Mail Stop 7010



March 6, 2006


Via U.S. mail and facsimile

Mr. Dennis W. Lakomy
Chief Financial Officer
CFC International, Inc.
500 State Street
Chicago Heights, IL 60411

Re:	CFC International, Inc.
Preliminary Information Statement on Schedule 14C
Filed February 24, 2006
File No. 000-27222

Dear Mr. Lakomy:

      We have reviewed your amended filing and your response and
have
the following comments.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us
at the telephone numbers listed at the end of this letter.

1. We read your response to comment four of our letter dated
February
13, 2006 and reissue this comment.  In this regard, we note that
the
Summary and Q&A sections continue to include duplicative
disclosure.
For example, you discuss the material tax consequences in each
section.

2. We read your response to comment nine of our letter dated
February
13, 2006 and reissue this comment.  In this regard, we note that
the
financing does not appear to be assured, especially in light of
the
fact that definitive documents must be negotiated and the closing
conditions satisfied.  Further, we note that there does not appear
to
be any guarantee of CFCI Holdings` obligations by QUAD-C.  Please
note that issue whether financial statements are required is not
necessarily determined by whether the transaction is fair to
shareholders, but by whether the acquirer has demonstrated its
ability to satisfy the cash requirements of the transaction.  See,
for example, Section II.F.2.b. of SEC Release 33-7760 and
Instruction
2(a) to Item 14.
3. We note that Houlihan Lokey`s calculations as to value are made
on
a "minority interest basis."  In this regard, we note the
disclosure
on page 20.  Please discuss the impact of using this "minority
interest basis."

*	*	*	*

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
that is filed on EDGAR with your amendment that keys your
responses
to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.

      Please contact Andrew Schoeffler, Staff Attorney, at (202)
551-
3748 or, in his absence, the undersigned at (202) 551- 3760 with
any
questions.

Sincerely,



Pamela A. Long
Assistant Director


cc:	Mr. Michael J. Boland
Holland & Knight, LLP
131 South Dearborn Street
30th Floor
Chicago, IL 60603
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Mr. Dennis W. Lakomy
CFC International, Inc.
March 6, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE