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 June 30, 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



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 August 04,  2000,  the  Registrant  had issued and  outstanding  4,062,239
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 - June 30, 2000
     and December 31, 1999...............................      3

    Consolidated Statements of Income for the
     three (3) months and for the six (6)
     months ended June 30, 2000 and June 30, 1999........      4

    Consolidated Statements of Cash Flows for the
     six (6) months ended June 30, 2000
     and June 30, 1999...................................      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:

  Item 4 - Submission of Matters to a Vote of
  Security Holders.......................................     13

  Item 6 - Exhibits and Report on Form 8-K...............     13

     Signatures..........................................     14



<PAGE>




                                     Part I
                          Item 1. Financial Statements
                             CFC INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEET AT
                       JUNE 30, 2000 AND DECEMBER 31, 1999

                                                       June 30,     December 31,
                                                         2000           1999
                                                         ----           ----
                                                     (Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................     $ 1,314,968    $ 1,908,989
Accounts receivable, less allowance for
  doubtful accounts of $1,003,596 and
  $1,209,000 respectively ......................      11,895,228     11,263,452
Employee receivable ............................          85,022         37,083
Inventories:
  Raw materials ................................       2,394,176      2,556,769
  Work in process ..............................       2,297,940      1,576,822
  Finished goods ...............................       7,838,897      6,253,805
                                                     -----------    ------------
                                                      12,531,013     10,387,396
Prepaid expenses and other current assets ......       1,881,938      1,778,477
Deferred income taxes ..........................       1,437,266      1,437,266
                                                     ------------   ------------
  Total current assets..........................      29,145,435     26,812,663
                                                     ------------   ------------
Property, plant and equipment, net..............      26,467,146     26,558,177
Intangible assets...............................       3,532,000              -
Other assets....................................       1,920,637      1,991,158
                                                     ------------   ------------
  Total assets..................................     $61,065,218    $55,361,998
                                                     ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of note payable .................    $ 3,050,828    $         -
Current portion of long-term debt ...............      8,006,970      7,394,335
Accounts payable.................................      5,314,996      2,545,831
Accrued environmental liability .................        244,937        244,937
Accrued bonus....................................        297,475        177,809
Accrued vacation.................................        879,430        617,752
Other accrued expenses and current liabilities...      4,343,640      5,037,582
                                                     ------------   ------------
 Total current liabilities.......................     22,138,276     16,018,246
                                                     ------------   ------------
Deferred income taxes............................      1,963,346      1,963,346
Long-term debt ..................................     12,230,733     13,635,116
                                                     ------------   ------------
 Total liabilities...............................     36,332,355     31,616,708
                                                     ------------   ------------
CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 10,000,000 shares
  authorized; 4,420,662 and 4,392,700 shares
  issued at June 30, 2000 and December 31, 1999,
  respectively....................................       43,980          43,927
Class B common stock, $.01 par value,
  750,000 shares authorized; 512,989 shares
  issued and outstanding at June 30, 2000
  and December 31, 1999, respectively ............        5,130           5,130
Additional paid-in capital........................   11,695,198      11,607,695
Retained earnings.................................   15,767,485      14,225,154
Cumulative translation adjustment.................   (1,105,975)       (503,445)
                                                     ------------   ------------
                                                     26,405,818      25,378,461
Less 364,868 and 353,346 treasury shares
  of common stock, at cost at June 30, 2000
  and December 31, 1999, respectively ............   (1,672,955)     (1,633,171)
                                                     ------------   ------------
                                                     24,732,863      23,745,290
Total liabilities and stockholders' equity........  $61,065,218     $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 AND SIX MONTHS ENDED
                             JUNE 30, 2000 AND 1999


                                 Three Months Ended        Six Months Ended
                                       June 30,                June 30,
                                  2000         1999        2000         1999
                                  ----         ----        ----         ----
                                    (Unaudited)                (Unaudited)

