UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                      WASHINGTON, D.C.   20549
                        ____________________
                                  
                             FORM 10-K/A
                                  
[  X   ]     ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d)  OF  THE
SECURITIES EXCHANGE
     ACT OF 1934

     For the Fiscal Year Ended December 31, 1996

                                 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 $18,743,303 at April 25, 1997 (based on
the  closing sale price on the Nasdaq National Market on  April  25,
1997,  as reported by The Wall Street Journal).  At April 25,  1997,
the  registrant had issued and outstanding an aggregate of 3,990,670
shares of common stock.


                            PART III
                                
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

Set  forth  below are the names of the non-employee directors  of
the Company, their ages at April 25, 1997, and summaries of their
business  experience  and biographical information.   Information
regarding  Roger  F.  Hruby, Robert J.  DuPriest  and  Dennis  W.
Lakomy,  who are also officers of the Company, is included  under
"Executive Officers" below.

William  G.  Brown, age 54, has been a director  of  the  Company
since  August  1995.  Mr. Brown currently is a partner  of  Bell,
Boyd  & Lloyd, Chicago, Illinois, counsel to the Company.  He  is
also   a   Director  of  the  MYR  Group  Inc.,  Medicus  Systems
Corporation,  Managed  Care  Solutions,  Inc.,  and   Dovenmuehle
Mortgage, Inc.

Richard  Pierce,  age 58, became a director  of  the  Company  in
August 1995.  Before becoming a director, Mr. Pierce served as an
Advisory  Director of the Company in 1991.  He currently  is  the
Managing  Director  of the  Chicago office  of  Russell  Reynolds
Associates, Inc., an executive recruiting firm, which  he  joined
in 1976.

David  D. Wesselink, age 54, became a director of the Company  in
August  1995.  Before becoming a director,  Mr. Wesselink  served
as  an Advisory Director of the Company since 1992.  He has  been
Chief Financial Officer of Advanta Corporation, a consumer credit
company,  since  1993.   Prior  thereto,  he  served  in  several
capacities   with  Household  International,   a   consumer   and
commercial financial services company, including Chief  Financial
Officer, Treasurer and Vice President, Research  and Development.


Executive Officers

Set  forth below are the names of the executive officers  of  the
Company  and its subsidiaries, their ages at December  31,  1996,
the positions they hold with the Company or its subsidiaries, and
summaries  of their business experience.  Executive  officers  of
the  Company  are elected by and serve at the discretion  of  the
Board of Directors of the Company.


          Name            Age                Position
Roger  F.  Hruby              61    Chairman  of  the  Board   of
Directors and Chief Executive
                                Officer
Robert   J.  DuPriest          55    President,  Chief  Operating
Officer and Director
Dennis  W.  Lakomy           51   Vice President, Chief Financial
Officer, Secretary,
                                Treasurer and Director
David  C.  Beeching           56    Vice  President  of  Sales  &
Marketing - Holographics
Glenn L. Ford              51   Vice President of Manufacturing
William   A.  Herring          49    Senior  Vice  President   of
Operations
Robert E. Jurgens          54   Senior Vice President of Sales  &
Marketing
Craig  D.  Newswanger        42   Vice President  of  Research  &
Development-Holographics
David   M.   Plomin             31    Director  of   Research   &
Development
Jeffrey E. Norby           40   Controller
Peter  C.  McGillivray        51    Managing  Director  -  United
Kingdom Operations
Masayoshi  Yozu              54    Managing  Director   -   Japan
Operations
Roger  F.  Hruby,  Chairman  of the  Board  and  Chief  Executive
Officer,  was  the President and Chief Operating Officer  of  the
Company's predecessor, Bee Chemical, from 1977 until the sale  of
that company to Morton Thiokol, Inc., in 1985, at which time  Mr.
Hruby  also  became its Chief Executive Officer.  Mr. Hruby  also
organized the formation of Bee Chemical's Japanese joint  venture
in  1970 and supervised its growth from a start-up venture  to  a
significant  manufacturing company with sales in  excess  of  $40
million.   In 1986, Mr. Hruby formed the Company, which purchased
Bee  Chemical's  specialty transferable solid  coatings  division
from  Morton  Thiokol and has been Chairman of the  Board,  Chief
Executive Officer, and until June, 1995, President of the Company
since the date of its incorporation.  Mr. Hruby has been involved
in  the specialty chemical industry since 1958.  Mr. Hruby earned
a  bachelors degree in chemistry from North Central College and a
Masters  of  Business  Administration  from  the  University   of
Chicago.

Robert  J.  DuPriest, President, Chief Operating  Officer  and  a
director  of  the  Company, joined the Company in  1990  as  Vice
President  and  Chief Operating Officer, was named  President  in
June,  1995, and was elected a director of the Company in August,
1995.   Prior  to joining the Company, Mr. DuPriest  served  from
1985  in successive management positions with Rank Video Services
of America, where he was responsible for worldwide operations and
joint  ventures.   Mr.  DuPriest earned a bachelors  degree  from
American University.

Dennis  W.  Lakomy,  Vice  President,  Chief  Financial  Officer,
Secretary,  Treasurer and a director of the Company,  joined  Bee
Chemical  in 1975 and served as Vice President and Controller  of
that  company from 1982 until co-founding CFC with Mr.  Hruby  in
1986.   Mr.  Lakomy  was elected a director  of  the  Company  in
August, 1995.  Mr. Lakomy earned a bachelors degree in accounting
from  Loyola  University of Chicago and  a  Masters  of  Business
Administration from the University of Chicago.

William  A. Herring, Senior Vice President of Operations  of  the
Company, joined the Company in June, 1996.  Prior to joining  the
Company,  Mr.  Herring  served from  1992  as  Vice  President  -
Manufacturing and Technology with Central Products Company, where
he  was  responsible for three manufacturing locations  and  five
distribution  centers.   Mr. Herring earned  a  bachelors  and  a
masters  degree  from  the  University of  Missouri  in  Chemical
Engineering.

Robert  E. Jurgens, Senior Vice President of Sales and Marketing,
joined  the Company in June, 1987.  Prior to joining the Company,
Mr. Jurgens served in successive senior management positions with
White  Graphic Systems.  Mr. Jurgens began his career with  White
Graphics Systems in 1966 in sales and design.  Mr. Jurgens earned
a bachelors degree from Indiana University.

Glenn  L.  Ford, Vice President, joined the Company  in  1990  as
Director  of  Operations  and  since  1992  has  served  as  Vice
President  of  Operations.  Prior to  that  time,  Mr.  Ford  had
various  positions in manufacturing with Tandy Magnetics, serving
as  General  Manager of Tandy Magnetics from 1987 to  1990.   Mr.
Ford earned a B.S. in Management from San Jose State University.

David  C.  Beeching  joined  CFC  Applied  Holographics  as  Vice
President  of  Sales and Marketing in 1992.   Prior  thereto,  he
served  a  Director of Marketing and Vice President of  The  Rank
Organization PLC.

Craig D. Newswanger formed Advanced Dimensional Displays in 1984,
which was merged into Applied Holographics PLC in 1989.  In 1992,
following the formation of CFC Applied Holographics, he was named
Vice  President, Research and Development - Holographics, of  the
Company.

David  M. Plomin joined the Company in 1988 and has held  several
managerial  positions, including manager of  technical  services,
quality  assurance, production, and embossing, and  in  1995  was
promoted  to  Director of Research and Development.   Mr.  Plomin
earned  a  bachelors degree from Knox College and  a  Masters  of
Business Administration from Governors State University.

Jeffrey E. Norby joined the Company in 1995 as Controller.  Prior
to   that   time   he  held  several  managerial   positions   in
administration  and  accounting with  Newell,  Inc.  and  Chicago
Bullet  Proof  Company.  He is a Certified Public Accountant  and
earned  a  Masters of Business Administration from the University
of Illinois.
Peter  C. McGillivray has been Managing Director of CFC's  United
Kingdom  Operations since 1988.  Prior thereto,  Mr.  McGillivray
served  as a sales representative for British Cellulose Lacquers,
which was acquired by Bee Chemical Company and later included  as
part of the ongoing business purchased by the Company.

Masayoshi Yozu joined Admiral Coated Products in Japan in 1968 to
set  up their branch office.  In 1988 Admiral Coated Products was
acquired by the Company and Mr. Yozu became Managing Director  of
CFC's  Japanese  Operations.  Mr. Yozu earned a  business  degree
from Ritsumeikan University.

       SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
                                
The directors and certain officers of the Company are required to
report   their   transactions  in  the  Common   Stock   to   the
Securities  and  Exchange Commission within  a  specified  period
following a transaction.  During 1996, the directors and officers
filed all such reports within the specified time period.


