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, 2000

         ----      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 11, 2000, the Registrant had issued and outstanding  4,061,016  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, 2000
     and December 31, 1999...........................      3

    Consolidated Statements of Income for the
     three (3) months ended March 31, 2000
     and March 31, 1999..............................      4

    Consolidated Statements of Cash Flows for
     the three (3) months ended March 31, 2000
     and March 31, 1999..............................      5

    Notes to Consolidated Financial Statements.......      6-8

  Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results
           of Operations.............................      9-11

Part II - Other Information:

  Signatures.........................................      12


<PAGE>



                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                         CONSOLIDATED BALANCE SHEETS AT
                      MARCH 31, 2000 AND DECEMBER 31, 1999

                                                      March 31,    December 31,
                                                       2000            1999
                                                       ----            ----
                                                            (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ....................      $ 1,206,279     $ 1,908,989
Accounts receivable, less allowance
  for doubtful accounts of $1,026,149
  and $1,209,000 respectively ................       12,189,948
                                                                     11,263,452
Employee receivable
                                                         85,022          37,083
Inventories:
    Raw materials ............................        2,384,158       2,556,769
    Work in process ..........................        2,288,325       1,576,822
    Finished goods ...........................        6,812,529       6,253,805
                                                    -----------     -----------
                                                     11,485,012      10,387,396
Prepaid expenses and other current assets.....          988,970       1,778,477
Deferred income taxes.........................        1,437,266       1,437,266
                                                    -----------     -----------
    Total current assets......................       27,392,497      26,812,663
                                                    -----------     -----------
Property, plant and equipment, net............       26,177,659      26,558,177
Intangible assets.............................        3,532,000               -
Other assets..................................        2,021,302       1,991,158
                                                    -----------     -----------
Total assets..................................      $59,123,458     $55,361,998
                                                    ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of Note payable...............      $ 3,205,853     $         -
Current portion of long-term debt.............        7,385,019       7,394,335
Accounts payable..............................        3,386,715       2,545,831
Accrued environmental liability...............          244,937         244,937
Accrued bonus.................................          336,333         177,809
Accrued vacation..............................          759,785         617,752
Other accrued expenses and
  current liabilities.........................        4,061,449       5,037,582
                                                    -----------     -----------
  Total current liabilities...................       19,308,091      16,018,246
Deferred income taxes.........................        1,963,346       1,963,346
Long-term debt................................       13,469,179      13,635,116
                                                    -----------     -----------
  Total liabilities...........................       34,812,616      31,616,708
                                                    -----------     -----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000
  shares authorized; 4,417,101 and
  4,392,700 shares issued at March 31, 2000
  and December 31, 1999 respectively..........           43,955          43,927
Class B common stock, $.01 par value,
  750,000 shares authorized;  512,989
  shares were issued and outstanding at
  March 31, 2000 and December 31, 1999
  respectively................................            5,130           5,130
Additional paid-in capital....................       11,651,989      11,607,695
Retained earnings.............................       15,036,066      14,225,154
Accumulated other comprehensive income........         (764,321)       (503,445)
                                                    -----------     -----------
                                                     25,972,819      25,378,461
Less 358,646 and 353,346 treasury shares
  of common stock, at cost at March 31, 2000
  and December 31, 1999 respectively..........       (1,661,977)     (1,633,171)
                                                    -----------     -----------
                                                     24,310,842      23,745,290
                                                    -----------     -----------
  Total liabilities and stockholders' equity..      $59,123,458     $55,361,998
                                                    ===========     ===========



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


<PAGE>




                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999


                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                       2000              1999
                                                       ----              ----
                                                            (Unaudited)

Net sales ....................................      $18,258,436      $13,004,066
Cost of goods sold ...........................       11,375,060        8,263,307
                                                    -----------      -----------
Gross profit .................................        6,883,376        4,740.759
                                                    -----------      -----------
Marketing and selling expenses ...............        2,194,357        1,405,605
General and administrative expenses ..........        2,238,091        1,356,779
Research and development expenses ............          741,264          397,146
                                                    -----------      -----------
                                                      5,173,711        3,159,530
                                                    -----------      -----------
Operating income .............................        1,709,664        1,581,229

Other (income) expenses:
    Interest .................................          294,435          150,384
    Miscellaneous ............................          169,002           73,094
                                                    -----------      -----------
                                                        463,437          223,478
                                                    -----------      -----------
Income before income taxes and
  minority interest ..........................        1,246,227        1,357,751
Provision for income taxes ...................          435,315          575,669
                                                    -----------      -----------
                                                        810,912          782,082
                                                    -----------      -----------
Net income ...................................      $   810,912      $   782,082
                                                    ===========      ===========


Basic earnings ...............................      $      0.18      $      0.17

Diluted earnings per share ...................      $      0.18      $      0.17


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



<PAGE>



                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

                                                  Three Months Ended March 31,
                                                       2000             1999
                                                       ----             ----
                                                   (Unaudited)      (Unaudited)
Cash flow from operating activities:
Net income ...................................     $   810,912      $   782,083
 Adjustments to reconcile net income to
  net cash  provided by operating
  activities:
   Depreciation and amortization .............         847,133          608,322
   Changes in assets and liabilities:
     Accounts receivable .....................      (1,189,638)        (213,647)
     Inventories .............................         572,191       (1,387,733)
     Employee receivable......................         (50,604)            (936)
     Other current assets.....................         613,959         (580,451)
     Accounts payable.........................         923,018          966,890
     Accrued vacation.........................         142,151          (16,755)
     Accrued bonus............................         160,923         (448,865)
     Accrued expenses and other current
      liabilities.............................        (618,840)        (194,372)
                                                    -----------      -----------
Net cash provided by operating activities.....      $  251,280       $1,474,460
                                                    -----------      -----------

Cash flows from investing activities:
  Additions to property, plant and equipment...       (902,045)      (1,055,621)
  Cash paid for acquired business rights.......       (356,206)               -
  Cash paid for acquired business..............              -       (3,265,301)
                                                    -----------      -----------
Net cash used in investing activities..........     (1,258,251)      (4,320,922)
                                                    -----------      -----------

Cash flows from financing activities:
  Proceeds from term loans.....................              -           10,981
  Repayments of term loans.....................         90,493         (162,118)
  Repayment of capital lease...................              -           (6,619)
  Issuance of stock............................         16,325           36,160
                                                    -----------      -----------
Net cash provided by (used in)
  financing activities.........................        106,818         (121,596)
                                                    -----------      -----------

Effect of exchange rate changes on cash
  and cash equivalents.........................        197,443           (5,003)
                                                    -----------      -----------
Decrease in cash and cash equivalents..........       (702,710)      (2,973,061)

Cash and cash equivalents:
Beginning of period.............................     1,909,989        5,434,595
End of Period...................................    $1,206,279       $2,461,234
                                                    ===========      ===========

Non-cash financing and investing activities:
  Issuance of installment note payable for
    acquisition of business rights..............    $3,240,000       $        -

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


<PAGE>





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000 AND 1999
                                   (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 financial position of CFC
International,  Inc.  (the  Company) as of March 31, 2000 and December 31, 1999,
the  results of  operations  for the three (3) months  ended  March 31, 2000 and
1999, and statements of cash flows for the three (3) months ended March 31, 2000
and 1999.

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.

Certain  prior year  amounts have been  reclassified  to conform to current year
presentation.


Note 2.  Comprehensive Income

The Company's total comprehensive income was as follows:

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                          2000         1999
                                                          ----         ----
Net earnings..........................................  $810,912     $782,083
(Less):  foreign currency translation adjustment......   260,876        5,003
                                                        --------     --------
Total comprehensive income............................  $550,036     $777,080
                                                        ========     ========




<PAGE>


Note 3.  Earnings Per Share

                               March 31, 2000               March 31, 1999
                           -------------------------   ------------------------
                                                Per                        Per
                           Income      Shares  Share   Income    Shares   Share
                           ------      ------  -----   ------    ------   -----

Basic Earnings
 Per Share:
Income available to
 Common Stockholders..... $810,912   4,571,347  $.18  $782,083  4,565,595  $.17
Effect of Dilutive
 Securities:
  Options exercisable....                3,397                      2,663
  Convertible debt.......   21,000     166,667          24,000    190,476
Diluted Earnings
 per Share............... $831,912   4,741,410  $.18  $806,083  4,758,734  $.17

Note 4.  Purchase of Worldwide Holographic Technology Rights

On January 3, 2000,  the Company  exercised its option to purchase the worldwide
rights  to the  holographic  technology  of  Applied  Holographics  PLC for $3.6
million.  The  acquisition  of  these  rights  was  financed  by  a  nine  month
non-interest  bearing  installment note issued by the Company and $.4 million in
cash.