Net sales ................... $17,800,939  $17,966,951  $36,059,374  $30,971,017
Cost of goods sold ..........  11,176,463   12,159,653   22,551,522   20,422,960
                              -----------  -----------  -----------  -----------
Gross profit ................   6,624,476    5,807,298   13,507,852   10,548,057
                              -----------  -----------  -----------  -----------
Marketing and selling
  expenses...................   2,056,922    1,828,165    4,251,279    3,233,770
General and administrative
  expenses...................   2,458,231    1,938,921    4,696,322    3,295,699
Research and development
  expenses...................     668,440      390,229    1,409,704      787,375
                              -----------  -----------  -----------  -----------
                                5,183,593    4,157,315   10,357,305    7,316,844
                              -----------  -----------  -----------  -----------
Operating income.............   1,440,883    1,649,983    3,150,547    3,231,213

Other (income) expenses:
  Interest...................     242,644      312,017      537,079      462,401
  Miscellaneous..............     126,306      100,971      295,308      174,064
                              -----------  -----------  -----------  -----------
                                  368,950      412,988      832,387      636,465
                              -----------  -----------  -----------  -----------
Income before income taxes
  and minority interest......   1,071,933    1,236,995    2,318,160    2,594,748
Provision for income taxes...     340,514      483,835      775,829    1,059,504
                              -----------  -----------  -----------  -----------
                                  731,419      753,160    1,542,331    1,535,244
                              -----------  -----------  -----------  -----------

Net income..................   $  731,419   $  753,160  $ 1,542,331  $ 1,535,244
                              ============ ===========  ===========  ===========

Basic earnings..............   $     0.16   $     0.17  $      0.34  $      0.34

Diluted earnings per share..   $     0.15   $     0.16  $      0.33  $      0.33



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



<PAGE>






                             CFC INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999



                                                      Six Months Ended June 30,
                                                      -------------------------
                                                         2000           1999
                                                         ----           ----
                                                      (Unaudited)   (Unaudited)
Cash flow from operating activities:
  Net income.......................................   $1,542,331     $1,535,244
    Adjustments  to reconcile net income to
      net cash provided by operating activities:
        Depreciation and amortization...............   1,622,576      1,367,388
        Issuance of deferred stock options..........      55,994              -
        Changes in assets and liabilities:
          Accounts receivable.......................  (1,911,908)      (413,176)
          Inventories...............................  (2,848,406)     1,172,953
          Employee receivable.......................     (54,887)       (52,516)
          Other current assets......................    (297,081)      (324,956)
          Accounts payable..........................   2,516,831       (188,359)
          Accrued vacation..........................     261,986         15,255
          Accrued bonus.............................     125,919       (410,888)
          Accrued expenses and other current
            liabilities.............................      28,371       (605,244)
                                                      -----------    -----------
Net cash provided by operating activities........... $ 1,041,726     $2,095,701
                                                      -----------    -----------

Cash flows from investing activities:
  Additions to property, plant and equipment........  (1,138,611)    (1,717,073)
  Cash paid to acquire business rights..............    (356,206)             -
  Cash paid for acquired business...................           -     (3,825,301)
                                                      -----------    -----------
Net cash used in investing activities...............  (1,494,817)    (5,542,374)
                                                      -----------    -----------
Cash flows from financing activities:
  Proceeds from term loans for acquired business....           -      4,457,100
  Repayment of term loans for acquired business.....           -     (8,055,000)
  Proceeds from revolver for acquired business......           -      3,902,202
  Repayments of term loans..........................    (710,387)      (268,744)
  Repayment of capital lease........................    (226,944)       (13,130)
  Repurchase of shares..............................     (39,784)        81,266
  Proceeds from issuance of stock...................      31,563              -
                                                      -----------    -----------
Net cash provided by (used in) financing
  activities........................................    (945,552)       103,694
                                                      -----------    -----------

Effect of exchange rate changes on cash
  and cash equivalents..............................     804,622          5,200
                                                      -----------    -----------
Decrease in cash and cash equivalents...............    (594,021)    (3,337,779)

