As filed with the Securities and Exchange Commission on April 30, 2001

                    Registration Statement No. ______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

         Delaware                                       36-3434526
  (State of Incorporation)                 (I.R.S. Employer Identification No.)


500 State Street, Chicago Heights, Illinois                            60411
(Address of Principal Executive Offices)                             (Zip Code)

            CFC INTERNATIONAL, INC. 2000 DIRECTORS' STOCK OPTION PLAN
                 CFC INTERNATIONAL, INC. 2000 STOCK OPTION PLAN
                            (Full title of the plans)

                                 Roger F. Hruby
                     Chairman of the Board of Directors and
                             Chief Executive Officer
                             CFC International, Inc.
                                500 State Street
                         Chicago Heights, Illinois 60411
 (Name, address and telephone number, including area code, of agent for service)
                                 (708) 891-3456

                                   Copies to:
                                Michael J. Boland
                              McBride Baker & Coles
                       500 West Madison Street, 40th Floor
                             Chicago, Illinois 60661
            (Name, address and telephone number, including area code)
                                 (312) 715-5744

                         Calculation of Registration Fee
         Title                        Proposed      Proposed
          of                           Maximum       Maximum          Amount
      Securities        Amount        Offering      Aggregate           of
         to be          To Be         Price Per     Offering       Registration
      Registered      Registered      Share (1)     Price (1)           Fee
      ----------      ----------      ---------     ---------           ---

Common Stock            200,000       $________     $________       $264.00
$.01 Par Value
(1)      Estimated solely for purposes of calculating the registration fee and
         based on average of the high and low prices as reported by the NASDAQ
         National Market System on April 30, 2001.




<PAGE>


          PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Company  hereby  incorporates  by  reference  into  this  registration
statement  the  following  documents  filed  with the  Securities  and  Exchange
Commission (the "Commission") (File Number 0-27222):

     (a) The  Company's  Annual  Report on Form 10-K filed  pursuant  to Section
13(a) of the Securities Exchange Act of 1934 as amended (the "Exchange Act") for
the fiscal year ended December 30, 2000;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(b) of the
Exchange  Act since the end of the fiscal year covered by the  Company's  fiscal
year ended December 30, 2000; and

     (c) The  description  of the  Company's  Common  Stock as  contained in the
Company's  registration  statements filed under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Securities Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  remaining  unsold,  shall be deemed to be  incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  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 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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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 Company's  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  international  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.

     In addition  to such other  rights of  indemnification  as they may have as
directors, each of the CFC International, Inc. 2000 Directors' Stock Option Plan
and the CFC  International,  Inc. 2000 Stock Option Plan (the "Plans")  provides
that  the  members  of  the  committee  which  administers  the  Plan  shall  be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and  necessarily  incurred in  connection  with the defense of any
action,  suit or proceeding,  or in connection with any appeal therein, to which
they or any of them may be a party by reason of any  action  taken or failure to
act under or in connection with the Plans or any option granted thereunder,  and
against  amounts  paid  by  them  in  settlement  thereof  or  paid  by  them in
satisfaction of a judgment in any such action, suit or proceeding.

ITEM 8.  EXHIBITS

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

         4.1                  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)

         4.2                  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. 3396110)

         4.3                  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)

         5                    Opinion of Counsel regarding Legality

         23.1                 Consent of  Counsel  (contained  in the  opinion
                              filed as Exhibit 5 to this Registration Statement)

         23.2                 Independent Accountant's Consent

         27.1                 Power of Attorney (included on the signature page
                              of this Registration Statement)


ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

         (1)   to file,  during any period in which offers or sales are being
               made, a post-effective  amendment to this Registration
               Statement:

               (a) to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

               (b) 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. Notwithstanding the foregoing, any increase or
               decrease in volume of securities offered (if the total dollar
               value of securities offered would not exceed that which was
               registered) and any deviation from the low or high end of the
               estimated maximum offering range may be reflected in the form
               of prospectus filed with the Commission pursuant to Rule
               424(b) promulgated under the Securities Act if, in the
               aggregate, the changes in volume and price represent no more
               than a 20% change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in the
               effective registration statement.