Note 5.  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.  Sales for each of these  products (in  millions) for the three months
ended March 31, 2000 and 1999 are as follows:

                                                         2000          1999
                                                         ----          ----
Printed Products                                        $ 4.9         $ 4.4
Pharmaceutical Products                                   2.2           2.2
Security Products                                         1.6           2.2
Holographic Products                                      3.2           2.4
Specialty Pigmented and Other Simulated Metal Products    6.4           1.8
                                                        -----         -----
Total                                                   $18.3         $13.0
                                                        =====         =====

The following is sales by  geographic  area for the three months ended March 31,
2000 and 1999 and long-lived asset information as of March 31, 2000 and December
31, 1999:

Sales (In Thousands)                    2000         1999
                                        ----         ----
United States                         $ 9,212      $ 8,600
Germany                                 4,469          805
Foreign                                 4,577        3,599
                                      -------      -------
Total                                 $18,258      $13,004
                                      =======      =======

Net Fixed Assets
(In Thousands)                          2000         1999
                                        ----         ----
United States                         $15,869      $15,510
Germany                                10,069       10,773
Foreign                                   240          275
                                      -------      -------
Total                                 $26,178      $26,558
                                      =======      =======

Foreign revenue is based on the country in which the customer is domiciled.


<PAGE>




Note 6.  Acquisition of Oeserwerk

On March 19,  1999,  the Company  acquired  substantially  all of the assets and
assumed  substantially  all of the  liabilities  of Oeserwerk KG. The results of
operations  of  Oeserwerk  since  the  acquisition  have  been  included  in the
accompanying  consolidated  financial  statements  since  March  19,  1999.  The
following  summarized  unaudited pro forma  financial  information for the three
months ended March 31, 1999 assumes the acquisition had occurred on January 1 of
each year (in 000's).

                             1999
                             ----
Net sales                  $20,616
Net income                     285
Earnings per share:
  Basic                    $0.06
  Diluted                  $0.06

Note 7.  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.


<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 furniture and
building products,  pharmaceutical products, transaction cards (including credit
cards,  debit cards, ATM cards,  and access cards),  intaglio  printing,  and on
holographic packaging and authentication seals.

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

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

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

                                                      Quarter Ended March 31,
                                                  -----------------------------
                                                     2000             1999
                                                     ----             ----


Net sales........................................    100.0%           100.0%
Cost of sales....................................     62.3             63.5
Gross profit.....................................     37.7             36.5
Selling, general and administrative..............     24.2             21.2
Research and development.........................      4.1              3.1
Operating income.................................      9.4             12.2
Interest expense and other.......................      2.6              1.8
Income before taxes and minority interest........      6.8             10.4
Provision for income taxes.......................      2.4              4.4
                                                     ------           ------
Net income.......................................      4.4%             6.0%
                                                     ======           ======



<PAGE>



Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999
---------------------------------------------------------------------

Net sales for the quarter ended March 31, 2000 increased 40.4% to $18.3 million,
from $13.0  million for the quarter  ended March 31, 1999.  Holographic  product
sales  increased  30.3% to $3.2  million for the quarter  ended March 31,  2000,
compared to $2.4 million for the quarter ended March 31, 1999. This increase was
due primarily to strong demand for  authentication  labels and continuing demand
for   holographic   packaging,   as  it  becomes  an  important  part  of  brand
identification. Printed product sales increased 11.6% to $4.9 million, from $4.4
million   primarily  due  to  market  share  gain  in  value  price   furniture.
Pharmaceutical  product sales  increased  0.4% to $2,188,000,  from  $2,179,000.
Pharmaceutical product sales were flat primarily due to an unusually large order
in the first quarter of last year  resulting from a Baxter  acquisition  filling
the inventory pipeline.  Security product (mag stripe, signature panels, tipping
products for credit cards and intaglio  printed  products) sales decreased 26.3%
to $1.6 million,  from $2.2  million.  This decrease was primarily a result of a
decline  in mag stripe  selling  prices due to  increased  competition  from new
entrants into the market. Sales of specialty pigmented and other simulated metal
products increased 256.1% to $6.4 million,  from $1.8 million,  primarily due to
the Oeserwerk  acquisition on March 19, 1999, which primarily  accounted for the
increase in this product line.