Cash and cash equivalents:
Beginning of period.................................   1,908,989      5,434,595
                                                      -----------    -----------
End of Period.......................................  $1,314,968     $2,096,816
                                                      ===========    ===========

Non-cash financing 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
                             JUNE 30, 2000 AND 1999
                                   (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 consolidated financial position of
the company as of June 30, 2000 and December 31, 1999, the consolidated  results
of  operations  for the three (3) months and six (6) months  ended June 30, 2000
and 1999 respectively, and consolidated statements of cash flows for the six (6)
months ended June 30, 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:

                                                     Six Months Ended June 30,
                                                     -------------------------
                                                         2000          1999
                                                         ----          ----
Net earnings..........................................$1,542,331    $1,535,244
(Less):  foreign currency translation adjustment......  (602,530)        5,200
                                                      -----------   ----------
Total comprehensive income............................$  939,801    $1,540,444

Note 3.  Earnings Per Share
                             June 30, 2000                 June 30, 1999
                      --------------------------     --------------------------
                                            Per                            Per
                      Income     Shares    Share    Income     Shares     Share
                      ------     ------    -----    ------     ------     -----

Basic Earnings
Per Share:
Income available
 to Common
 Stockholders....... $1,542,331  4,572,007  $.34   $1,535,244  4,566,734   $.34
Effect of Dilutive
Securities:
 Options
  exercisable.......                 4,910                         3,594
 Convertible debt...     42,000    166,667             48,000    190,476
Diluted Earnings
 per Share.......... $1,584,331  4,743,584  $.33   $1,583,244  4,760,804    $.33


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 for $3.2 million issued by the company and
$0.4 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 June 30,  2000 and 1999,  and the six months  ended June 30, 2000 and 1999
are as follows:

                                          Three months ended   Six months ended
                                                June 30,            June 30,
                                           -----------------   ----------------
                                             2000      1999      2000      1999
                                             ----      ----      ----      ----

Holographic Products ...................    $ 3.7     $ 3.0     $ 6.9     $ 5.5
Printed Products .......................      4.5       4.3       9.4       8.7
Pharmaceutical Products ................      2.4       2.2       4.6       4.4
Security Products ......................      1.7       1.8       3.3       4.0
Specialty Pigmented and
  Other Simulated Metal Products .......      5.5       6.7      11.9       8.4
                                            -----     -----     -----     -----
Total ..................................    $17.8     $18.0     $36.1     $31.0
                                            =====     =====     =====     =====

The  following is sales by  geographic  area for the three months and six months
ended June 30, 2000 and 1999 and  long-lived  asset  information  as of June 30,
2000 and December 31, 1999:

                                Three months ended            Six months ended
                                     June 30,                     June 30,
                               ---------------------       ---------------------
Sales (In Thousands)             2000          1999          2000         1999
                                 ----          ----          ----         ----
United States ..........       $ 8,545       $ 8,770       $17,757      $17,370
Germany ................         3,960         4,741         8,429        5,546
Foreign ................         5,296         4,456         9,873        8,055
                               -------       -------       -------      -------
Total ..................       $17,801       $17,967       $36,059      $30,971
                               =======       =======       =======      =======


Net Fixed Assets (In Thousands)                     06/30/00           12/31/99
                                                    --------           --------
United States ..........................             $16,488            $15,510
Germany ................................               9,770             10,773
Foreign ................................                 209                275
                                                     -------            -------
Total ..................................             $26,467            $26,558
                                                     =======            =======

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


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 six
months  ended June 30, 1999  assumes the  acquisition  had occurred on January 1
($'s in 000's).