ITEM 11.  EXECUTIVE COMPENSATION

The   following   table  provides  certain  summary   information
concerning the compensation paid or accrued during the year ended
December 31, 1996 to the Company's Chief Executive Officer and to
each  of the other executive officers of the Company who received
compensation  in excess of $100,000 during the last  fiscal  year
(the  "Named Executive Officers").  The Company does not  have  a
restricted stock award program or a long-term incentive plan.

                   Summary Compensation Table
                                                Long-Term
                                               Compensation
                          Annual Compensation    Awards
                                        Other     Securities
                                        Annual
Underlying         All Other
  Name and Principal                  Salary   Bonus
Compensation         Options/SARs     Compensation
     Position       Year    ($)          ($)
($)                      (#)                  ($)*
Roger F. Hruby
  Chairman of the Board  1996285,000 28,500 24,000(1)
3,000
  and Chief Executive    1995285,000 28,500
3,000
  Officer           1994282,08828,500                    3,000

Robert J. DuPriest  1996181,50018,1506,727(2)  10,000    3,000
   President and Chief   1995165,000 51,150    523(2)
   3,000
  Operating Officer 1994165,000 16,500                   3,300

Dennis W. Lakomy
  Vice President, Chief  1996165,375 16,537
3,000
  Financial Officer,     1995157,500 15,750
3,000
  Treasurer and Secretary1994157,500 15,750
3,150
_________________________
* Reflects matching contributions made by the Company pursuant to
  the  Company's  contributory retirement   savings  plan,  which
  covers  eligible employees who qualify as to age and length  of
  service.    Under   the  plan,  the  Company   makes   matching
  contributions  equal to 50% of the first 4% of  the  employees'
  income that the employee contributes.

(1)      A  $1 million life insurance policy on Mr. Hruby is paid
  for by the Company, with Mr. Hruby's estate as the beneficiary.
  The amount shown above is the premium paid for such policy.

(2)      In  connection with Mr. DuPriest's exercise  of  options
  covering  31,414 shares of Common Stock on November  24,  1995,
  the  Company loaned him $81,838 for the payment of taxes on the
  gain  realized upon the exercise of those options.  The Company
  loaned  Mr. DuPriest another $28,715 to pay the final estimated
  taxes  due  on January 15, 1996.  The loan accrues no  interest
  and  is  due  on  January  31, 2001.  The  amount  shown  above
  represents  taxable income from imputed interest in  accordance
  with Internal Revenue Service requirements.
  
The following table sets forth individual grants of stock options
made to the Named Executive Officers during 1996.
                                                        Potential
Realizable
                                                       Value   at
Assumed
                           Percent of Total           Annual Rates
of  Stock
                             Options   Granted              Exercise
Price Appreciation for
             Date of      Options    to Employees    or BaseExpiration
for Option Term (s)
              Grant      Granted       in Fiscal Year    Price
(1)               Date               5%              10%
Roger F. Hruby
Robert J. DuPriest3/1/9610,000        13.8%$10.87  3/1/06  $68,392     $173,320
Dennis W. Lakomy
____________________
(1)      Under the Stock Option Plan, the exercise price must  be
  the  fair market value of the Common Stock on the date of grant
  and the options granted generally become exercisable as to one-
  fourth  of  the grant on each of the first, second, third,  and
  fourth anniversary of the date of grant.

(2)      These amounts represent certain assumed annual rates  of
  appreciation calculated from the exercise price, as required by
  the  rules  of the Securities and Exchange Commission.   Actual
  gains,  if  any,  on stock option exercises  and  Common  Stock
  holdings are dependent on the future performance of the  Common
  Stock.  There can be no assurance that the amounts reflected in
  this table will be achieved.
  
Option Exercises and Year-End Valuation

The following table provides certain information with respect  to
the  Named Executive Officers concerning the exercise of  options
and/or   stock  appreciation  rights  (SARs)  during   1996   and
unexercised options and SARs held on December 31, 1996:

         AGGREGATE 1996 OPTION/SAR EXERCISES AND VALUES
                                
                              Number of Securities     Value of
Unexercised
                              Underlying Unexercised   In-the-
Money Options/
           Shares Acquired Value               Options/SARs at
12/31/96       SARs at 12/31/96*
             on Exercise   Realized  Exercisable
   Unexercisable      Exercisable  Unexercisable
    Name             (#)       ($)      (#)       (#)     ($)
   ($)
Roger F. Hruby
Robert J. DuPriest                                10,000    3,750
Dennis W. Lakomy
____________________
* This  column indicates the aggregate amount, if any,  by  which
  the  market  value  of the Common Stock on  December  31,  1996
  exceeded the options exercise price and is based on the closing
  per share sale price of the Common Stock on such date of $11.25
  as quoted on the Nasdaq National Market.
  