               (c) 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 this Registration Statement;

               provided, however, that paragraphs (1)(a) and (1)(b) do not
               apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant to Section
               13 or 15(d) of the Exchange Act of 1934, as amended (the
               "Exchange Act"), that are incorporated by reference in the
               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; and

         (4)   that, for purposes of determining any liability under the
               Securities Act, each filing of the Registrant's annual report
               pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
               where applicable, each filing of an employee benefit plan's
               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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is again  public  policy as  expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant 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 of 1933 and will be governed by the
final adjudication of such issue.

<PAGE>


                                   SIGNATURES
                                   ----------


     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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 Chicago  Heights,  State of  Illinois,  on this 30th day of
April, 2001.

                             CFC INTERNATIONAL, INC.


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


                        POWER OF ATTORNEY AND SIGNATURES
                        --------------------------------


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below, in his or her capacity as an officer and/or director (as set forth below)
of CFC International, Inc., a Delaware corporation (the "Corporation"), which is
about  to  file  with  the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of  the  Securities  Act  of  1933 a
Registration  Statement  on  Form  S-8,  for  shares  of  Common  Stock  of  the
Corporation  or other  interests  under the CFC  International,  Inc. 2000 Stock
Option Plan and CFC  International,  Inc. 2000 Directors' Stock Option Plan (the
"Plans"),  hereby  constitutes and appoints Roger F. Hruby and Dennis W. Lakomy,
and each of them, each with the full power of substitution and  re-substitution,
as his or her true and lawful attorney-in-fact and agent, with full power to act
for the undersigned and in the name, place and stead of the undersigned,  in any
and all  capacities,  to  sign,  or  cause  to be  signed  electronically,  said
Registration  Statement  and  any  and  all  amendments  to  the  aforementioned
Registration  Statement and to file said  Registration  Statement and amendments
thereto so signed with all exhibits thereto, as well as to prepare,  execute and
file any and all other documents in connection with such Plans with the SEC, all
state  securities  authorities  under  the blue sky and  securities  laws of the
States of the United  States of America,  and The NASDAQ  Stock  Market,  hereby
granting unto said attorney-in-fact and agent full power and authority to do and
perform any and all acts and things  requisite  and  necessary to be done in and
about the  premises,  as fully to all  intents and  purposes as the  undersigned
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.


   Signature                      Title                             Date
   ---------                      -----                             ----
/s/ Roger F. Hruby       Chairman of the Board of Directors,
Roger F. Hruby           Chief Executive Officer and Director   April 30, 2001
                         (Principal Executive Officer)

/s/Richard L. Garthwaite President, Chief Operating Officer     April 30, 2001
Richard L. Garthwaite    and Director (Principal Operating
                         Officer)

/s/Dennis W. Lakomy      Executive Vice President,              April 30, 2001
Dennis W. Lakomy         Chief  Financial  Officer,
                         Secretary, Treasurer and Director
                         (Principal Financial Officer)

/s/Jeffrey E. Norby      Vice  President,   Controller          April 30, 2001
Jeffrey E. Norby         (Principal  Accounting Officer)

/s/William G. Brown      Director                               April 30, 2001
William G. Brown

/s/Robert B. Covalt      Director                               April 30, 2001
Robert B. Covalt

/s/Richard Pierce        Director                               April 30, 2001
Richard Pierce

/s/David D. Wesselink    Director                               April 30, 2001
David D. Wesselink





<PAGE>


                                  EXHIBIT INDEX

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

4.1                 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)

4.2                 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. 3396110)

4.3                 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)

5                   Opinion of Counsel regarding Legality

23.1                Consent of  Counsel  (contained  in the  opinion  filed as
                    Exhibit 5 to this  Registration Statement)

23.2                Independent Accountant's Consent

27.1                Power of Attorney (included on the signature page of this
                    Registration Statement)



