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, 1999

               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



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  (     )

As of October 31, 1999, the Registrant  had issued and  outstanding  4,054,503
shares of Common Stock,  par value $.01 per share,  and 518,169 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 - September 30, 1999
         and December 31, 1998...................................   3

         Consolidated Statements of Income for the three (3)
         months and for the nine (9) months ended
         September 30, 1999 and September 30, 1998...............   4

         Consolidated Statements of Cash Flows for the nine (9)
         months ended September 30, 1999 and September 30, 1998..   5

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

Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations........... 9-12

Item 3 - Quantitative and Qualitative Disclosures
         about Market Risks........................................ 12


Part II - Other Information:

         Signatures................................................ 13


<PAGE>



                                     Part I
                          Item 1. Financial Statements

                             CFC INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEET AT
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

                                                   September 30,  December 31,
                                                        1999         1998
                                                        ----         ----
                                                    (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .......................   $  3,164,418  $ 5,434,595
Accounts receivable,
  less allowance for
  doubtful accounts of
  $1,098,000 and
  $625,000 at
  September 30, 1999
  and December 31, 1998
  respectively...................................    11,439,651     7,767,135
Employee receivable..............................       108,257        35,653
Inventories:
  Raw materials..................................     3,019,511     1,281,868
  Work in process................................     1,264,843     1,233,287
  Finished goods.................................     6,546,954     4,919,531
                                                    -----------   -----------
                                                     10,831,308     7,434,686
Prepaid expenses and other current assets........     1,435,929       687,506
Deferred income taxes............................       868,976       868,976
                                                    -----------   -----------
  Total current assets...........................    27,848,539    22,228,551
                                                    -----------   -----------
Property, plant and equipment, net...............    26,469,302    15,323,705
Other assets.....................................     1,460,286     1,727,440
                                                    -----------   -----------
  Total assets...................................   $55,778,127   $39,279,696
                                                    ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt ...............   $ 6,236,421   $ 1,347,693
Accounts payable.................................     3,470,614     2,187,784
Accrued environmental liability .................       244,937       244,937
Accrued bonus....................................       234,386       550,944
Accrued vacation.................................       585,021       559,357
Other accrued expenses and current liabilities...     4,115,022     2,031,484
                                                    -----------   -----------
  Total current liabilities......................    14,886,401     6,922,199
                                                    -----------   -----------
Deferred income taxes............................     1,443,607     2,110,274
Long-term debt ..................................    15,354,010     9,276,587
                                                    -----------   -----------
  Total liabilities..............................    31,684.018    18,309,060
                                                    -----------   -----------
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; 4,383,676
  and 4,226,469 shares issued at
  September 30, 1999 and December 31, 1998,
  respectively...................................        43,353        42,281
Class B common stock, $.01 par value,
  750,000 shares authorized; 518,169
  shares issued and outstanding at
  September 30, 1999 and December 31, 1998.......         5,182         5,182
Additional paid-in capital.......................    11,557,117    10,551,354
Retained earnings................................    14,093,665    11,979,842
Cumulative translation adjustment................      (214,037)     (216,852)
                                                    -----------   -----------
                                                     25,485,280    22,361,807
Less 331,346 treasury shares of
  common stock, at cost at September 30, 1999
  and December 31, 1998..........................    (1,391,171)   (1,391,171)
                                                    -----------   -----------
                                                     24,094,109    20,970,636
CONTINGENCIES
Total liabilities and stockholders' equity........  $55,778,127   $39,279,696
                                                    ===========   ===========


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


<PAGE>





                             CFC INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                    SEPTEMBER 30, 1999 AND 1998, RESPECTIVELY



                          Three Months Ended 09/30,   Nine Months Ended 09/30,
                             1999           1998          1999         1998
                             ----           ----          ----         ----
                                 (Unaudited)                 (Unaudited)