Gross  profit for the  quarter  ended  March 31,  2000  increased  45.2% to $6.9
million, from $4.7 million for the quarter ended March 31, 1999 principally as a
result of higher sales due to the Oeserwerk acquisition. The gross profit margin
for the  quarter  ended  March 31,  2000  increased  to 37.7% from 36.5% for the
quarter ended March 31, 1999. The increase in gross profit was  attributable  to
better absorption of the Company's fixed costs.

Selling,  general,  and administrative  expenses for the quarter ended March 31,
2000  increased  60.5% to $4.4 million  from $2.8 million for the quarter  ended
March 31, 1999. This increase was due primarily to the additional  operating and
integration related expenses  attributable to Oeserwerk.  Selling,  general, and
administrative  expense for the  quarters  ended March 31, 2000  increased  as a
percent of net sales to 24.3% from 21.2% for the quarter  ended March 31,  1999.
This increase in percentage also was primarily due to the reasons noted above.

Research and development expenses for the quarter ended March 31, 2000 increased
86.6% to  $741,000  from  $397,000  for the  quarter  ended  March 31,  1999 due
primarily to the addition of Oeser.  Research and  development  expenses for the
quarter  ended March 31, 2000  increased as a percentage  of net sales,  to 4.1%
from 3.1% for the quarter ended March 31, 1999.  This increase in percentage was
due primarily to the increase in personnel  costs at the Company's  headquarters
in Chicago Heights, Illinois.

Operating  income for the quarter  ended March 31, 2000  increased  8.1% to $1.7
million, from $1.6 million for the quarter ended March 31, 1999. The increase in
operating  income  is due  primarily  to the  increase  in gross  profit  offset
partially by the increase in operating  expenses noted above.  Operating  income
for the quarter  ended March 31, 2000  decreased as a percentage of net sales to
9.4% from 12.2% for the  quarter  ended  March 31,  1999.  This  decrease is due
primarily to increased operating expenses, as explained above.

Interest  expense  for the  quarter  ended  March 31,  2000  increased  95.8% to
$294,000,  from $150,000 for the quarter ended March 31, 1999. This increase was
due primarily to the interest costs associated with the Oeserwerk acquisition.

Income taxes for the quarter  ended March 31, 2000  decreased  to $435,000  from
$576,000 for the quarter  ended March 31, 1999.  The  effective tax rate for the
quarter ended March 31, 2000  decreased to 35.0% from 42.4% in the quarter ended
March 31, 1999 due  principally to the expected mix of U.S. and foreign  taxable
income for fiscal 2000.

Net income for the quarter ended March 31, 2000 increased 3.7% to $810,000, from
$782,000 for the quarter  ended March 31, 1999.  This increase in net income was
due primarily to the change in the effective income tax rate.

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

The Company's working capital decreased by $2.8 million during the quarter. This
is due to four primary factors:  $0.9 million  increase in customer  receivables
resulting  in large part from the strong  increase in sales  during the quarter,
higher  receivables  in the  Company's  domestic  business  and the  increase in
foreign sales where larger  payment terms are common;  $1.1 million  increase in
inventories to support the transition of production of certain key products from
the U.S.  to  Germany;  a decrease  in cash of $0.7  million  and a decrease  in
prepaids and other current  assets of $0.5  million;  and an increase in current
liabilities of $3.6 million due to the acquisition of the worldwide  holographic
technology  rights  discussed  in Note 4. The  Company  has  focused  additional
resources and attention on reducing  customer  receivables and expects levels to
fall in the second quarter.  Management also expects inventory levels to decline
somewhat as the transition of production is completed during the second quarter.

During the first  quarter of 2000,  the Company made no  borrowings  against the
revolving  credit  agreement  maintained  with the Company's  primary bank. This
agreement,  which expires April 1, 2001 is unsecured and provides for borrowings
up to $4,500,000.  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.


Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

The Company does not use derivative  financial  instruments to address  interest
rate,   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  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, 2000 and
1999  based  upon  market  prices  for the  same or  similar  type of  financial
instrument.



<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 8, 2000.


                              CFC INTERNATIONAL, INC.



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





                              Jeffrey E. Norby
                              Vice President, Controller
                              (Principal Accounting Officer)