                                                             1999
                 Net sales..............................  $35,687
                 Net income.............................      483
                 Earnings per share:
                     Basic..............................     $.11
                     Diluted............................     $.10

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 7.  Contingencies

From time to time, the company is subject to legal  proceedings  and claims that
arise in 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       Six Months
                                                       Ended          Ended
                                                      June 30,       June 30,
                                                   -------------  -------------
                                                     2000   1999  2000   1999
                                                     ----   ----  ----   ----
                                                    (Unaudited)    (Unaudited)

Net sales ......................................    100.0% 100.0% 100.0% 100.0%
Cost of sales ..................................     62.8   67.7   62.5   65.9
Gross profit ...................................     37.2   32.3   37.5   34.1
Selling, general and administrative ............     25.4   20.9   24.8   21.1
Research and development .......................      3.8    2.2    3.9    2.6
Operating income ...............................      8.0    9.2    8.8   10.4
Interest expense and other .....................      2.0    2.3    2.3    2.0
Income before taxes and minority interest ......      6.0    6.9    6.5    8.4
Provision for income taxes .....................      1.9    2.7    2.2    3.4
Net income .....................................      4.1%   4.2%   4.3%   5.0%


Quarter Ended June 30, 2000 Compared to Quarter Ended June 30, 1999
-------------------------------------------------------------------

Net sales for the quarter  ended June 30, 2000,  decreased  0.9 percent to $17.8
million,  down  from  $18.0  million  for  the  quarter  ended  June  30,  1999.
Holographic  products  sales  increased  22.0  percent to $3.7  million  for the
quarter ended June 30, 2000, compared to $3.0 million for the quarter ended June
30, 1999.  This  increase was  primarily  due to strong  demand for  holographic
packaging,  as it  becomes  a  more  important  part  of  our  customers'  brand
identification.  Printed products sales for these periods  increased 4.3 percent
to $4.5 million,  up from $4.3  million,  primarily due to increases in the home
furnishings,  ready-to-assemble  furniture and value priced  furniture  markets.
Pharmaceutical  product  sales for these  periods  increased 9.4 percent to $2.4
million,  from $2.2 million,  primarily due to strong European  sales.  Security
products  (magnetic  stripes,  signature  panels and tipping products for credit
cards,  and  intaglio  printed  products)  sales  decreased  6.6 percent to $1.7
million,  from $1.8  million.  This decrease was primarily a result of continued
market  softness  and pricing  pressures in the credit card  industry.  Sales of
simulated  metal and other  pigmented  products  decreased  16.6 percent to $5.5
million  for the quarter  ended June 30,  2000,  down from $6.7  million for the
quarter ended June 30, 1999, primarily due to the company's transition away from
CFC-Oeserwerk lower margin products.

Gross profit for the quarter ended June 30, 2000, increased 14.1 percent to $6.6
million,  up from $5.8 million for the quarter  ended June 30,  1999,  primarily
resulting from the  introduction  of higher margin products into Germany as well
as increased minimum orders.  The gross profit margin for the quarter ended June
30, 2000, increased to 37.2 percent from 32.3 percent for the quarter ended June
30, 1999. This increase in gross profit margin was primarily attributable to the
integration of CFC's higher margin products into CFC-Oeserwerk.

Selling,  general,  and  administrative  expenses for the quarter ended June 30,
2000,  increased  19.9  percent to $4.5  million,  up from $3.8  million for the
quarter  ended June 30, 1999.  This  increase was primarily due to the increased
investments in human resources.  Selling,  general, and administrative  expenses
for the quarter  ended June 30, 2000,  increased as a percentage of net sales to
25.4 percent, up from 20.9 percent for the quarter ended June 30, 1999.

Research and development expenses for the quarter ended June 30, 2000, increased
71.3  percent to $668,000  from  $390,000  for the quarter  ended June 30, 1999.
Research and development expenses for the quarter ended June 30, 2000, increased
as a  percentage  of net sales to 3.8  percent  from 2.2 percent for the quarter
ended June 30,  1999.  This  increase  in  expense  was  primarily  due to costs
attributable to additional research resources.