Net sales ................$17,504,395   $12,463,874   $48,475,412   $38,236,121
Cost of goods sold ....... 11,486,294     7,825,132    31,909,254    24,034,559
                          -----------   -----------   -----------   -----------
Gross profit .............  6,018,101     4,638,742    16,566,158    14,201,562
                          -----------   -----------   -----------   -----------
Marketing and selling
  expenses ...............  1,836,674     1,313,603     5,070,444     3,978,979
General and administrative
  expenses ...............  2,178,292     1,212,238     5,473,991     3,554,147
Research and
  development expenses ...    614,438       433,221     1,401,813     1,195,611
                          -----------   -----------   -----------   -----------
                            4,629,404     2,959,062    11,946,248     8,728,737
                          -----------   -----------   -----------   -----------
Operating income .........  1,388,697     1,679,680     4,619,910     5,472,825

Other (income) expenses:
  Interest ...............    312,642       143,885       775,043       481,808
  Miscellaneous ..........    151,051       114,401       325,115        39,200
                          -----------   -----------   -----------   -----------
                              463,693       258,286     1,100,158       521,008
                          -----------   -----------   -----------   -----------
Income before income
  taxes and minority
  interest ...............    925,004     1,421,394     3,519,752     4,951,817
Provision for income
  taxes ..................    346,426       501,586     1,405,930     1,743,690
                          -----------   -----------   -----------   -----------
                              578,578       919,808     2,113,822     3,208,127

Minority interest
  expense of CFC
  Applied Holographics...           -        88,899             -       359,991
                          -----------   -----------   -----------   -----------
Net income............... $   578,578   $   830,909   $ 2,113,822   $ 2,848,136


Basic earnings per
  share.................. $      0.13   $      0.19   $      0.46   $      0.64

Diluted earnings
  per share.............. $      0.13          0.18          0.46          0.62



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



<PAGE>



                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                    SEPTEMBER 30, 1999 AND 1998 RESPECTIVELY



                                                       Nine Months Ended
                                                          September 30,
                                                   ----------------------
                                                      1999         1998
                                                      ----         ----
                                                   (Unaudited)
Cash flow from operating activities:
Net income ......................................  $2,113,823    $2,848,136
  Adjustments  to reconcile net income to net
    cash provided by operating activities:
     Depreciation and amortization...............   2,111,400     1,399,377
     Minority interest in
      CFC Applied Holographics...................           -        90,794
     Changes in assets and liabilities:
       Accounts receivable.......................    (394,905)   (2,844,534)
       Inventories...............................   1,371,956       320,863
       Employee receivable.......................     (72,604)            -
       Other current assets......................    (416,118)      803,815
       Accounts payable..........................    (601,382)      312,265
       Accrued vacation..........................      25,664       (54,026)
       Accrued bonus.............................    (316,558)      566,766
       Accrued expenses and other
         current liabilities.....................   1,158,100       596,354
                                                   ----------    ----------
Net cash provided by operating activities........  $4,979,376    $4,039,810
                                                   ----------    ----------

Cash flows from investing activities:
  Additions to property, plant and equipment.....  (1,946,480)   (1,723,991)
  Cash paid for acquired business................  (3,825,301)            -
                                                   ----------    ----------
Net cash used in investing activities............  (5,771,781)   (1,723,991)
                                                   ----------    ----------

Cash flows from financing activities:
  Proceeds from term loan for acquired business..   4,457,100             -
  Repayments of  term loan for acquired
   business......................................  (7,055,000)            -
  Proceeds from revolver.........................   2,199,964             -
  Repayment of term loans........................    (956,252)     (221,108)
  Repayment of capital lease.....................    (181,172)      (55,718)
  Net proceeds/distribution of employee loans....           -          (891)
  Issuance of stock..............................      54,774        65,465
    Distributions to stockholders................           -      (645,495)
                                                   ----------    ----------
Net cash used in financing activities............  (1,480,586)     (857,747)
                                                   ----------    ----------

Effect of exchange rate changes on cash
  and cash equivalents...........................       2,815       (28,018)
                                                   ----------    ----------
Increase (decrease) in cash and
  cash equivalents...............................  (2,270,177)    1,430,054

Cash and cash equivalents:
Beginning of period..............................   5,434,595     1,841,070
                                                   ----------    ----------
End of Period....................................  $3,164,418    $3,271,124
                                                   ==========    ==========


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





                             CFC INTERNATIONAL, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)

Note 1.  Basis of Presentation

In the opinion of management,  the accompanying 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, 1999 and December 31, 1998,  the results of  operations  for
the three (3) months and nine (9) months ended  September 30, 1999 and 1998, and
statements  of cash flows for the nine (9) months ended  September  30, 1999 and
1998.

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.  Adoption of New Accounting Standard

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 "Reporting Comprehensive Income." This statement requires that
all items recognized  under accounting  standards as components of comprehensive
income be reported in an annual  financial  statement that is displayed with the
same  prominence  as other annual  financial  statements.  This  Statement  also
requires that an entity  classify items of other  comprehensive  income by their
nature in an annual financial statement. For example, other comprehensive income
may include foreign currency translation adjustments,  minimum pension liability
adjustments, and unrealized gains and losses on marketable securities classified
as  available-for-sale.  Annual  financial  statements for prior periods will be
reclassified,  as required.  The  Company's  total  comprehensive  income was as
follows:

                                              Nine Months Ended Sept. 30,
                                              ---------------------------
                                                 1999              1998
                                                 ----              ----
Net earnings................................. $2,113,823        $2,848,136
Foreign currency translation adjustment......      2,815          (130,692)
                                              ----------        ----------
Total comprehensive income................... $2,116,638        $2,717,444
                                              ==========        ==========

Note 3.  Earnings Per Share
                         September 30, 1999              September 30, 1998
                    ----------------------------    ----------------------------
                                            Per                             Per
                    Income       Shares    Share    Income       Shares    Share
                    ------       ------    -----    ------       ------    -----
Basic Earnings
 Per Share:
Income available
 to Common
 Stockholders......$2,113,823   4,567,983   $.46   $2,848,136   4,467,396   $.64
Effect of
Dilutive
Securities:
 Options
  exercisable......                 2,914                           5,574
 Convertible
  debt.............    72,000     190,476              80,090     208,035
Diluted Earnings
 per Share.........$2,185,823   4,761,379   $.46   $2,928,226   4,681,005   $.62



Note 4.  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 for a total cost of
approximately $17 million.  Oeserwerk is a manufacturer that applies coatings to
a plastic  film from  which its  customers  transfer  the dry  coating  to their
products.  The products include printed woodgrain patterns,  simulated metal and
pigmented  products for the graphics and bookbinding  industries.  The Oeserwerk
assets consisted  principally of buildings and land valued at approximately $6.1
million, machinery and equipment valued at approximately $4.5 million, and trade
accounts  receivables and inventory  valued at approximately  $8.3 million.  The
Company  financed  the  acquisition  with $3.3  million cash and the issuance of
100,000  shares of restricted  common stock.  In addition,  the Company  assumed
approximately  $12.3 million of Oeserwerk's  debt, and refinanced this debt with
the  Deutsche  Bank  and  ABN-AMRO   Deutschland.   The  Company  also  incurred
approximately  $500,000 of fees associated with the acquisition.  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 nine
months ended September 30, 1999 and 1998 assumes the acquisition had occurred on
January 1 of each year (in 000's).
                                                        1999       1998
                                                        ----       ----
              Net sales............................  $ 51,808     $57,756
                   Net income......................     1,062       2,187
                   Earnings per share:
                       Basic.......................      $.23        $.48
                       Diluted.....................      $.23        $.47

The pro forma data does not purport to be  indicative  of the results that would
have been  obtained had these events  actually  occurred at the beginning of the
periods presented, does not reflect any benefits for actions taken subsequent to
the acquisition and is not intended to be a projection of future results.


