relating to sales, costs and expenses.

Interest expense for the nine months ended September 30, 2003 decreased 16.6% to
$0.8  million,  from $1.0 million for the nine months ended  September 30, 2002.
This decrease was primarily due to lower interest rates.

Interest income for the nine months ended September 30, 2003, decreased to $355
from $15,000 for the nine months ended September 30, 2002. This decrease was
primarily related to the company receiving interest on an income tax refund in
2002.

Other income for the nine months ended  September 30, 2003  decreased to $20,000
from  $219,000 for the nine months ended  September  30, 2002.  This decrease is
primarily  the  result  of the  gain  on  sale of a  manufacturing  facility  in
Goppingen, Germany in the first quarter of 2002.

Interest rate swap valuation  provision for the nine months ended  September 30,
2003,  increased  to  $107,000  provision  from  zero in the nine  months  ended
September  30,  2002.  This  increase  represents  the change in value of a swap
agreement  entered  into by the  Company  in  April  2003.  It is the  Company's
intention to utilize this swap until its maturity.  Interest rate swap valuation
provision for the nine months ended September 30, 2003 increased as a percentage
of sales to 0.2% from zero for the nine months ended  September  30, 2002.  This
increase is a result of the reasons noted above.

Income taxes for the nine months ended  September 30, 2003,  decreased  96.7% to
$18,000,  down from $539,000 for the nine months ended  September 30, 2002.  The
decrease in the effective tax rate for the nine months ended  September 30, 2003
to 30.5% from 32.1% during the nine months ended September 30, 2002 did not have
a significant  impact.  The decrease in income taxes was primarily caused by the
decrease in operating income described above.

Net income for the nine months ended  September 30, 2003,  decreased to $40,000,
down from $1.2  million for the nine  months  ended  September  30,  2002.  This
decrease in net income is primarily due to the reasons  described  above reasons
described above in the paragraphs relating to sales, costs and expenses.

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

The  Company's  cash flow from  operations  decreased  by $2.7  million  to $1.5
million in 2003 from $4.5  million in 2002  primarily  due to a decrease  in net
income of $1.1 million, and a decrease of working capital of $1.3 million, which
was partially  offset by an increase in  depreciation  and  amortization of $0.4
million.  Working capital decreased by $1.3 million during the first nine months
of 2003 as  compared to the same  period in 2002.  The primary  reasons for this
decrease are an increase in current portion of debt of $1.9 million, an increase
of $0.3  million in accounts  payable,  a decrease  of $0.1  million in customer
receivables, and a decrease of $2.4 million in prepaid and other current assets,
offset by an increase of $1.6 million in inventories, a decrease of $0.4 million
accrued compensation and benefits and other accrued expenses, and an increase of
$1.6 million in cash.


<PAGE>





Four German  business has  generated  cumulative  tax net  operating  loss carry
forwards  (NOL's)  totaling 6.3 million Euros through  September 30, 2003. These
NOL's are being carried forward to offset future taxable income in Germany.  The
Company has recorded  cumulative  deferred tax assets of 2.3 million Euros as of
September 30, 2003  relating to the benefit of these NOL's.  At present time the
unused NOL's 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  principally  based  upon a  prudent  and
feasible business and tax planning strategy which shifts production to our plant
in Germany and also after  considering  benefits  realized  from cost  reduction
measures the Company has already taken  including  closing the UK  manufacturing
plant and reducing employee headcount. If the Company concludes that as a result
of  actions  planned or taken,  that the  operating  results in Germany  can not
achieve  profitability,  or if there are  changes to the  Germany  tax law,  the
Company may need to adjust the value of the deferred  tax assets  resulting in a
reduction to income in the period in which such determination is made.

At  September  30,  2003,  the  Company had  available  $8.7  million  under the
revolving  credit  agreement  maintained  with the company's  primary bank. This
agreement, which matures April 1, 2005, is collateralized by the Company's trade
accounts  receivables  and  inventories.  The Company  expects to renew its loan
revolving credit agreements in the normal course prior to the maturity date. The
Company believes that the net cash provided by operating  activities and amounts
available  under the revolving  credit  agreement are  sufficient to finance the
Company's growth and future capital requirements. The Company has commitments to
purchase capital assets as of September 30, 2003 in the amount of $1.4 million.

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 September 30, 2003, the Company had total assets of $60.8 million and
net assets of $27.2 million invested in Europe.



<PAGE>






Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company does not use derivative financial instruments to address currency or
commodity  pricing risks.  The following  methods and  assumptions  were used to
estimate  the fair  value of each  class of  financial  instruments  held by the
Company for which it is practicable to estimate that value.  The carrying amount
of cash equivalents  approximates their fair value because of the short maturity
of  those  instruments.   The  estimated  fair  value  of  accounts   receivable
approximated  its  carrying  value at  September  30, 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 September 30, 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  executed two
interest rate swap agreements to the fixed interest rate on Term Loan A at 4.82%
on the  principal  balance  of  $2,303,840,  and  Term  Loan B at  4.43%  on the
principal balance of $4,606,324 on April 4, 2003. The swap agreements  terminate
on January 31, 2008.  Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge  transaction and, if it is, the type
of hedge transaction.  These derivatives do not qualify for hedge accounting and
accordingly,  the  Company  will record  these  derivative  instruments  and the
associated  assets or liabilities at their fair values with the related gains or
losses  recorded as other income or expense in the  consolidated  statements  of
income.

Item 4.  CONTROLS AND PROCEDURES

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.

As required by Rule 13a-15 under the  Exchange  Act, the Company has carried out
an evaluation of the  effectiveness of the design and operation of the Company's
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of the end of the period covered by this report. This
evaluation was carried out under the supervision and with the  participation  of
the Company's  management,  including our Chief Executive  Officer and our Chief
Financial Officer.  Based upon that evaluation,  our Chief Executive Officer and
Chief Financial  Officer  concluded that our disclosure  controls and procedures
were effective as of the end of the period covered by this report. There were no
changes in the Company's  internal control over financial  reporting (as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act) that occurred  during
the quarter ended September 30, 2003 that have materially affected,  or that are
reasonably  likely to materially  affect,  the Company's  internal  control over
financial reporting.

<PAGE>





                           Part II - Other Information

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

        a.      Exhibits

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

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

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

                32.2     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 September 30, 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 November 05, 2003.


                                CFC INTERNATIONAL, INC.



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