Operating income for the quarter ended June 30, 2000,  decreased 17.6 percent to
$1.4 million,  down from $1.7 million for the quarter  ended June 30, 1999.  The
decrease in operating  income is primarily due to increased gross margins offset
by increased operating expenses. Operating income for the quarter ended June 30,
2000,  decreased  as a  percentage  of net sales to 8.0  percent,  down from 9.2
percent for the quarter  ended June 30, 1999.  This  decrease is a result of the
above explanation.

Interest  expense  and other  expenses  for the  quarter  ended  June 30,  2000,
decreased 10.7 percent to $369,000, from $413,000 for the quarter ended June 30,
1999. This decrease primarily resulted from payments of debt principal.

Income  taxes for the quarter  ended June 30, 2000,  decreased to $340,000  from
$484,000 for the quarter ended June 30, 1999. The effective rate for the quarter
ended June 30, 2000, was 31.7 percent compared to 39.1 percent in the comparable
quarter, and is primarily due to the impact of taxes at CFC-Oeserwerk in 2000.

Net income  for the  quarter  ended  June 30,  2000,  decreased  2.9  percent to
$731,000,  from $753,000 for the quarter  ended June 30, 1999.  This decrease in
net income is primarily due to the decrease in operating income explained above.



Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999
-------------------------------------------------------------------------

Net sales for the six months  ended June 30,  2000,  increased  16.4  percent to
$36.1  million,  up from $31.0  million for the six months  ended June 30, 1999.
Holographic  product  sales  increased  25.7 percent to $6.9 million for the six
months  ended June 30,  2000,  compared to $5.5 million for the six months ended
June 30, 1999.  This increase was  primarily due to continued  strong demand for
holographic  packaging as it becomes an important part of brand  identification,
and the result of the company  beginning to penetrate the world wide holographic
market.  Printed  product sales for these periods  increased 8.0 percent to $9.4
million,  from $8.7 million,  primarily due to increases in the home furnishing,
ready-to-assemble   furniture,   and  value-priced  furniture,   offsetting  the
continued softness in the manufactured housing industry.  Pharmaceutical product
sales for these  periods  increased  4.9 percent to $4.6  million,  up from $4.4
million.  These increases are in line with industry  trends.  Security  products
(magnetic  stripe,  signature  panels and tipping products for credit cards, and
intaglio  printed  products) sales decreased 17.6 percent to $3.3 million,  down
from $4.0 million in the first half of 1999.  This decrease was due to continued
market  softness  and pricing  pressure in the credit  card  industry.  Sales of
simulated  metal and other  pigmented  products  increased 41.2 percent to $11.9
million for the six months ended June 30,  2000,  from $8.4 million in the first
six months of 1999,  primarily  due to the  Oeserwerk  acquisition  on March 19,
1999.  The additional  Oeserwerk  related sales in the period January 1 to March
19, 2000, amounted to $4.6 million.

Gross profit for the six months ended June 30, 2000,  increased  28.1 percent to
$13.5  million,  up from $10.6  million for the six months  ended June 30, 1999,
primarily as a result of annualization of the Oeserwerk  acquisition.  The gross
profit margin for the six months ended June 30, 2000,  increased to 37.5 percent
from 34.1 percent for the six months ended June 30, 1999. This increase in gross
profit was  attributable  to the  integration  of the  company's  higher  margin
products into the CFC-Oeserwerk product mix.

Selling,  general, and administrative expenses for the six months ended June 30,
2000,  increased  37.0  percent to $8.9  million  from $6.5  million for the six
months ended June 30, 1999. This increase was primarily due to the annualization
of the Oeserwerk  acquisition  and  increased  personnel  investments.  Selling,
general,  and  administrative  expenses  for the six months ended June 30, 2000,
increased as a percent of net sales to 24.8  percent,  from 21.1 percent for the
six months ended June 30, 1999. This increase in percentage was primarily due to
the reasons described above.