<PAGE>
                                                                 Exhibit 5


                       [McBride Baker & Coles Letterhead]

                                                            April 30, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Ladies and Gentlemen:

     We are counsel to CFC  International,  Inc.,  a Delaware  corporation  (the
"Company").  The  Company  is  filing  a  Registration  Statement  on  Form  S-8
("Registration  Statement")  under the  Securities  Act of 1933, as amended (the
"Act"),  in connection with the registration  under the Act of 200,000 shares of
Common  Stock,  par value $.01 per share of the  Company  (the  "Shares")  to be
issued pursuant to awards under the Company's 2000 Directors'  Stock Option Plan
and 2000 Stock Option Plan (the "Plans").

     Assuming  the  Registration  Statement  is filed with and  accepted  by the
Securities  and  Exchange  Commission,  the Shares,  when issued and paid for in
accordance   with  the   Plans,   will  be  legally   issued,   fully  paid  and
non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and the  reference to our firm under the heading  "Legal
Opinions" in the Registration Statement.

                                              Very truly yours,

                                              /s/ McBride Baker & Coles





<PAGE>



                                                                 Exhibit 23.2

                     [PricewaterhouseCoopers LLP Letterhead]


                       Consent of Independent Accountants


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement of CFC  International,  Inc. on Form S-8 of our report dated  February
15, 2001 on our audits of the  consolidated  financial  statements and financial
statement schedule of CFC International,  Inc. as of December 31, 2000 and 1999,
and for the years  ended  December  31,  2000,  1999 and 1998,  which  report is
included in the Annual Report on Form 10-K.
                                                /s/ PricewaterhouseCoopers LLP


Chicago, Illinois
April 30, 2001
[{"type": "S-8", "sequence": "1", "filename": "form8s.txt", "description": "CFC INTERNATIONAL, INC. FORM S-8", "secsgml_size_bytes": 22339}]
{"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": "333-60018", "film-number": "1619914"}, "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"}}
As filed with the Securities and Exchange Commission on April 30, 2001

                    Registration Statement No. ______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

         Delaware                                       36-3434526
  (State of Incorporation)                 (I.R.S. Employer Identification No.)

500 State Street, Chicago Heights, Illinois                            60411
(Address of Principal Executive Offices)                             (Zip Code)

            CFC INTERNATIONAL, INC. 2000 DIRECTORS' STOCK OPTION PLAN
                 CFC INTERNATIONAL, INC. 2000 STOCK OPTION PLAN
                            (Full title of the plans)

                                 Roger F. Hruby
                     Chairman of the Board of Directors and
                             Chief Executive Officer
                             CFC International, Inc.
                                500 State Street
                         Chicago Heights, Illinois 60411
 (Name, address and telephone number, including area code, of agent for service)
                                 (708) 891-3456

                                   Copies to:
                                Michael J. Boland
                              McBride Baker & Coles
                       500 West Madison Street, 40th Floor
                             Chicago, Illinois 60661
            (Name, address and telephone number, including area code)
                                 (312) 715-5744

                         Calculation of Registration Fee
         Title                        Proposed      Proposed
          of                           Maximum       Maximum          Amount
      Securities        Amount        Offering      Aggregate           of
         to be          To Be         Price Per     Offering       Registration
      Registered      Registered      Share (1)     Price (1)           Fee
      ----------      ----------      ---------     ---------           ---

Common Stock            200,000       $________     $________       $264.00
$.01 Par Value
(1)      Estimated solely for purposes of calculating the registration fee and
         based on average of the high and low prices as reported by the NASDAQ
         National Market System on April 30, 2001.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  Company  hereby  incorporates  by  reference  into  this  registration
statement  the  following  documents  filed  with the  Securities  and  Exchange
Commission (the "Commission") (File Number 0-27222):

     (a) The  Company's  Annual  Report on Form 10-K filed  pursuant  to Section
13(a) of the Securities Exchange Act of 1934 as amended (the "Exchange Act") for
the fiscal year ended December 30, 2000;