Director's Compensation

Directors of the Company who are not employees of the Company are
paid  $1,500 for each board meeting attended and $750 each  board
committee meeting attended which is not held on the same day as a
board meeting, but are not paid an annual retainer.  Directors of
the  Company who are also employees of the Company are  not  paid
any compensation for serving as directors.

Upon  the  closing  of the Company's initial public  offering  of
Common  Stock  (the  IPO),  each of  the  Company's  non-employee
directors,   Messrs.   Brown,   Pierce   and   Wesselink,    were
automatically  granted, pursuant to the CFC  International,  Inc.
Director's  Stock Option Plan, a one-time option covering  10,000
shares  of Common Stock.  Each of the options has a term  of  ten
years  and  a  per  share exercise price of $9.50.   The  options
become  exercisable as to one-fourth of the grant on each of  the
first,  second,  third, and fourth anniversary  of  the  date  of
grant.


Compensation Committee Interlocks and Insider Participation

Until  August  1995,  Mr.  Hruby, the Company's  Chief  Executive
Officer, approved the terms of the compensation  of the Company's
executive  officers.   In  August 1995, the  Company's  Board  of
Directors  formed  a Compensation Committee, which  is  currently
comprised  of Messrs. Hruby and Brown and chaired by Mr.  Pierce,
which  determines  the  compensation of the  Company's  executive
officers in the future.

William G. Brown, a director of the Company, is a partner of the
law firm of Bell, Boyd & Lloyd.  The Company has utilized, and
anticipates that it will continue to utilize, the services of
such firm.


ITEM  12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL  OWNERS  AND
MANAGEMENT

The  following  table sets forth, as of March 24,  1997,  certain
information regarding the beneficial ownership of  the  Company's
Common  Stock  by  each person known by the  Company  to  be  the
beneficial owner of 5% or more  of the outstanding Common  Stock,
by  each  director,  nominee for director,  and  Named  Executive
Officer  (as  defined below), and by all directors and  executive
officers  as  a  group.  As of such date, there were  112  record
holders  and  approximately 1,200 beneficial  holders  of  Common
Stock.

                                              Shares Beneficially
Owned
                   Name (1)                              Number
Percent
     Roger F. Hruby (2)
2,528,640          63.4
     Robert J. DuPriest                            89,509
2.2
     Dennis W. Lakomy                              317,537
8.0
     William G. Brown (3)                          158,769
4.0
     Richard Pierce                                      1,000
*
     David D. Wesselink                                  1,000
*
     RFH Investments, LP (4)                   999,160    25.1
     Stein Roe & Farnham, Incorporated (5)    318,200      8.0
         One South Wacker Drive
         Chicago, Illinois   60606
     All directors and executive officers as a group
          (7 persons) (2) (3)                 2,549,752   63.9
________________________
* Represents less than 1% of the outstanding Common Stock.

(1)        The  address of all of the persons named or identified
   above  (other than Stein Roe & Farnham, Incorporated)  is  c/o
   CFC  International, Inc., 500 State Street,  Chicago  Heights,
   Illinois  60411.

(2)   Includes  999,160  shares  of Common  Stock  owned  by  RFH
   Investments, LP, a limited partnership of which Mr.  Hruby  is
   the managing general partner (and of which all of the partners
   are  members of Mr. Hruby's immediate family or trusts for the
   benefit  of such family members), but does not include 523,404
   shares  of Class B Common Stock owned by RFH Investments,  LP.
   The  shares of Common Stock shown above as beneficially  owned
   by Mr. Hruby also include 538,670 shares of Common Stock which
   Messrs. DuPriest and Lakomy and members of Mr. Brown's  family
   beneficially owned immediately after the IPO, which they still
   hold,  and  for  which Mr. Hruby holds an  irrevocable  voting
   proxy.  In addition to the Common Stock set forth in the table
   above, Mr. Hruby owns an option to purchase 534 shares of  the
   Company's  Voting Preferred Stock.  (For a discussion  of  the
   options terms, see Certain Transactions and Proposal to  Amend
   the  Company's  Certificate of Incorporation Relating  to  the
   Number of Authorized Shares of Voting Preferred Stock and  the
   Replacement Option.)
     
(3)   Includes 157,067 shares of Common Stock which are owned  by
   the  William  Gardner Brown 1993 GST Trust, a  trust  for  the
   benefit of Mr. Brown's family and of which Mr. Brown is not  a
   beneficiary nor is he, or a member of his immediate family,  a
   trustee.

(4)   RFH  Investments, LP also owns 523,404 shares  of  Class  B
   Common  Stock, which is substantially equivalent to the Common
   Stock  in  all  respects except that the Class B Common  Stock
   generally is not entitled to vote on any matters submitted  to
   a vote of the Company's stockholders.
(5)   The  number of shares of Common Stock shown as beneficially
   owned  is derived from a Schedule 13G dated February 12, 1997,
   filed  with  the  Securities and Exchange  Commission  by  the
   listed stockholder.
   

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In  August  1995, the Company granted to Mr. Hruby an  option  to
purchase, at an exercise price of $500 per share,  534 shares  of
its Voting Preferred Stock, par value $.01 per share, subject  to
antidilutive adjustments.  The holders of Voting Preferred  Stock
will  be entitled to (i) 1,000 votes per share on all matters  to
be  voted upon by  stockholders; (ii) quarterly dividends  at  an
annual rate equal to the prime rate of LaSalle Northwest National
Bank,  Chicago in effect as of the prior December 31, applied  to
the  per  share  purchase price (initially $500)  of  the  Voting
Preferred Stock; and (iii) a liquidation preference equal to  the
per  share  purchase price (initially $500) plus any  accumulated
and  unpaid  dividends.  The Voting Preferred Stock has  no  pre-
emptive, conversion, redemption, or exchange rights. Mr.  Hruby's
option  is currently exercisable, terminates upon his death,  and
is not transferable.

In  connection  with Mr. DuPriest's exercise of options  covering
31,414  shares of Common Stock on November 24, 1995, the  Company
loaned him $81,838 for the payment of a portion of the  taxes  on
the   gain   realized  upon  the  exercise  of   those   options.
Additionally,  on  January  15,  1996,  the  Company  loaned  Mr.
DuPriest  an additional $28,715 for the payment of the  remainder
of  the  taxes  on the gain realized upon the exercise  of  those
options.   In the event Mr. DuPriest sells any shares  of  Common
Stock received pursuant to the exercise of those options prior to
the  maturity of these loans, he will be obligated to  repay  the
loans from the proceeds, net of applicable taxes, received   from
such sale.  No interest accrues under either loan and both mature
on January 31, 2001.


                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                           SIGNATURES
                                

Pursuant  to  the  requirements  Section  13  or  15(d)  of   the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  amendment to this report to be signed on its behalf by  the
undersigned, thereunto duly authorized, on April 25, 1997.


                                   CFC INTERNATIONAL, INC.

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


Pursuant  to the requirements of the Securities Exchange  Act  of
1934, this amendment to this report has been signed below by  the
following  persons  on  behalf  of  the  registrant  and  in  the
capacities indicated on April 25, 1997.

            Signature                            Title
                                   
  Principal Executive Officer:     
                                   
                                   
            /s/  ROGER  F.  HRUBY       Chairman of the Board of
 .                                            Directors and
          Roger F. Hruby                 Chief Executive Officer
                                                    
                                                    
                                                    
                                                    
  Principal Financial Officer:     
                                   
                                   
           /s/  DENNIS W.  LAKOMY   Vice President, Chief Financial
 .                                          Officer, Secretary
          Dennis W. Lakomy              Treasurer, and Director
                                                    
                                                    
                                                    
                                                    
  Principal Accounting Officer:    
                                   
                                   
           /s/  JEFFREY E.  NORBY              Controller
 .
          Jeffrey E. Norby











            Signature                            Title
                                   
  A Majority of the Directors:     
                                   
                                   
                                   
                                   
            /s/  ROGER  F.  HRUBY               Director
 .
          Roger F. Hruby
                                                    
                                                    
                                                    
                                                    
           /s/  WILLIAM G.  BROWN               Director
 .
          William G. Brown
                                                    
                                                    
                                                    
                                                    
          /s/ ROBERT J. DU PRIEST               Director
 .
          Robert J. Du Priest
                                                    
                                                    
                                                    
                                                    
           /s/  DENNIS W.  LAKOMY               Director
 .
          Dennis W. Lakomy
                                                    
                                                    
                                                    
                                                    
            /s/   RICHARD  PIERCE               Director
 .
          Richard Pierce
                                                    
                                   
                                   
                                   
           /s/ DAVID D. WESSELINK               Director
 .
          David D. Wesselink