Research  and  development  expenses  for the six months  ended  June 30,  2000,
increased  79.0 percent to $1.4  million from  $787,000 for the six months ended
June 30, 1999 primarily due to the investment in additional personnel.  Research
and development  expense for the six months ended June 30, 2000,  increased as a
percentage  of net sales,  to 3.9  percent  from 2.6  percent for the six months
ended  June  30,  1999.  This  increase  in  percentage  was due to the  reasons
described above.

Operating  income for the six months ended June 30, 2000,  decreased 2.5 percent
to $3.1 million,  down from $3.2 million for the six months ended June 30, 1999.
The  decrease in  operating  income is  primarily  due to the  increase in gross
margin  offset by increased  operating  expenses.  Operating  income for the six
months  ended  June 30,  2000,  decreased  as a  percentage  of net sales to 8.8
percent from 10.4 percent for the six months ended June 30, 1999.  This decrease
is primarily due to the reasons described above.

Interest and other  expenses  for the six months ended June 30, 2000,  increased
30.8  percent to  $832,000,  up from  $636,000 for the six months ended June 30,
1999.  This  increase was  primarily  related to  borrowings  for the  Oeserwerk
acquisition.

Income taxes for the six months ended June 30, 2000,  decreased  29.4 percent to
$776,000,  down from $1.1 million for the six months  ended June 30,  1999.  The
effective rate for the six months ended June 30, 2000, was 33.5 percent compared
to 40.8  percent in the  comparable  period.  The  decrease  in the tax rate was
primarily caused by lower taxes on CFC-Oeserwerk in 2000.

Net income for the six months  ended June 30,  2000,  increased  0.5  percent to
$1.54 million,  up slightly from $1.53 million for the six months ended June 30,
1999.  This  increase in net income is  primarily  due to the reasons  described
above.

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

Working  capital,  consisting  predominately  of  inventories  and  receivables,
decreased  from $10.8  million at December 31, 1999, to $7.0 million at June 30,
2000. This decrease was primarily due to an increase in short-term borrowings of
$3.2 million related to the purchase of world wide  holographic  rights,  and an
increase in  operating  liabilities  of $3.4  million,  which  increases  offset
increases in the company's inventory and accounts receivable of $2.1 million and
$0.6 million, respectively as of those dates.

During the first six months 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 $4.5 million. 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 operations and growth.

The company  currently  is working with its primary bank to replace the existing
revolving credit agreement with a new agreement, which it expects will expire in
2002.  During the third quarter of 2000, the company  anticipates using this new
revolving  credit  agreement to repay the note payable issued in connection with
the purchase of the world wide holographic rights.


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  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 June 30, 2000, and
December  31,  1999,  based upon market  prices for the same or similar  type of
financial instrument.

<PAGE>


                                     PART II

                                OTHER INFORMATION


Item 4. Submission of Matters to a Vote of Security Holders

     The following summarizes the votes of the Annual Meeting of the company's
stockholders held on April 26, 2000:

Matter                                                For              Withheld
------                                                ---              --------
Election of Directors:
----------------------
Roger F. Hruby ...........................          3,903,754            11,380
William G. Brown .........................          3,904,973            10,161
Robert B. Covalt .........................          3,904,973            10,161
Richard L. Garthwaite ....................          3,904,673            10,461
Dennis W. Lakomy .........................          3,904,607            10,527
Richard Pierce ...........................          3,904,973            10,161
David D. Wesselink .......................          3,904,973            10,161

                                                               Non-     Shares
Matter                              For      Against  Abstain  Vote      Voted
------                              ---      -------  -------  ----      -----
Approval of the CFC
 International, Inc.
 2000 Stock Option Plan ......... 3,437,928   14,206   463,000   -    3,915,134

Approval of the CFC
 International, Inc.
 2000 Directors' Stock
 Option Plan .................... 3,426,649   25,091   463,394   -    3,915,134



Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     Exhibit
     Number    Description of Exhibit
     ------    ----------------------

     27.1      Financial Data Schedule

(b)  Report on Form 8-K

     No reports on Form 8-K were filed with the Commission  during the three
months ended June 30, 2000.






<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 August 04, 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)