CFC INTERNATIONAL INC
10-Q/A, 1997-05-08
ADHESIVES & SEALANTS
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                         UNITED STATES
                               
              SECURITIES AND EXCHANGE COMMISSION
                               
                     WASHINGTON, DC 20549
                               
                          FORM 10-Q/A
                               
                               
(Mark One)
       X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF
              THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended March 31, 1997
           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
                               
     Registrants telephone number, including
     area code:                              (708) 891-3456



Indicated by check mark whether the Registrant (1) has filed
all reports  required  to be filed by Section 13 or  15  (d)
of  the Securities  Exchange Act of 1934 during the preceding
12  months (or  for such shorter period that the Registrant was
required  to file  such  reports),  and (2) has been subject
to  such  filing requirements for the past 90 days.

               YES  ( X )                    NO  (     )

As  of  April 30, 1997, the Registrant had issued and

outstanding 3,985,330  shares of Common Stock, par value $.01

per share,  and 534,030 shares of Class B Common Stock, par

value $.01 per share.







                          SIGNATURES

                               

                               

  Pursuant to the requirements of the Securities Exchange Act
  of 1934,  the registrant has duly caused this report to be
  signed on  its  behalf by the undersigned, thereunto duly
  authorized, on May 1, 1997.
  
  

                                CFC INTERNATIONAL, INC.
                                Dennis W. Lakomy
                                    Vice    President,    Chief
Financial Officer,
                                Secretary, and Treasurer
                                (Principal Financial Officer)
                                
                                
                                
                                
                                 /s/
                                Jeffrey E. Norby
                                Controller
                                (Principal Accounting Officer)


























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