UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q


(Mark One)
         X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                    For the quarterly period ended March 31, 2002

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

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

                           Commission File No. 027222

                             CFC INTERNATIONAL, INC.

             (Exact name of Registrant as specified in its charter)

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

                500 State Street, Chicago Heights, Illinois 60411

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


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

         YES  ( X )                                  NO  (     )

As of May 01, 2002, the Registrant had issued and outstanding  4,183,639  shares
of Common Stock,  par value $.01 per share, and 512,989 shares of Class B Common
Stock, par value $.01 per share.


<PAGE>







                             CFC INTERNATIONAL, INC.

                               INDEX TO FORM 10-Q


                                                                    Page
                                                                    ----

Part I - Financial Information:

  Item 1 - Financial Statements

     Consolidated Balance Sheets - March 31, 2002
       and December 31, 2001.....................................      5

     Consolidated Statements of Income for the
       three (3) months ended March 31, 2002 and
       March 31, 2001............................................      6

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

     Notes to Consolidated Financial Statements..................    8-9

  Item 2 - Management's Discussion and Analysis of Financial
  Condition and Results of Operations............................  10-13

  Item 3. - Quantitative and Qualitative Disclosures About
  Market Risk....................................................     13

Part II - Other Information:

 Item 6 - Exhibits and Reports on Form 8-K.......................     14

 Signatures......................................................     15




<PAGE>






                   SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

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


<PAGE>







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

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

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

o    Control of the Company by a principal stockholder.

The risks included here are not exhaustive. We operate in a very competitive and
rapidly changing  environment.  New risk factors emerge from time to time and it
is not possible for us to predict all such risk  factors,  nor can we assess the
impacts  of all such risk  factors  on our  business  or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those contained in any  forward-looking  statements.  Given these risks and
uncertainties,  investors  should not place undue  reliance  on  forward-looking
statements as a prediction of actual results. We have no obligation to revise or
update these forward-looking  statements to reflect events or circumstances that
arise after May 01, 2002 or to reflect the occurrence of anticipated events.

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




<PAGE>


                                     Part I
                          Item 1. Financial Statements

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

                                                   March 31,       December 31,
                                                     2002             2001
                                                     ----             ----
                                                         (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................    $ 3,586,865     $ 2,492,595
Accounts receivable, less allowance
  for doubtful accounts of $635,000
  and $583,000 at March 31, 2002
  and December 31, 2001, respectively ........      8,423,925       9,205,561

Inventories:
  Raw materials ..............................      2,255,985       2,638,602
  Work in process ............................      1,996,681       1,858,677
  Finished goods .............................      5,942,718       5,877,489
                                                  -----------     -----------

                                                   10,195,384      10,374,768
Prepaid expenses and
  other current assets
                                                      969,890         760,081
Deferred income tax assets....................      2,987,413       2,987,413
                                                  -----------     -----------
  Total current assets .......................     26,163,477      25,820,418
                                                  -----------     -----------
Property, plant and
  equipment, net .............................     23,767,530      24,792,724
Other assets .................................      4,576,922       4,584,264
                                                  -----------     -----------
  Total assets................................    $54,507,929     $55,197,406
                                                  ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt.............   $  2,666,037     $ 2,762,909
Accounts payable..............................      3,038,879       3,285,526
Accrued compensation and benefits.............      1,272,423       1,165,878
Accrued expenses and other
  current liabilities.........................      3,709,828       3,783,842
                                                  -----------     -----------
  Total current liabilities...................     10,687,167      10,998,155
                                                  -----------     -----------
Deferred income tax liabilities...............      2,185,717       2,185,717
Long-term debt, net of current portion........     18,942,842      19,371,422
                                                  -----------     -----------
  Total liabilities...........................     31,815,726      32,555,294
                                                  -----------     -----------
STOCKHOLDERS' EQUITY:
Voting Preferred Stock, par value
  $.01 per share, 750 shares authorized,
  No shares issued and outstanding............              -               -
Common stock, $.01 par value,
  10,000,000 shares authorized;
  4,424,717 and 4,421,529 shares issued
  at March 31, 2002 and December 31, 2001,
  respectively................................         44,248          44,216
Class B common stock, $.01 par value,
  750,000 shares authorized; 512,989
  shares issued and outstanding ..............          5,130           5,130
Additional paid-in capital....................     12,009,083      11,968,980
Retained earnings.............................     14,937,748      14,472,467
Accumulated other comprehensive
  income (loss)...............................     (1,875,325)     (1,557,100)
                                                  -----------     -----------
                                                   25,120,884      24,933,693
Less 514,867 and 482,867 treasury shares
  of common stock, at cost, at
  March 31, 2002 and December 31, 2001,
  respectively................................     (2,428,681)     (2,291,581)
                                                  -----------     -----------
                                                   22,692,203      22,642,112
                                                  -----------     -----------
 Total liabilities and stockholders' equity...    $54,507,929     $55,197,406
                                                  ===========     ===========

