VIA FACSIMILE AND U.S. MAIL

                                                     April 22,
2005

Dennis W. Lakomy
Executive Vice President and Chief Financial Officer
CFC International, Inc.
500 State Street
Chicago Heights, Illinois 60411

	RE:	Form 10-K for the fiscal year ended December 31, 2004
      File No. 0-27222

Dear Mr. Lakomy:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be
included in your future filings.







Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 23

2. You discuss the business reasons for changes between periods in
your financial statement line items.  However, in certain
circumstances where there is more than one business reason for the
change, you should quantify the incremental impact of each
individual
business reason discussed on the overall change in the line item
if
possible.  Please quantify each business reason where practical.
Refer to Item 303(a)(3) of Regulation S-K and Financial Reporting
Codification 501.04.

Significant Accounting Policies

Intangible Assets, page 29

3. Please expand your discussion of intangible assets to include
the
significant judgments involved with the evaluation of your assets
for
impairment.  Please include a discussion of how your assets are
evaluated for potential impairment, how impairment indicators are
evaluated, and how the fair value of your long-lived assets is
determined.

Revenue Recognition, page 29

4. You indicate that for certain transactions revenue is
recognized
upon completion of manufacturing or upon use by the customer.
Please
explain the types of transactions in which revenue is recognized
upon
completion of manufacturing or upon use by the customer.  Please
also
provide accounting literature to support your recognition of
revenue
upon completion of manufacturing.

Liquidity and Capital Resources

Contractual Cash Obligations, page 32

5. Please revise your table of contractual cash obligations to
include estimated payments under your interest rate swap
agreements.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.

6. You indicated that your total operating lease obligations was
$1,276,352 as of December 31, 2004.  However, your total operating
lease obligations was $4,164,375 as of December 31, 2003. Please
tell
us the reason for the significant change in your operating lease
obligations from the prior year to the current year.


Financial Statements

Note 3 - Significant Accounting Policies

Warranty Costs, page 45

7. Please disclose the information required by paragraph 14 of FIN
45
regarding your product warranty costs.

SFAS No. 123, page 45

8. Please disclose your comparisons of as reported earnings
amounts
to the pro forma net (loss) income amounts as if you had fully
adopted SFAS 123.  Please be sure to include each of the line
items
required by paragraphs 45.c.(1) to (4) of SFAS 123, as amended by
SFAS 148.

Note 5 - Long-Term Debt and Other Liabilities, page 48

9. You indicate that you are in compliance with or have obtained
waivers for the covenants of various credit agreements.  Please
disclose how frequently your compliance with your debt covenants
is
required to be assessed under your debt agreements and the results
of
those assessments subsequent to December 31, 2004.  Please
disclose
whether you violated one or more debt covenants as of March 31,
2005
and whether additional waivers were required.  Please disclose the
date you obtained each waiver and the terms and duration of each
waiver.  Supplementally tell us whether it was probable that you
would not be able to comply with each of the violated covenants at
subsequent measurement dates within the twelve months following
December 31, 2004 and within the twelve months following March 31,
2005.  Please tell us how you have classified each credit
agreement
as of each balance sheet date.  While SFAS 78 directs that the
probability of future compliance with a covenant be considered,
the
probability of a future waiver or covenant amendment is not
relevant
to debt classification.

Exhibits 31.1 and 31.2

10. Please confirm that the inclusion of your CEO and CFO`s title
was
not intended to limit the capacity in which such individuals
provided
the certifications.  Please remove the reference to the CEO and
CFO`s
titles in the introductory paragraph of the certifications to
conform
to the format provided in Item 601(b)(31) of Regulation S-K.





*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Ernest Greene, Staff Accountant, at (202) 942-8091
or,
in his absence, to the undersigned at (202) 942-1774.

							Sincerely,



							Rufus Decker
      						Accounting Branch Chief

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Mr. Dennis W. Lakomy
April 22, 2005
Page 1 of 4



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE