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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A

                                (Amendment No. 1)

[ X  ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the Fiscal Year Ended December 31, 2002

                                       OR

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

                         Commission File Number 0-27222
                              --------------------

                             CFC INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                      36-3434526
     (State or other jurisdiction of            (I.R.S. Employer Identification
     incorporation or organization)             Number)

                500 STATE STREET, CHICAGO HEIGHTS, ILLINOIS    60411
               (Address of Principal Executive Offices)     (Zip Code)

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

        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                               Title of Each Class

                     Common Stock, par value $.01 per share
                              --------------------

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES    X          NO
    -------           -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

The aggregate market value of the voting stock of the registrant held by
stockholders who were not affiliates (as defined by regulations of the
Securities and Exchange Commission) of the registrant was approximately,
$17,464,551 at March 14, 2003 (based on the closing sale price on the Nasdaq
National Market on March 14, 2003. At March 14, 2003, the registrant had issued
and outstanding an aggregate of 3,872,406 shares of Common Stock and 512,989
shares of Class B non-voting Common Stock.

                       Documents Incorporated by Reference
Those sections or portions of the registrant's proxy statement for the Annual
Meeting of Stockholders to be held in 2003, described in Part III hereof, are
incorporated by reference in this report.


<PAGE>


                                INTRODUCTORY NOTE


     This Amendment No. 1 on Form 10-K/A (the "Amendment") is being filed solely
for the purpose of correcting  the  incorporation  cross  references to Exhibits
10.10(b) and 10.11 and including Exhibits 21.1  (Subsidiaries) and 23.1 (Consent
of Independent Accountants),  which exhibits were inadvertently omitted from the
original  filing  of the Form  10-K.  This  Amendment  does not  reflect  events
occurring  after the filing of the original  Form 10-K,  or modify or update the
disclosures   therein  in  any  way  other  than  as  required  to  provide  the
certifications and exhibits set forth below.

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K

(a) (1) Financial Statements
        Reference is made to the information set forth in Part II, Item 8 of
        this Report, which information is incorporated herein by reference.

(a) (2) Financial Statement Schedules
        Reference is made to the information set forth in Part II, Item 8 of
        this Report, which information is incorporated herein by reference.

(a) (3) Exhibits
        The exhibits to this report are listed in the Exhibit Index included
        elsewhere herein. Included in the exhibits listed therein are the
        following exhibits, which constitute management contracts or
        compensatory plans or arrangements.

        10.3    Stock Option Plan of the Company
        10.4    Director Stock Option Plan of the Company
        10.5    Employee Stock Purchase Plan of the Company
        10.6    Stock Option Agreement with Roger Hruby
        10.7    2000 Stock Option Plan of the Company
        10.8    2000 Director's Stock Option Plan of the Company
        10.9    Employment Letter for Gregory M. Jehlik

(b)     Reports on Form 8-K
        The Company filed no Report on Form 8-K in the fourth quarter of 2002.

(c)     Exhibits

       Exhibit
       Number                                       Description of Exhibit
       ------                                       ----------------------
        3.1     Restated  Certificate  of  Incorporation  of the Company
                (incorporated  by reference to Exhibit 3.1 to the Company's
                registration statement on Form S-1, Registration No. 33-96110).

        3.2     Amended and Restated Bylaws of the Company  (incorporated  by
                reference to Exhibit 3.2 to the Company's  registration
                statement on Form S-1, Registration No. 33-96110).

        4.1     Specimen  Certificate  Representing Shares of Common Stock
                (incorporated by reference to Exhibit 4.1 to the Company's
                registration statement on Form S-1, Registration No. 33-96110).

       10.1(a)  Amended and Restated Loan and Security Agreement dated May 17,
                2001 between the Company and LaSalle Bank National
                Association, and related documents (incorporated by reference
                to Exhibit 10.1(a) to the Company's Quarterly Report on Form
                10-Q for the quarterly period ended June 30, 2001).

       10.1(b)  First Amendment dated January 31, 2003 to Amended and Restated
                Loan and Security Agreement between LaSalle National Bank
                National Association and the Company, and related documents.*

       10.1(c)  Eighth Amendment to Mortgage and Assignment of Rents and
                Leases dated as of January 31, 2003 between the Company and
                LaSalle National Bank National Association.*

       10.1(d)  Reimbursement Agreement dated March 19, 1999 between CFC
                Europe GmbH and LaSalle Bank National Association, and related
                documents (incorporated by reference to Exhibit 10.2(c) to the
                Company's Quarterly Report on Form 10-Q for the quarterly
                period ended March 31,1999); Amendment dated July 6, 2000 to
                Reimbursement Agreement between CFC Europe GmbH and LaSalle
                Bank National Association (incorporated by reference to
                Exhibit 10.1C to the Company's Quarterly Report on Form 10-Q
                for the quarterly period ended September 30, 2000); Amendment
                dated May 17, 2001 to Reimbursement Agreement between CFC
                Europe GmbH and LaSalle Bank National Association, and related
                documents (incorporated by reference to Exhibit 10.1(c) to the
                Company's Quarterly Report on Form 10-Q for the quarterly
                period ended June 30, 2001).