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


<PAGE>










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


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

Net sales ....................................      $14,841,680     $16,309,842
                                                    -----------     -----------
Cost of goods sold ...........................        9,469,565      10,548,981
Selling, general and
  administrative expenses ....................        3,207,243       3,375,827
Research and development expenses ............          513,361         629,605
Depreciation and amortization expense ........          831,834       1,090,000
                                                    -----------     -----------
Total operating expenses .....................       14,022,003      15,644,413
                                                    -----------     -----------

Operating income .............................          819,677         665,429

  Interest....................................          329,815         402,046
  Other expense...............................                -          15,600
  Other income (loss).........................         (200,419)         (7,320)
                                                    -----------     -----------
                                                        129,396         410,326
                                                    -----------     -----------
Income before income taxes ...................          690,281         255,103
Provision for income taxes....................          225,000          97,404
                                                    -----------     -----------
Net income ...................................         $465,281        $157,699
                                                    ===========     ===========

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

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


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



<PAGE>







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

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                         2002            2001
                                                         ----            ----
                                                    (Unaudited)     (Unaudited)
Cash flow from operating activities:
  Net income ...................................    $   465,281     $   157,699
    Adjustments to reconcile net
      income to net cash provided
      by operating activities:
       Depreciation and amortization ...........        831,834       1,090,000
       Deferred income taxes ...................        (31,993)       (169,872)
       Gain on sale of land and building .......       (191,158)           --
       Changes in assets and liabilities:
         Accounts receivable ...................        692,896      (1,096,341)
         Inventories ...........................         30,873         551,202
         Other current assets ..................       (198,611)          6,082
         Accounts payable ......................       (217,774)        995,644
         Accrued compensation and benefits .....        117,903         (52,697)
         Accrued expenses and other
          current liabilities ..................        (75,837)      1,008,569
                                                    -----------     -----------
Net cash provided by
  operating activities .........................    $ 1,423,414     $ 2,490,286
                                                    -----------     -----------

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

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

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

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

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


<PAGE>





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001
                                   (Unaudited)


Note 1.  Basis of Presentation

In the opinion of management,  the accompanying  unaudited interim  consolidated
financial  statements  contain  all  adjustments   (consisting  of  only  normal
recurring  adjustments)  necessary to present fairly the consolidated  financial
position  of  CFC  International,  Inc.  (the  Company),  and  its  wholly-owned
subsidiaries,  as of March  31,  2002  and  December  31,  2001  (audited),  the
consolidated results of operations for the three (3) months ended March 31, 2002
and 2001,  and  consolidated  statements  of cash flows for the three (3) months
ended March 31, 2002 and 2001.

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

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

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

Note 2.  Comprehensive Income

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

                                                   Three Months Ended March 31,
                                                        2002        2001
                                                        ----        ----
Net income........................................... $465,281   $  157,699
Less:  foreign currency translation adjustment.......  318,225    1,021,886
                                                      --------   ----------
Total comprehensive income (loss).................... $147,056  ($  864,187)
                                                      ========  ============


Note 3.  Earnings Per Share

                               March 31, 2002             March 31, 2001
                         --------------------------  ---------------------------
                                               Per                          Per
                         Income     Shares    Share  Income     Shares     Share
                         ------     ------    -----  ------     ------     -----

Basic Earnings Per Share:
Income available to
 Common Stockholders....$465,281   4,459,313   $.10  $157,699   4,564,693   $.03
Effect of Dilutive
 Securities:
 Options exercisable....               1,335                        1,058
 Convertible debt.......  15,000     119,047
Diluted Earnings
 per Share..............$480,281   4,579,695   $.10  $157,699   4,565,751   $.03



<PAGE>



Note 4.  Business Segments and International Operations

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

                                                          2002        2001
                                                          ----        ----

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


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

Sales (In Thousands)                              2002                2001
--------------------                              ----                ----

United States ..........................        $ 8,093             $ 7,410
Europe .................................          4,812               6,131
Other Foreign ..........................          1,937               2,769
                                                -------             -------
Total ..................................        $14,842             $16,310
                                                =======             =======

Net Fixed Assets (In Thousands)                   2002                 2001
-------------------------------                   ----                 ----
(In Thousands)

