1
FORMS8.DOC

 As filed with the Securities and Exchange Commission on
                           July 30, 1997
                                            Registration No.
              333SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
                        _______________
                           FORM S-8
                    REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF
1933
                        ______________
                    CFC INTERNATIONAL,
                              INC. and
 CFC INTERNATIONAL, INC. EMPLOYEE SAVINGS AND INVESTMENT
                      PLAN (as Co-Registrants)
      (Exact name of Company as specified in its charter)
       Delaware                                    36-
       3434526
         and                                        and
       Illinois                                  36-6779547
(State         or         other       jurisdiction
of
(I.R.S. Employer Identification Number)
incorporation or organization)
                       500 State Street
              Chicago Heights, Illinois 60411
         (Address of Companys Principal Executive Offices)
                      __________________
 CFC INTERNATIONAL, INC. EMPLOYEE SAVINGS AND INVESTMENT
                   PLAN (Full Title of the Plan)
    Roger F. Hruby                               Copies to:
Chairman of the Board of Directors and     D. Mark McMillan,
Esq.
Chief Executive Officer                      Bell, Boyd & Lloyd
CFC International, Inc.                       70 West Madison
   500 State Street                       Chicago, Illinois
60602
Chicago Heights, Illinois 60411                (312) 372-1121
    (708) 891-3456

             (Name, Address, and Telephone Number,
          Including Area Code, of Agent For Service)
                      __________________
                      
                CALCULATION OF REGISTRATION FEE
                                   Proposed    Proposed
                         Amount    Maximum     Maximum    Amount of
Title of Each Class of   to be   Offering PriceAggregate
Registration
Securities to be RegisteredRegisteredPer UnitOffering Price   Fee
Common Stock, par value $.01 per share
40,000 Shares               $8.875 (1)$355,000.00 (1)     $107.58
(1)
________________________________________________________________
__________________________________________________________
Interests in the Plan                (2)
(1)     Estimated  in  accordance with Rule 457(h)  under  the
  Securities  Act  of 1933 (the Securities Act)  solely  for
  purposes of calculating the registration fee and based  upon
the  average of the high and low sale prices of  the  Common
  Stock  on  the Nasdaq National Market on July 28,  1997,
  as reported in The Wall Street Journal (Midwest Edition).
(2)     Pursuant to Rule 416(c) under the Securities Act,
this
  registration  statement  covers an indeterminate  amount
  of interests  to  be  offered  or  sold  pursuant  to  the
  CFC International,  Inc.   Employee Savings and
  Investment  Plan
  (the Plan) described herein.

                           PART I
                              
    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.   Plan Information.
     Not required to be included herewith.
Item   2.    Company  Information  and  Employee  Plan
Annual Information.
     Not required to be included herewith.

                           PART II
                              
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Documents Incorporated By Reference.
     This  registration statement on Form S-8 relates  to
the registration  of an indeterminate number of interests
in  the CFC  International, Inc. Employee Savings and
Investment  Plan (the  Plan) pursuant to which participants
in the  Plan  may have  the Plan purchase, in the open
market, shares of  common stock,  par value $.01 per share
(the Common Stock),  of  CFC International Inc. (the
Company).
     The  following documents and information previously
filed by  the  Company  with the Securities and Exchange
Commission (the Commission) are incorporated herein by
reference:
     (a)  The  Companys Annual Report on Form  10-K  for
          the Year  ended  December 31, 1996, as  amended
          by  the Companys Annual Report on Form 10-K/A for
          the  year ended December 31, 1996;
     (b)  The  description of the Companys Common  Stock
          set forth  under  the  caption Description  of
          Capital Stock  in  the Companys registration
          statement  on Form  S-1 (Reg. No. 33-96110), which
          description  is incorporated   by   reference   in
          the   Companys registration statement on Form 8-A
          dated November 6, 1995  for the registration of
          the Common Stock under Section  12(g)  of the
          Securities  Exchange  Act  of 1934, as amended
          (the Exchange Act); and
     (c)  The  Companys quarterly report on Form 10-Q for
          the quarter ended March 31, 1997.
     All reports and other documents subsequently filed by
the Company  and the Plan pursuant to Sections 13(a),
13(c),  14, and  15(d) of the Exchange Act, prior to the
filing of a posteffective  amendment  to  this  registration
statement  which indicates that all of the securities
offered hereby have  been sold   or  which  deregisters  all
of  such  securities  then remaining  unsold,  shall  be
deemed  to  be  incorporated  by reference  in  this
registration statement and to  be  a  part hereof  from  the
date  of filing  of  such  documents.         Any
statement,  including  financial statements,  contained  in
a document                  incorporated  or  deemed  to  be
incorporated   by
reference  herein shall be deemed to be modified or
superseded for purposes of this registration statement to
the extent that a  statement  contained  herein or in any
other  subsequently filed  document which also is or is
deemed to be  incorporated by  reference  herein modifies or
supersedes  such  statement. Any  such  statement so
modified or superseded  shall  not  be deemed,  except as so
modified or superseded, to constitute  a part of this
registration statement.
Item 4.   Description of Securities.
     Inapplicable.
Item 5.   Interests of Named Experts and Counsel.
     Inapplicable.
Item 6.  Indemnification of Directors and Officers.
     Section  145  of the General Corporation Law of
Delaware
authorizes the Company to indemnify its directors and
officers under  specified circumstances.  The Restated
Certificate  of Incorporation  and  Bylaws  of the Company
provide  that  the Company  shall indemnify, to the extent
permitted by  Delaware law,  its  directors  and  officers
(and  may  indemnify  its employees and agents) against
liabilities (including expenses, judgments,  and
settlements) incurred by them  in  connection with  any
actual or threatened action, suit, or proceeding  to which
they are or may become parties and which arises out  of
their  status  as  directors,  officers,  or  employees.
The
Company  has  entered  into  an agreement  with  each  of
its directors which requires the Company to indemnify the
director to the extent permitted by Delaware law.
     The  Companys Restated Certificate of Incorporation
and Bylaws  eliminate, to the fullest extent permitted by
Delaware law,   liability  of  a  director  to  the  Company
or   its
stockholders  for  monetary  damages  for  a  breach  of
such directors fiduciary duty of care except for liability
where a director  (a)  breaches  his or her duty  of
loyalty  to  the Company or its stockholders, (b) fails to
act in good faith or engages in intentional misconduct or
knowing violation of law, (c)  authorizes  payment  of  an
illegal  dividend  or  stock repurchase,  or  (d)  obtains
an improper  personal  benefit. While  liability  for
monetary damages has  been  eliminated, equitable  remedies
such as injunctive relief  or  rescission remain available.
In addition, a director is not relieved  of his
responsibilities  under  any  other  law,  including  the
federal securities laws.
     The  directors  and officers of the Company  are
insured within  the  limits  and  subject to the
limitations  of  the policies,  against  certain expenses in
connection  with  the defense
of  actions,  suits,  or  proceedings  and   certain
liabilities  which  might  be imposed  as  a  result  of
such actions,  suits, or proceedings, to which they are
parties  by reason of being or having been such directors or
officers.
     Insofar as indemnification by the Company for
     liabilities
arising   under  the  Securities  Act  may  be  permitted
to
directors,  officers, and controlling persons of  the
Company pursuant  to  the foregoing provisions, the Company
has  been advised  that  in the opinion of the Securities
and  Exchange Commission  such indemnification is against
public  policy  as expressed   in   the   Securities  Act
and   is,   therefore, unenforceable.
Item 7.  Exemption From Registration Claimed.
     Inapplicable.
Item 8.  Exhibits
     The exhibits to this registration statement are listed
in the Exhibit Index which appears elsewhere herein and is
hereby incorporated by reference.
Item 9.  Undertakings
     (a)  The Company hereby undertakes:
     (1)   To file, during any period in which offers or
sales are   being   made,  a  post  effective  amendment
to   this registration statement:

     (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933 (the
          Securities Act);
     (ii) To reflect in the prospectus any facts or
          events arising after the effective date of this
          registration statement (or the most recent post
          effective amendment thereof) which,
          individually or in the aggregate, represent a
          fundamental change in the information set
          forth in this registration statement;
     (iii)     To include any material information with
          respect to the plan of distribution not previously
          disclosed in this registration statement or any
          material change to such information in the
          registration statement.
 Provided,  however, that paragraphs (a)(1)(i) and
(a)(1)(ii)
 do  not  apply if the registration statement is on Form  S-
8,
 and  the  information  required to be  included  in  a
post-
 effective  amendment  by  those paragraphs  is  contained
in
 periodic reports filed by the Company pursuant to Section
13
 or Section 15(d) of the Exchange Act that are incorporated
by
 reference in this registration statement.
     (2)   That,  for the purpose of determining any
liability
under  the  Securities Act, each such post-effective
amendment
shall be deemed to be a new registration statement relating
to the  securities  offered therein, and  the  offering  of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
     (3)   To  remove from registration by means  of  a
post-
effective  amendment  any of the securities  being
registered which remain unsold at the termination of the
offering.
     (b)  The Company hereby undertakes that, for purposes
of determining  any  liability under  the  Securities  Act,
each filing  of                 the  Companys annual report
pursuant  to  Section
13(a)  or  Section  15(d)  of the  Exchange  Act  (and,
where applicable,  each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange Act)
that  is incorporated by reference in the registration
statement  shall be  deemed to be a new registration
statement relating to  the securities
offered  therein,  and  the  offering   of
such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
     (c)-(g)   Inapplicable.
     (h)   Insofar as indemnification for liabilities
arising
under  the  Securities  Act  may be  permitted  to
directors,
officers,  and controlling persons of the Company pursuant
to the  provisions described under Item 6 above or
otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such
indemnification is against public policy  as
expressed in the Securities Act and is, therefore,
unenforceable.   In the event that a claim for
indemnification against  such  liabilities (other  than  the
payment  by  the Company  of expenses incurred or paid by a
director,  officer, or controlling person of the Company in
the successful defense of  any  action,  suit, or
proceeding)  is  asserted  by  such director,  officer, or
controlling person in  connection  with the  securities
being registered, the Company will, unless  in the  opinion
of  its counsel the matter has been  settled  by controlling
precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by
it is  against  public policy as expressed in the Securities
Act and will be governed by the  final adjudication of such
issue.
     (i)-(j)   Inapplicable.
     
     
     
                         SIGNATURES
                              
  Pursuant to the requirements of the Securities Act of
1933, the  Company  certifies  that it  has  reasonable
grounds  to believe  that it meets all of the requirements
for  filing  on Form S-8 and has duly caused this
registration statement to be signed  on
its  behalf  by  the undersigned,  thereunto  duly
authorized, in the City of Chicago Heights, State of
Illinois, on July 29, 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 Act of  1933,
CFC  International, Inc., which administers the Plan, has duly
caused  this registration statement to be signed on the Plans
behalf  by the undersigned, thereunto duly authorized, in  the
City of Chicago Heights, State of Illinois, on July 29, 1997.

                                CFC INTERNATIONAL, INC. EMPLOYEE
                                SAVINGS AND INVESTMENT PLAN
                                
                                By:  CFC INTERNATIONAL, INC.
                                     Plan Administrator
                                     
                                     By:  /s/ Dennis
                                Lakomy
                                             Dennis Lakomy,
Vice President, Chief
                                Financial Officer,
                                             Secretary, and
                                Treasurer
                        POWER OF ATTORNEY
                                
                                
  Each  person  whose signature appears below hereby  appoints
Roger  F.  Hruby, Dennis W. Lakomy, and Jeffrey E. Norby,  and
each  of  them severally, acting alone and without the others,
his true and lawful attorney-in-fact with authority to execute
in  the  name  of  each  such person  and  to  file  with  the
Securities and Exchange Commission, together with any exhibits
thereto  and other documents therewith, any and all amendments
(including  post-effective amendments)  to  this  registration
statement  necessary or advisable to enable the registrant  to
comply  with the Securities Act of 1933, as amended,  and  any
rules,  regulations, and requirements of  the  Securities  and
Exchange  Commission in respect thereof, which amendments  may
make  such other changes in the registration statement as  the
aforesaid   attorney-in-fact   executing   the   same    deems
appropriate, and any filings pursuant to Rule 462(b) under the
Securities Act of 1933, as amended.

  Pursuant to the requirements of the Securities Act of  1933,
as amended, this registration statement has been signed by the
following  persons  in the capacities indicated  on  July  29,
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,
       Dennis W. Lakomy              Secretary, and Treasurer

Principal Accounting Officer:

               /s/ Jeffrey E. Norby
Controller
       Jeffrey E. Norby

 A Majority of the Directors:

                       /s/        Roger        F.
Hruby Director
        Roger F. Hruby

                     /s/        William        G.
Brown Director
       William G. Brown

                      /s/        Rober       J.
DuPriest Director
      Robert J. DuPriest

             /s/ Dennis W. Lakomy
Director
       Dennis W. Lakomy

                          /s/          Richard
Pierce Director
        Richard Pierce

                    /s/        David       D.
Wesselink
Director
      David D. Wesselink
                    CFC INTERNATIONAL, INC.
                         Exhibit Index

 Exhibit
  Number             Description of Exhibit
            4.1  Restated Certificate of
            Incorporation of the Company
            (incorporated by reference to Exhibit
            3.1 to the Companys registration
            statement on Form S-1, Registration No.
            33-96110)
            4.2  Amended and Restated Bylaws of the
            Company (incorporated by reference to
            Exhibit 3.2 to the Companys registration
            statement on Form S-1, Registration No.
            3396110)
            4.3  Specimen certificate representing
            shares of Common Stock (incorporated by
            reference to Exhibit 4.1 to the Companys
            registration statement on Form
            S-1, Registration No. 33-96110) 4.4  Internal
            Revenue Service determination letter for the
            Plan 23.1 Consent of Price Waterhouse LLP
27.1  Powers of Attorney (included on the
           signature page of this registration statement)





             CONSENT OF INDEPENDENT ACCOUNTANTS

     We  hereby  consent to the incorporation by reference
in this  registration statement on Form S-8 of our  report
dated
February  7,  1997,  which appears  on  page  23  of  the

CFC International, Inc. Form 10-K for the year ended

December  31, 1996.







PRICE WATERHOUSE LLP
Chicago, Illinois
July 30, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18775}]
{"company-data": {"conformed-name": "CFC INTERNATIONAL INC", "cik": "0000949859", "assigned-sic": "2891", "irs-number": "363434526", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32481", "film-number": "97648557"}, "business-address": {"street1": "500 STATE ST", "city": "CHICAGO HEIGHTS", "state": "IL", "zip": "60411", "phone": "7088913456"}, "mail-address": {"street1": "500 STATE ST", "city": "CHICAGO HEIGHTS", "state": "IL", "zip": "68411"}}
1
FORMS8.DOC

 As filed with the Securities and Exchange Commission on
                           July 30, 1997
                                            Registration No.
              333SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
                        _______________
                           FORM S-8
                    REGISTRATION STATEMENT
                             UNDER
                  THE SECURITIES ACT OF
1933
                        ______________
                    CFC INTERNATIONAL,
                              INC. and
 CFC INTERNATIONAL, INC. EMPLOYEE SAVINGS AND INVESTMENT
                      PLAN (as Co-Registrants)
      (Exact name of Company as specified in its charter)
       Delaware                                    36-
       3434526
         and                                        and
       Illinois                                  36-6779547
(State         or         other       jurisdiction
of
(I.R.S. Employer Identification Number)
incorporation or organization)
                       500 State Street
              Chicago Heights, Illinois 60411
         (Address of Companys Principal Executive Offices)
                      __________________
 CFC INTERNATIONAL, INC. EMPLOYEE SAVINGS AND INVESTMENT
                   PLAN (Full Title of the Plan)
    Roger F. Hruby                               Copies to:
Chairman of the Board of Directors and     D. Mark McMillan,
Esq.
Chief Executive Officer                      Bell, Boyd & Lloyd
CFC International, Inc.                       70 West Madison
   500 State Street                       Chicago, Illinois
60602
Chicago Heights, Illinois 60411                (312) 372-1121
    (708) 891-3456

             (Name, Address, and Telephone Number,
          Including Area Code, of Agent For Service)
                      __________________
                      