       10.2     Form of Indemnification Agreement between the Company and each
                of its Officers and Directors (incorporated by reference to
                Exhibit 10.15 to the Company's registration statement on Form
                S-1, Registration No. 33-96110).

       10.3     Stock Option Plan of the Company (incorporated by reference to
                Exhibit 10.7 to the Company's  registration  statement
                on Form S-1, Registration No. 33-96110).

       10.4     Director Stock Option Plan of the Company (incorporated  by
                reference to Exhibit 10.8 to the Company's  registration
                statement on Form S-1, Registration No. 33-96110).

       10.5     Employee Stock Purchase Plan of the Company (incorporated by
                reference to Exhibit 10.9 to the Company's  registration
                statement on Form S-1, Registration No. 33-96110).

       10.6     Stock Option Agreement,  dated August 18, 1995,  between the
                Company and Roger F. Hruby, as amended  (incorporated by
                reference to Exhibit 10.10 to the Company's registration
                statement on Form S-1, Registration No. 33-96110).

       10.7     2000 Stock Option Plan of the Company (incorporated by
                reference to Appendix A to the Company's Definitive Proxy
                Statement filed with the Commission on March 24, 2000,
                Commission File No. 0-27222).

       10.8     2000 Director Stock Option Plan of the Company (incorporated
                by reference to Appendix B to the Company's Definitive Proxy
                Statement filed with the Commission on March 24, 2000,
                Commission File No. 0-27222).

       10.9     Employment Letter dated May 7, 2002 issued by the Company to
                Gregory M. Jehlik.*

       10.10(a) CFC Applied Holographics Joint Venture Agreement dated April
                1, 1992, among the Company, CFC Management, Inc., Applied
                Holographics PLC, and Applied Holographics, Inc., as amended,
                and related Partnership Agreement, Representation Agreement,
                and License Agreement (incorporated by reference to Exhibit
                10.13 to the Company's registration statement on Form S-1,
                Registration No. 33-96110).

       10.10(b) CFC Applied Holographics Joint Venture Termination Agreement
                dated November 29, 1999 among the Company, CFC Management,
                Inc., Applied Holographics PLC, and Applied Holographics Inc.
                (incorporated by reference to Exhibit 10.8 to the Company's
                Annual Report on Form 10-K for the year ended December 31,
                2000).



<PAGE>


       10.11    Purchase Agreement, dated November 18, 1994, between the
                Company and Baxter Healthcare Corporation (incorporated
                by reference to Exhibit 10.14 to the Company's
                registration statement on Form S-1, Registration No.
                33-96110); Contract renewal agreement dated as of
                February 15, 1998 (incorporated by reference to Exhibit
                10.6 to the Company's Report on Form 10-K for the
                year ended December 31, 1998); Contract renewal agreement
                dated as of March 1, 2001 (incorporated by reference to
                Exhibit 10.9 to the Company's Annual Report on Form 10-K for
                the year ended December 31, 2001).


       14.1     CFC International, Inc. Conflicts of Interest and Business
                Ethics Policy.*

       21.1     List of Subsidiaries of the Company (filed herewith).

       23.1     Consent of Independent Accountants (filed herewith).

       99.1     Certification of Chief Executive Officer.*

       99.2     Certification of Chief Financial Officer.*

All other  exhibits are omitted  because they are not applicable or the required
information is shown in the financial statements or notes thereto.

     *Incorporated by reference to the indicated exhibit in the Company's Annual
Report on Form 10-K for the year  ended  December  31,  2002  filed on March 21,
2003.

                                   SIGNATURES


Pursuant to the requirements  Section 13 or 15(d) 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 March 31, 2003.


                         CFC INTERNATIONAL, INC.

                         By:         /s/  ROGER F. HRUBY
                                     -----------------------------------
                                     Roger F. Hruby
                                     Chairman of the Board of Directors,
                                     Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on March 31, 2003.