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(b) of the
Exchange  Act since the end of the fiscal year covered by the  Company's  fiscal
year ended December 30, 2000; and

     (c) The  description  of the  Company's  Common  Stock as  contained in the
Company's  registration  statements filed under the Exchange Act,  including any
amendment or report filed for the purpose of updating such description.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Securities Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  remaining  unsold,  shall be deemed to be  incorporated by reference
herein and to be a part hereof  from the date of the filing of such  reports and
documents.  Any  statement  contained  in  a  document  incorporated  herein  by
reference  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 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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     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 Company's  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  international  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.

     In addition  to such other  rights of  indemnification  as they may have as
directors, each of the CFC International, Inc. 2000 Directors' Stock Option Plan
and the CFC  International,  Inc. 2000 Stock Option Plan (the "Plans")  provides
that  the  members  of  the  committee  which  administers  the  Plan  shall  be
indemnified by the Company against the reasonable expenses, including attorneys'
fees actually and  necessarily  incurred in  connection  with the defense of any
action,  suit or proceeding,  or in connection with any appeal therein, to which
they or any of them may be a party by reason of any  action  taken or failure to
act under or in connection with the Plans or any option granted thereunder,  and
against  amounts  paid  by  them  in  settlement  thereof  or  paid  by  them in
satisfaction of a judgment in any such action, suit or proceeding.

ITEM 8.  EXHIBITS

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

         4.1                  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)

         4.2                  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. 3396110)

         4.3                  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)

         5                    Opinion of Counsel regarding Legality

         23.1                 Consent of  Counsel  (contained  in the  opinion
                              filed as Exhibit 5 to this Registration Statement)

         23.2                 Independent Accountant's Consent

         27.1                 Power of Attorney (included on the signature page
                              of this Registration Statement)

ITEM 9.  UNDERTAKINGS

The undersigned Registrant hereby undertakes:

         (1)   to file,  during any period in which offers or sales are being
               made, a post-effective  amendment to this Registration
               Statement:

               (a) to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

               (b) 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. Notwithstanding the foregoing, any increase or
               decrease in volume of securities offered (if the total dollar
               value of securities offered would not exceed that which was
               registered) and any deviation from the low or high end of the
               estimated maximum offering range may be reflected in the form
               of prospectus filed with the Commission pursuant to Rule
               424(b) promulgated under the Securities Act if, in the
               aggregate, the changes in volume and price represent no more
               than a 20% change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in the
               effective registration statement.

               (c) 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 this Registration Statement;

               provided, however, that paragraphs (1)(a) and (1)(b) do not
               apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed by the Registrant pursuant to Section
               13 or 15(d) of the Exchange Act of 1934, as amended (the
               "Exchange Act"), that are incorporated by reference in the
               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; and

         (4)   that, for purposes of determining any liability under the
               Securities Act, each filing of the Registrant's annual report
               pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
               where applicable, each filing of an employee benefit plan's
               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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is again  public  policy as  expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant 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 registrant 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 of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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 Chicago  Heights,  State of  Illinois,  on this 30th day of
April, 2001.

                             CFC INTERNATIONAL, INC.