United States ..........................        $14,988             $15,389
Europe .................................          8,780               9,404
                                                -------             -------
Total ..................................        $23,768             $24,793
                                                =======             =======

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

Note 5.  Contingencies

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

Note 6.  Recent Accounting Pronouncements

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

SFAS No. 142 addresses  accounting  and reporting for (i) in tangible  assets at
acquisition  and (ii) for  intangible  assets and goodwill  subsequent  to their
acquisition.  The Company's goodwill and intangible assets are classified in the
balance sheets as "Other assets" and relate to the acquisition of businesses and
exclusive worldwide rights to holographic technology.  Management has reassessed
the previously  assigned  lives for those assets and has  determined  them to be
indefinite  lived. As such,  amortization  of the indefinite  lived goodwill and
intangible assets has ceased and annual impairment tests will be performed.

The adoption of SFAS No. 144 had no impact of the financial statements.


<PAGE>




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

Overview
--------

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

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

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

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

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

Net sales........................................        100.0%        100.0%
Cost of goods sold...............................         63.8          64.7
Selling, general and administrative..............         21.6          20.7
Research and development.........................          3.5           3.9
Depreciation and amortization....................          5.6           6.7
Operating income ................................          5.5           4.0
Interest expense ................................          2.2           2.5
Other expense ...................................            -             -
Other income (loss) .............................         (1.3)         (0.1)
Income before taxes..............................          4.6           1.6
Provision for income taxes.......................          1.5           0.6
Net income ......................................          3.1 %         1.0%



<PAGE>




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

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

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

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

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

Depreciation  and  amortization  expenses  for the quarter  ended March 31, 2002
decreased  23.7% to $0.8 million  from $1.1 million for the quarter  ended March
31, 2001.  This decrease was  primarily due to the Company no longer  amortizing
intangible  assets  related  to  holographic  products  as a result of FASB 142.
Depreciation  and  amortization  expense  as a  percentage  of net sales for the
quarter  ended March 31, 2002  decreased to 5.6% from 6.7% for the quarter ended
March 31, 2001 for the same reasons.

Total operating expenses for the quarter ended March 31, 2002 decreased 10.4% to
$14.0  million  from $15.6  million for the quarter  ended March 31,  2001.  The
decrease in total  operating  expenses is  primarily  due to lower cost of sales
caused by lower sales and reductions in the worldwide workforce. Total operating
expenses for the quarter  ended March 31, 2002  decreased as a percentage of net
sales to 94.5% from 96.0% for the quarter ended March 31, 2001. This decrease is
due to the reasons noted above.


<PAGE>




Operating  income  for the  quarter  ended  March 31,  2002  increased  23.2% to
$820,000,  from $665,000 for the quarter  ended March 31, 2001.  The increase in
operating income is due primarily due to the decreases in costs and expenses for
the reasons noted above.  Operating  income for the quarter ended March 31, 2002
increased as a percentage  of net sales to 5.5% from 4.0% for the quarter  ended
March 31, 2001. This increase is due primarily to the reasons noted above.

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

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

The  effective  income tax rate for the  quarter  ended  March 31, 2002 is 32.6%
versus  38.2%  for  the  same  period  in  2001.  The  primary  reasons  for the
differences  are due to the  effects of income  tax rates on foreign  income and
certain tax credits and permanent differences in the United States.

Net income for the quarter  ended March 31, 2002  increased  195.0% to $465,000,
from $158,000 for the quarter ended March 31, 2001.  This increase in net income
was due primarily to the factors as discussed above.

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

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

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


<PAGE>




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

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

SFAS No. 142 addresses  accounting  and reporting for (i) in tangible  assets at
acquisition  and (ii) for  intangible  assets and goodwill  subsequent  to their
acquisition.  The Company's goodwill and intangible assets are classified in the
balance sheets as "Other assets" and relate to the acquisition of businesses and
exclusive worldwide rights to holographic technology.  Management has reassessed
the previously  assigned  lives for those assets and has  determined  them to be
indefinite  lived. As such,  amortization  of the indefinite  lived goodwill and
intangible assets has ceased and annual impairment tests will be performed.

The adoption of SFAS No. 144 had no impact of the financial statements.


       Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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


<PAGE>






                           Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

      a. Reports on Form 8-K.  No reports on Form 8-K were filed in the three
         month period ended March 31, 2002.




<PAGE>




                                   SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     registrant has duly caused this report to be signed on its behalf by the
     undersigned; thereunto duly authorized, on May 01, 2002.


                                 CFC INTERNATIONAL, INC.


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