        Signature                                       Title
        ---------                                       -----

Principal Executive Officer:


/s/ ROGER F. HRUBY                          Chairman of the Board of Directors,
------------------------------              Chief Executive Officer
Roger F. Hruby


Principal Financial/Accounting Officer:


/s/ DENNIS W. LAKOMY                        Executive Vice President,
-------------------------------             Chief Financial Officer,
Dennis W. Lakomy                            Secretary, Treasurer and Director





                                 Certifications
                                 --------------


        I, Roger F. Hruby, Chairman and Chief Executive Officer, certify that:

        1.      I have reviewed this annual report on Form 10-K/A of CFC
                International, Inc.;

        2.      Based on my knowledge, this annual report does not contain any
                untrue statement of a material fact or omit to state a material
                fact necessary to make the statements made, in light of the
                circumstances under which such statements were made, not
                misleading with respect to the period covered by this annual
                report;

        3.      Based on my knowledge, the financial statements, and other
                financial information included in this annual report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this annual report;

        4.      The  registrant's other certifying officers and I are
                responsible for establishing and maintaining disclosure controls
                and procedures (as defined in Exchange Act Rules 13a-14 and
                15d-14) for the registrant and we have:

                a)      designed such disclosure controls and procedures to
                        ensure that material information relating to the
                        registrant, including its consolidated subsidiaries, is
                        made known to us by others within those entities,
                        particularly during the period in which this annual
                        report is being prepared;

                b)      evaluated the effectiveness of the registrant's
                        disclosure controls and procedures as of a date within
                        90 days prior to the filing date of this annual report
                        (the "Evaluation Date"); and

                c)      presented in this annual report our conclusions about
                        the effectiveness of the disclosure controls and
                        procedures based on our evaluation as of the Evaluation
                        Date;

        5.      The  registrant's other certifying officers and I have
                disclosed, based on our most recent evaluation, to the
                registrant's auditors and the audit committee of registrant's
                board of directors (or persons performing the equivalent
                function):

                a)      all significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        registrant's auditors any material weaknesses in
                        internal controls; and

                b)      any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls; and

        6.      The  registrant's other certifying officers and I have indicated
                in this annual report whether or not there were significant
                changes in internal controls or in other factors that could
                significantly affect internal controls subsequent to the date of
                our most recent evaluation, including any corrective actions
                with regard to significant deficiencies and material weaknesses.

Date:  March 31, 2003


                            /s/            Roger F. Hruby
                            -----------------------------
                            Roger F. Hruby
                            Chairman, Chief Executive Officer

<PAGE>

                                 Certifications
                                 --------------


        I, Dennis W. Lakomy, Executive Vice President, Chief Financial Officer,
certify that:

       1.      I have reviewed this annual report on Form 10-K/A of CFC
                International, Inc.;

        2.      Based on my knowledge, this annual report does not contain any
                untrue statement of a material fact or omit to state a material
                fact necessary to make the statements made, in light of the
                circumstances under which such statements were made, not
                misleading with respect to the period covered by this annual
                report;

        3.      Based on my knowledge, the financial statements, and other
                financial information included in this annual report, fairly
                present in all material respects the financial condition,
                results of operations and cash flows of the registrant as of,
                and for, the periods presented in this annual report;

        4.      The  registrant's other certifying officers and I are
                responsible for establishing and maintaining disclosure controls
                and procedures (as defined in Exchange Act Rules 13a-14 and
                15d-14) for the registrant and we have:

                a)      designed such disclosure controls and procedures to
                        ensure that material information relating to the
                        registrant, including its consolidated subsidiaries, is
                        made known to us by others within those entities,
                        particularly during the period in which this annual
                        report is being prepared;

                b)      evaluated the effectiveness of the registrant's
                        disclosure controls and procedures as of a date within
                        90 days prior to the filing date of this annual report
                        (the "Evaluation Date"); and

                c)      presented in this annual report our conclusions about
                        the effectiveness of the disclosure controls and
                        procedures based on our evaluation as of the Evaluation
                        Date;

        5.      The  registrant's other certifying officers and I have
                disclosed, based on our most recent evaluation, to the
                registrant's auditors and the audit committee of registrant's
                board of directors (or persons performing the equivalent
                function):

                a)      all significant deficiencies in the design or operation
                        of internal controls which could adversely affect the
                        registrant's ability to record, process, summarize and
                        report financial data and have identified for the
                        registrant's auditors any material weaknesses in
                        internal controls; and

                b)      any fraud, whether or not material, that involves
                        management or other employees who have a significant
                        role in the registrant's internal controls; and

        6.      The  registrant's other certifying officers and I have indicated
                in this annual report whether or not there were significant
                changes in internal controls or in other factors that could
                significantly affect internal controls subsequent to the date of
                our most recent evaluation, including any corrective actions
                with regard to significant deficiencies and material weaknesses.

Date:  March 31, 2003

                               /s/              Dennis W. Lakomy
                               ---------------------------------
                               Dennis W. Lakomy
                               Executive Vice President,
                               Chief Financial Officer