Note 5.  Business Segments and International Operations

The  Company  has  adopted  SFAS  No.  131,  "Disclosure  about  Segments  of an
Enterprise and Related Information." 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 nine months ended September 30, 1999 and 1998 are as follows:

                                                1999         1998
                                                ----         ----
Printed Products                                $13.2        $13.5
Pharmaceutical Products                           7.0          6.8
Security Products                                 6.4          7.7
Holographic Products                              8.0          6.6
Simulated Metal and
  Other Pigmented Products                       13.8          3.6
                                                -----        -----
Total                                           $48.4        $38.2


<PAGE>


The following is sales and long-lived asset information by geographic area as of
the nine months ended September 30, 1999 and 1998:

Sales (In Thousands)                  1999         1998
                                      ----         ----
United States                       $25,974      $27,803
Germany                              10,164            -
Foreign                              12,337       10,433
                                    -------      -------
Total                               $48,475      $38,236

Net Fixed Assets
(In Thousands)                        1999         1998
                                      ----         ----
United States                       $15,602      $15,135
Germany                              10,631            -
Foreign                                 236          189
                                    -------      -------
Total                               $26,469      $15,324

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






<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 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   Nine Months
                                              September 30,   September 30,
                                             --------------- --------------
                                                1999   1998   1999   1998
                                                ----   ----   ----   ----
                                               (Unaudited)    (Unaudited)

Net sales .................................    100.0% 100.0% 100.0% 100.0%
Cost of sales .............................     65.6   62.8   65.8   62.9
Gross profit ..............................     34.4   37.2   34.2   37.1
Selling, general and administrative .......     22.9   20.2   21.8   19.7
Research and development ..................      3.6    3.5    2.9    3.1
Operating income ..........................      7.9   13.5    9.5   14.3
Interest expense and other ................      2.6    2.1    2.3    1.4
Income before taxes and minority interest..      5.3   11.4    7.2   12.9
Provision for income taxes ................      2.0    4.0    2.8    4.6
Minority interest .........................        -    0.7      -    0.9
Net income ................................      3.3%   6.7%   4.4%   7.4%



Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998
-----------------------------------------------------------------------------

Net sales for the quarter  ended  September  30, 1999  increased  40.4% to $17.5
million,  from $12.5 million for the quarter ended  September 30, 1998.  Printed
products  sales were flat at $4.5  million,  compared to the same quarter in the
prior year.  Pharmaceutical  products sales for these periods increased 10.4% to
$2.6 million,  from $2.3 million,  primarily due to increased penetration in the
European market.  Security products  (magstripe,  signature panels,  and tipping
products for credit cards and intaglio-printed products) sales for these periods
decreased  2.3% to  $2.46  million  from  $2.52  million.  This  decrease  comes
primarily from  competition in the signature panel business.  Sales of simulated
metal and other pigmented  products for these periods  increased  403.5% to $5.4
million, from $1.1 million,  primarily due to the Oeserwerk  acquisition,  which
added $4.7 million to sales in this category during the third quarter

of 1999.  Holographic  products  sales  increased  28.3% to $2.6 million for the
quarter ended September 30, 1999, compared to $2.0 million for the quarter ended
September  30, 1998,  primarily  due to the  increased  demand for  eye-catching
holographic packaging.

Gross profit for the quarter ended  September 30, 1999  increased  29.7% to $6.0
million,  from $4.6  million for the  quarter  ended  September  30,  1998.  The
increase in gross  profit was  attributable  to the growth in sales noted above.
The gross profit  margin for the quarter ended  September 30, 1999  decreased to
34.4% from 37.2% for the quarter  ended  September  30, 1998.  This  decrease is
primarily attributable to the lower gross profit margins on products produced at
Oeserwerk, which were 25.2% for the third quarter of 1999.

Selling, general and administrative expenses for the quarter ended September 30,
1999  increased  59.0% to $4.0 million  from $2.5 million for the quarter  ended
September  30, 1998.  This  increase in expenses was primarily due to additional
expenses  associated  with  Oeserwerk  which was acquired in March 1999, and one
time hiring and relocation costs in the amount of $0.2 million. Selling, general
and  administrative  expenses for the quarter ended September 30, 1999 increased
as a percentage of net sales to 22.9% from 20.2% for the quarter ended September
30, 1998,  also due to the Oeserwerk  acquisition.  This increase in expense was
primarily due to  investments  to integrate the operations of CFC Oeserwerk with
that of CFC.