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

                        POWER OF ATTORNEY AND SIGNATURES
                        --------------------------------

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below, in his or her capacity as an officer and/or director (as set forth below)
of CFC International, Inc., a Delaware corporation (the "Corporation"), which is
about  to  file  with  the  Securities  and  Exchange  Commission  (the  "SEC"),
Washington,  D.C.,  under  the  provisions  of  the  Securities  Act  of  1933 a
Registration  Statement  on  Form  S-8,  for  shares  of  Common  Stock  of  the
Corporation  or other  interests  under the CFC  International,  Inc. 2000 Stock
Option Plan and CFC  International,  Inc. 2000 Directors' Stock Option Plan (the
"Plans"),  hereby  constitutes and appoints Roger F. Hruby and Dennis W. Lakomy,
and each of them, each with the full power of substitution and  re-substitution,
as his or her true and lawful attorney-in-fact and agent, with full power to act
for the undersigned and in the name, place and stead of the undersigned,  in any
and all  capacities,  to  sign,  or  cause  to be  signed  electronically,  said
Registration  Statement  and  any  and  all  amendments  to  the  aforementioned
Registration  Statement and to file said  Registration  Statement and amendments
thereto so signed with all exhibits thereto, as well as to prepare,  execute and
file any and all other documents in connection with such Plans with the SEC, all
state  securities  authorities  under  the blue sky and  securities  laws of the
States of the United  States of America,  and The NASDAQ  Stock  Market,  hereby
granting unto said attorney-in-fact and agent full power and authority to do and
perform any and all acts and things  requisite  and  necessary to be done in and
about the  premises,  as fully to all  intents and  purposes as the  undersigned
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

   Signature                      Title                             Date
   ---------                      -----                             ----
/s/ Roger F. Hruby       Chairman of the Board of Directors,
Roger F. Hruby           Chief Executive Officer and Director   April 30, 2001
                         (Principal Executive Officer)

/s/Richard L. Garthwaite President, Chief Operating Officer     April 30, 2001
Richard L. Garthwaite    and Director (Principal Operating
                         Officer)

/s/Dennis W. Lakomy      Executive Vice President,              April 30, 2001
Dennis W. Lakomy         Chief  Financial  Officer,
                         Secretary, Treasurer and Director
                         (Principal Financial Officer)

/s/Jeffrey E. Norby      Vice  President,   Controller          April 30, 2001
Jeffrey E. Norby         (Principal  Accounting Officer)

/s/William G. Brown      Director                               April 30, 2001
William G. Brown

/s/Robert B. Covalt      Director                               April 30, 2001
Robert B. Covalt

/s/Richard Pierce        Director                               April 30, 2001
Richard Pierce

/s/David D. Wesselink    Director                               April 30, 2001
David D. Wesselink
EXHIBIT INDEX

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

4.1                 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)

4.2                 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. 3396110)

4.3                 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)

5                   Opinion of Counsel regarding Legality

23.1                Consent of  Counsel  (contained  in the  opinion  filed as
                    Exhibit 5 to this  Registration Statement)

23.2                Independent Accountant's Consent

27.1                Power of Attorney (included on the signature page of this
                    Registration Statement)
Exhibit 5

                       [McBride Baker & Coles Letterhead]

                                                            April 30, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Ladies and Gentlemen:

     We are counsel to CFC  International,  Inc.,  a Delaware  corporation  (the
"Company").  The  Company  is  filing  a  Registration  Statement  on  Form  S-8
("Registration  Statement")  under the  Securities  Act of 1933, as amended (the
"Act"),  in connection with the registration  under the Act of 200,000 shares of
Common  Stock,  par value $.01 per share of the  Company  (the  "Shares")  to be
issued pursuant to awards under the Company's 2000 Directors'  Stock Option Plan
and 2000 Stock Option Plan (the "Plans").

     Assuming  the  Registration  Statement  is filed with and  accepted  by the
Securities  and  Exchange  Commission,  the Shares,  when issued and paid for in
accordance   with  the   Plans,   will  be  legally   issued,   fully  paid  and
non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and the  reference to our firm under the heading  "Legal
Opinions" in the Registration Statement.

                                              Very truly yours,

                                              /s/ McBride Baker & Coles
Exhibit 23.2

                     [PricewaterhouseCoopers LLP Letterhead]

                       Consent of Independent Accountants

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement of CFC  International,  Inc. on Form S-8 of our report dated  February
15, 2001 on our audits of the  consolidated  financial  statements and financial
statement schedule of CFC International,  Inc. as of December 31, 2000 and 1999,
and for the years  ended  December  31,  2000,  1999 and 1998,  which  report is
included in the Annual Report on Form 10-K.
                                                /s/ PricewaterhouseCoopers LLP

Chicago, Illinois
April 30, 2001