                CALCULATION OF REGISTRATION FEE
                                   Proposed    Proposed
                         Amount    Maximum     Maximum    Amount of
Title of Each Class of   to be   Offering PriceAggregate
Registration
Securities to be RegisteredRegisteredPer UnitOffering Price   Fee
Common Stock, par value $.01 per share
40,000 Shares               $8.875 (1)$355,000.00 (1)     $107.58
(1)
________________________________________________________________
__________________________________________________________
Interests in the Plan                (2)
(1)     Estimated  in  accordance with Rule 457(h)  under  the
  Securities  Act  of 1933 (the Securities Act)  solely  for
  purposes of calculating the registration fee and based  upon
the  average of the high and low sale prices of  the  Common
  Stock  on  the Nasdaq National Market on July 28,  1997,
  as reported in The Wall Street Journal (Midwest Edition).
(2)     Pursuant to Rule 416(c) under the Securities Act,
this
  registration  statement  covers an indeterminate  amount
  of interests  to  be  offered  or  sold  pursuant  to  the
  CFC International,  Inc.   Employee Savings and
  Investment  Plan
  (the Plan) described herein.

                           PART I
                              
    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1.   Plan Information.
     Not required to be included herewith.
Item   2.    Company  Information  and  Employee  Plan
Annual Information.
     Not required to be included herewith.

                           PART II
                              
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Documents Incorporated By Reference.
     This  registration statement on Form S-8 relates  to
the registration  of an indeterminate number of interests
in  the CFC  International, Inc. Employee Savings and
Investment  Plan (the  Plan) pursuant to which participants
in the  Plan  may have  the Plan purchase, in the open
market, shares of  common stock,  par value $.01 per share
(the Common Stock),  of  CFC International Inc. (the
Company).
     The  following documents and information previously
filed by  the  Company  with the Securities and Exchange
Commission (the Commission) are incorporated herein by
reference:
     (a)  The  Companys Annual Report on Form  10-K  for
          the Year  ended  December 31, 1996, as  amended
          by  the Companys Annual Report on Form 10-K/A for
          the  year ended December 31, 1996;
     (b)  The  description of the Companys Common  Stock
          set forth  under  the  caption Description  of
          Capital Stock  in  the Companys registration
          statement  on Form  S-1 (Reg. No. 33-96110), which
          description  is incorporated   by   reference   in
          the   Companys registration statement on Form 8-A
          dated November 6, 1995  for the registration of
          the Common Stock under Section  12(g)  of the
          Securities  Exchange  Act  of 1934, as amended
          (the Exchange Act); and
     (c)  The  Companys quarterly report on Form 10-Q for
          the quarter ended March 31, 1997.
     All reports and other documents subsequently filed by
the Company  and the Plan pursuant to Sections 13(a),
13(c),  14, and  15(d) of the Exchange Act, prior to the
filing of a posteffective  amendment  to  this  registration
statement  which indicates that all of the securities
offered hereby have  been sold   or  which  deregisters  all
of  such  securities  then remaining  unsold,  shall  be
deemed  to  be  incorporated  by reference  in  this
registration statement and to  be  a  part hereof  from  the
date  of filing  of  such  documents.         Any
statement,  including  financial statements,  contained  in
a document                  incorporated  or  deemed  to  be
incorporated   by
reference  herein shall be deemed to be modified or
superseded for purposes of this registration statement to
the extent that a  statement  contained  herein or in any
other  subsequently filed  document which also is or is
deemed to be  incorporated by  reference  herein modifies or
supersedes  such  statement. Any  such  statement so
modified or superseded  shall  not  be deemed,  except as so
modified or superseded, to constitute  a part of this
registration statement.
Item 4.   Description of Securities.
     Inapplicable.
Item 5.   Interests of Named Experts and Counsel.
     Inapplicable.
Item 6.  Indemnification of Directors and Officers.
     Section  145  of the General Corporation Law of
Delaware
authorizes the Company to indemnify its directors and
officers under  specified circumstances.  The Restated
Certificate  of Incorporation  and  Bylaws  of the Company
provide  that  the Company  shall indemnify, to the extent
permitted by  Delaware law,  its  directors  and  officers
(and  may  indemnify  its employees and agents) against
liabilities (including expenses, judgments,  and
settlements) incurred by them  in  connection with  any
actual or threatened action, suit, or proceeding  to which
they are or may become parties and which arises out  of
their  status  as  directors,  officers,  or  employees.
The
Company  has  entered  into  an agreement  with  each  of
its directors which requires the Company to indemnify the
director to the extent permitted by Delaware law.
     The  Companys Restated Certificate of Incorporation
and Bylaws  eliminate, to the fullest extent permitted by
Delaware law,   liability  of  a  director  to  the  Company
or   its
stockholders  for  monetary  damages  for  a  breach  of
such directors fiduciary duty of care except for liability
where a director  (a)  breaches  his or her duty  of
loyalty  to  the Company or its stockholders, (b) fails to
act in good faith or engages in intentional misconduct or
knowing violation of law, (c)  authorizes  payment  of  an
illegal  dividend  or  stock repurchase,  or  (d)  obtains
an improper  personal  benefit. While  liability  for
monetary damages has  been  eliminated, equitable  remedies
such as injunctive relief  or  rescission remain available.
In addition, a director is not relieved  of his
responsibilities  under  any  other  law,  including  the
federal securities laws.
     The  directors  and officers of the Company  are
insured within  the  limits  and  subject to the
limitations  of  the policies,  against  certain expenses in
connection  with  the defense
of  actions,  suits,  or  proceedings  and   certain
liabilities  which  might  be imposed  as  a  result  of
such actions,  suits, or proceedings, to which they are
parties  by reason of being or having been such directors or
officers.
     Insofar as indemnification by the Company for
     liabilities
arising   under  the  Securities  Act  may  be  permitted
to
directors,  officers, and controlling persons of  the
Company pursuant  to  the foregoing provisions, the Company
has  been advised  that  in the opinion of the Securities
and  Exchange Commission  such indemnification is against
public  policy  as expressed   in   the   Securities  Act
and   is,   therefore, unenforceable.
Item 7.  Exemption From Registration Claimed.
     Inapplicable.
Item 8.  Exhibits
     The exhibits to this registration statement are listed
in the Exhibit Index which appears elsewhere herein and is
hereby incorporated by reference.
Item 9.  Undertakings
     (a)  The Company hereby undertakes:
     (1)   To file, during any period in which offers or
sales are   being   made,  a  post  effective  amendment
to   this registration statement:

     (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933 (the
          Securities Act);
     (ii) To reflect in the prospectus any facts or
          events arising after the effective date of this
          registration statement (or the most recent post
          effective amendment thereof) which,
          individually or in the aggregate, represent a
          fundamental change in the information set
          forth in this registration statement;
     (iii)     To include any material information with
          respect to the plan of distribution not previously
          disclosed in this registration statement or any
          material change to such information in the
          registration statement.
 Provided,  however, that paragraphs (a)(1)(i) and
(a)(1)(ii)
 do  not  apply if the registration statement is on Form  S-
8,
 and  the  information  required to be  included  in  a
post-
 effective  amendment  by  those paragraphs  is  contained
in
 periodic reports filed by the Company pursuant to Section
13
 or Section 15(d) of the Exchange Act that are incorporated
by
 reference in this registration statement.
     (2)   That,  for the purpose of determining any
liability
under  the  Securities Act, each such post-effective
amendment
shall be deemed to be a new registration statement relating
to the  securities  offered therein, and  the  offering  of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
     (3)   To  remove from registration by means  of  a
post-
effective  amendment  any of the securities  being
registered which remain unsold at the termination of the
offering.
     (b)  The Company hereby undertakes that, for purposes
of determining  any  liability under  the  Securities  Act,
each filing  of                 the  Companys annual report
pursuant  to  Section
13(a)  or  Section  15(d)  of the  Exchange  Act  (and,
where applicable,  each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange Act)
that  is incorporated by reference in the registration
statement  shall be  deemed to be a new registration
statement relating to  the securities
offered  therein,  and  the  offering   of
such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
     (c)-(g)   Inapplicable.
     (h)   Insofar as indemnification for liabilities
arising
under  the  Securities  Act  may be  permitted  to
directors,
officers,  and controlling persons of the Company pursuant
to the  provisions described under Item 6 above or
otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such
indemnification is against public policy  as
expressed in the Securities Act and is, therefore,
unenforceable.   In the event that a claim for
indemnification against  such  liabilities (other  than  the
payment  by  the Company  of expenses incurred or paid by a
director,  officer, or controlling person of the Company in
the successful defense of  any  action,  suit, or
proceeding)  is  asserted  by  such director,  officer, or
controlling person in  connection  with the  securities
being registered, the Company will, unless  in the  opinion
of  its counsel the matter has been  settled  by controlling
precedent,  submit  to  a  court  of  appropriate
jurisdiction the question whether such indemnification  by
it is  against  public policy as expressed in the Securities
Act and will be governed by the  final adjudication of such
issue.
     (i)-(j)   Inapplicable.
     