Research and  development  expenses  for the quarter  ended  September  30, 1999
increased  41.8%  to $0.6  million  from  $0.4  million  for the  quarter  ended
September  30, 1998.  This increase in expense was primarily due to increases in
staff. Research and development expense for the quarter ended September 30, 1999
and 1998 remained the same at 3.5% as a percentage of net sales.

Operating  income for the quarter ended  September 30, 1999  decreased  17.3% to
$1.4  million  from $1.7  million  for the quarter  ended  September  30,  1998,
primarily due to the increase in operating  expenses.  Operating  income for the
quarter ended  September 30, 1999 decreased as a percentage of net sales to 7.9%
from 13.5% for the quarter ended  September 30, 1998. This decrease is primarily
due to lower  gross  margins as a  percentage  of net sales and higher  selling,
general and administrative expenses.

Interest  expense for the quarter ended  September 30, 1999 increased  117.3% to
$313,000,  from $144,000 for the quarter ended September 30, 1998. This increase
was primarily due to the financing of the acquisition of CFC Oeserwerk.

Other  expenses for the quarter ended  September 30, 1999  increased to $151,000
from  $114,000  for the quarter  ended  September  30, 1998.  This  increase was
primarily  due  to  royalties  paid  to  Applied   Holographics  PLC,  a  former
holographic joint venture partner.

Income taxes for the quarter ended September 30, 1999 decreased to $346,000 from
$502,000 for the quarter ended  September  30, 1998.  This was the result of the
decrease in taxable  income.  The effective tax rate of 37.4% is higher than the
comparable period due to the mix of U.S. and foreign income.


Nine months Ended September 30, 1999 Compared to Nine months
Ended September 30, 1998
-------------------------------------------------------------

Net sales for the nine months ended  September 30, 1999 increased 26.8% to $48.5
million,  from $38.2  million  for the nine months  ended  September  30,  1998.
Printed  product sales for these periods  decreased 2.2% to $13.2 million,  from
$13.5  million  primarily  due to softness  in the  markets the Company  serves.
Pharmaceutical  product sales for these periods  increased  2.9% to $7.0 million
from $6.8 million,  primarily due to increased European sales.  Security product
(magnetic stripe,  signature panels and tipping products for transaction  cards,
and intaglio-printed  documents) sales for these periods decreased 16.8% to $6.4
million,  from $7.7 million.  This decrease  comes  primarily from a decrease in
intaglio  printed  municipal  bonds in the amount of $900,000 due to the growing
use of the electronic form of record keeping,  and a decrease in signature panel
sales.  Sales of simulated metal and other pigmented  products for these periods
increased  278.8% to $13.8  million,  from $3.6  million,  primarily  due to the
Oeserwerk  acquisition,  which added $11.0 million in net sales in this category
during the third quarter of 1999.  Holographic  product sales increased 22.7% to
$8.0 million for the nine months  ended  September  30,  1999,  compared to $6.6
million for the nine months  ended  September  30,  1998,  primarily  due to the
increased sales of eye-catching holographic packaging applications.

Gross profit for the nine months ended  September  30, 1999  increased  16.7% to
$16.6 million,  from $14.2 million for the nine months ended September 30, 1998.
The increase in gross  profit was  primarily  due to the increase in sales.  The
gross profit margin for the nine months ended  September  30, 1999  decreased to
34.2% from 37.1% for the nine months ended  September 30, 1998. This decrease in
gross profit as a percentage  of net sales was  primarily  caused by lower gross
profit margins of products produced at Oeserwerk.

Selling, general and administrative expenses for the nine months ended September
30, 1999 increased  40.0% to $10.5 million from $7.5 million for the nine months
ended  September  30,  1998.  This  increase  in expense  was  primarily  due to
additional expenses associated with Oeserwerk, which was acquired in March 1999,
and hiring and relocation costs in the amount of $0.3 million.  Selling, general
and  administrative  expenses  for the nine  months  ended  September  30,  1999
increased as a  percentage  of net sales to 21.8% from 19.7% for the nine months
ended September 30, 1998, primarily due to the Oeserwerk acquisition.