     
     
                         SIGNATURES
                              
  Pursuant to the requirements of the Securities Act of
1933, the  Company  certifies  that it  has  reasonable
grounds  to believe  that it meets all of the requirements
for  filing  on Form S-8 and has duly caused this
registration statement to be signed  on
its  behalf  by  the undersigned,  thereunto  duly
authorized, in the City of Chicago Heights, State of
Illinois, on July 29, 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 Act of  1933,
CFC  International, Inc., which administers the Plan, has duly
caused  this registration statement to be signed on the Plans
behalf  by the undersigned, thereunto duly authorized, in  the
City of Chicago Heights, State of Illinois, on July 29, 1997.

                                CFC INTERNATIONAL, INC. EMPLOYEE
                                SAVINGS AND INVESTMENT PLAN
                                
                                By:  CFC INTERNATIONAL, INC.
                                     Plan Administrator
                                     
                                     By:  /s/ Dennis
                                Lakomy
                                             Dennis Lakomy,
Vice President, Chief
                                Financial Officer,
                                             Secretary, and
                                Treasurer
                        POWER OF ATTORNEY
                                
                                
  Each  person  whose signature appears below hereby  appoints
Roger  F.  Hruby, Dennis W. Lakomy, and Jeffrey E. Norby,  and
each  of  them severally, acting alone and without the others,
his true and lawful attorney-in-fact with authority to execute
in  the  name  of  each  such person  and  to  file  with  the
Securities and Exchange Commission, together with any exhibits
thereto  and other documents therewith, any and all amendments
(including  post-effective amendments)  to  this  registration
statement  necessary or advisable to enable the registrant  to
comply  with the Securities Act of 1933, as amended,  and  any
rules,  regulations, and requirements of  the  Securities  and
Exchange  Commission in respect thereof, which amendments  may
make  such other changes in the registration statement as  the
aforesaid   attorney-in-fact   executing   the   same    deems
appropriate, and any filings pursuant to Rule 462(b) under the
Securities Act of 1933, as amended.

  Pursuant to the requirements of the Securities Act of  1933,
as amended, this registration statement has been signed by the
following  persons  in the capacities indicated  on  July  29,
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,
       Dennis W. Lakomy              Secretary, and Treasurer

Principal Accounting Officer:

               /s/ Jeffrey E. Norby
Controller
       Jeffrey E. Norby

 A Majority of the Directors:

                       /s/        Roger        F.
Hruby Director
        Roger F. Hruby

                     /s/        William        G.
Brown Director
       William G. Brown

                      /s/        Rober       J.
DuPriest Director
      Robert J. DuPriest

             /s/ Dennis W. Lakomy
Director
       Dennis W. Lakomy

                          /s/          Richard
Pierce Director
        Richard Pierce

                    /s/        David       D.
Wesselink
Director
      David D. Wesselink
                    CFC INTERNATIONAL, INC.
                         Exhibit Index

 Exhibit
  Number             Description of Exhibit
            4.1  Restated Certificate of
            Incorporation of the Company
            (incorporated by reference to Exhibit
            3.1 to the Companys registration
            statement on Form S-1, Registration No.
            33-96110)
            4.2  Amended and Restated Bylaws of the
            Company (incorporated by reference to
            Exhibit 3.2 to the Companys registration
            statement on Form S-1, Registration No.
            3396110)
            4.3  Specimen certificate representing
            shares of Common Stock (incorporated by
            reference to Exhibit 4.1 to the Companys
            registration statement on Form
            S-1, Registration No. 33-96110) 4.4  Internal
            Revenue Service determination letter for the
            Plan 23.1 Consent of Price Waterhouse LLP
27.1  Powers of Attorney (included on the
           signature page of this registration statement)

             CONSENT OF INDEPENDENT ACCOUNTANTS

     We  hereby  consent to the incorporation by reference
in this  registration statement on Form S-8 of our  report
dated
February  7,  1997,  which appears  on  page  23  of  the

CFC International, Inc. Form 10-K for the year ended

December  31, 1996.

PRICE WATERHOUSE LLP
Chicago, Illinois
July 30, 1997