Research and  development  expenses for the nine months ended September 30, 1999
increased  17.2% to $1.4  million  from $1.2  million for the nine months  ended
September 30, 1998.  This increase in expenses was primarily due to increases in
staff.  Research and development expense for the nine months ended September 30,
1999  decreased  as a  percentage  of net sales,  to 2.9% from 3.1% for the nine
months ended September 30, 1998.

Operating income for the nine months ended September 30, 1999 decreased 15.6% to
$4.6  million,  from $5.5 million for the nine months ended  September  30, 1998
primarily due to the increase in operating  expenses.  Operating  income for the
nine months ended  September 30, 1999  decreased as a percentage of net sales to
9.5% from 14.3% for the nine months ended  September 30, 1998.  This decrease is
primarily  due to a decrease in gross  profit as a  percentage  of sales and the
increase in selling, general and administrative expenses explained above.

Interest expense for the nine months ended September 30, 1999 increased 60.9% to
$0.8  million,  from $0.5 million for the nine months ended  September 30, 1998.
This increase was primarily due to the financing of the Oeserwerk acquisition.

Income taxes for the nine months ended  September  30, 1999  decreased  19.4% to
$1.4 million from $1.7  million for the nine months  ended  September  30, 1998.
This was primarily the result of the decrease in taxable  income.  The effective
tax rate of 39.9% is higher than the comparable  period due to the change in the
mix of U.S. and foreign income.


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

Working  capital,  consisting  predominately  of  inventories  and  receivables,
decreased  from $15.3 million at December 31, 1998 to $13.1 million at September
30,  1999.  This  decrease  was  primarily  due  to an  increase  in  short-term
borrowings  and  operating  liabilities  assumed as part of the  acquisition  of
Oeserwerk.  Short-term  borrowings and operating  liabilities  increased by $4.9
million  and $4.4  million,  respectively,  as of those dates as a result of the
Oeserwerk  acquisition.  In addition,  that acquisition  increased the Company's
inventory and accounts receivable by $4.4 million and $3.7 million, respectively
as of those dates.  Offsetting  this  increase,  the  Company's  pre-acquisition
inventories  and  operating  liabilities  decreased  by $1.2  million  and  $1.3
million,  respectively.  The  decrease in  inventories  is due to an  aggressive
inventory supplies management program instituted by the Company.

During the first nine months of 1999, the Company made no borrowings against the
revolving  credit  agreement  maintained  with the Company's  primary bank. This
agreement,  which expires April 1, 2001, provides for unsecured borrowings.  The
Company believes that it has sufficient  capital  resources from funds generated
from operations as well as available borrowing  facilities to support its future
capital needs.


Year 2000 Issue
---------------

The Year 2000 Issue is the result of computer  programs  being written using two
digits rather than four to define the applicable  year. Based on its assessment,
management of the Company does not anticipate  that any  additional  significant
modification  or  replacement  of the  Company's  hardware or  software  will be
necessary for its computer systems to properly utilize dates beyond December 31,
1999 or that the Company will incur significant  operating  expenses to make any
such computer system  improvements.  The Company has undertaken an assessment as
to whether any of its  significant  customers,  suppliers,  lenders,  or service
providers  will need to make any such  hardware  or  software  modifications  or
replacements.  The Company has been  informed by such  persons  that they do not
expect to have any  significant  problems  from the Year 2000  Issue  that would
impact the Company. There can be no assurance,  however, that the failure of any
of such third parties to adequately  address the Year 2000 Issue will not have a
material  adverse  effect on the Company's  business,  operations,  or financial
condition.




       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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  their 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 September 30,
1999 and December 31, 1998 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 November 12, 1999.


                         CFC INTERNATIONAL, INC.



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





                         Jeffrey E. Norby
                         Controller
                         (Principal Accounting Officer)