[CONFORMED COPY]

                           FORM 10-QSB/A
                         Amendment No 1 to
                            Form 10-QSB

                 SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

             Quarterly Report under Section 13 or 15(d)
             of the Securities Exchange Act of 1934

For Quarter Ended:	March 31, 2001
Commission File Number:	0-4728

                ARROW-MAGNOLIA INTERNATIONAL, INC.

(Exact name of small business issuer as specified in its charter)

	                       Texas

 (State or other jurisdiction of incorporation or organization)

                          75-0408335

            (I.R.S. Employer Identification No.)

            2646 Rodney Lane, Dallas, Texas 75229

          (Address of principal executive offices)

                    (972) 247-7111

      (Issuer's telephone number, including area code)

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

                        X
                       ---        ---
                       Yes        No

Number of common shares outstanding as of March 31, 2001:

               Common Stock, $0.10 par value, 3,248,566 shares

<PAGE>

Amendments have been made to Item 1 and Item 2 as follows:

<PAGE>

Item 1. Financial Statements.

              ARROW-MAGNOLIA INTERNATIONAL, INC.

                  CONDENSED BALANCE SHEETS
            MARCH 31, 2001 AND DECEMBER 31, 2000
<TABLE>
                                  March 30,     December 31,
                                    2001          2000
                                 -----------    -----------
                                 (unaudited)
<S>                                  <C>           <C>
Assets
Current assets:

   Cash and cash equivalents      $2,402,526     $2,509,660
   Short-term investments            300,000        300,000
   Trade accounts receivable,
     less allowance for doubtful
     accounts of $469,078 in 2001
     and $497,245 in 2000          3,140,253      2,780,628
   Inventories                       907,323        671,872
   Prepaid income taxes                    -         59,141
   Deferred income taxes             210,600        216,600
   Other assets                      103,706         20,807
                                  ----------     ----------

        Total current assets       7,064,408      6,558,708

Property and equipment - cost      3,842,560      3,835,332
Accumulated depreciation          (1,383,331)    (1,303,331)

Intangible assets, net               117,588        119,106
Notes receivable                      44,806         53,176
Deferred income taxes                 37,300         43,800
Other assets, at cost                  1,850          1,850
                                  ----------     ----------
        Total assets              $9,725,181     $9,308,641
                                  ==========     ==========

        Liabilities and stockholders' equity

Current liabilities:
   Accounts payable               $  701,259     $  715,757
   Accrued liabilities               345,369        252,722
   Income taxes payable               90,863         22,304
                                  ----------     ----------
        Total current liabilities $1,137,491     $  990,783

Environmental remediation liability  250,000         250,000
Deferred compensation                104,500        104,500
                                  ----------     ----------
        Total liabilities         $1,491,991     $1,345,283
                                  ----------     ----------
Stockholders' equity:
   Preferred stock - par value
     $.10; authorized 500,000
     shares; none issued          $        -     $        -
   Common stock - par value
     $.10; authorized 10,000,000
     shares; issued 3,262,066
     shares in 2001 and 3,262,066
     shares in 2000                  326,207        326,207
   Additional paid-in capital      5,607,214      5,607,214
   Retained earnings               2,361,237      2,091,405
   Less cost of 13,500 shares
     of common stock in treasury     (61,468)       (61,468)
                                  ----------     ----------
       Total stockholders' equity $8,233,190     $7,963,358
                                  ----------     ----------
       Total liabilities and
         stockholders' equity     $9,725,181     $9,308,641
                                  ==========     ==========
</TABLE>
See accompanying notes to condensed financial statements.

<PAGE>


               ARROW-MAGNOLIA INTERNATIONAL, INC.

                 CONDENSED STATEMENTS OF INCOME
        FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
 <TABLE>
                                     2001            2000
                                  ----------     ----------
                                  (unaudited)    (unaudited)
<S>                                   <C>           <C>
Net sales                         $3,436,281     $3,516,082
Cost of sales                      1,752,742      1,919,103
                                  ----------     ----------
        Gross profit              $1,683,539     $1,596,979

General and administrative
  expenses                         1,303,304      1,117,839
                                  ----------     ----------
Income before other
  income (expense)                $  380,235     $  479,140
                                  ----------     ----------
Other income (expense)
   Interest income                    29,797         31,048
   Other income                            -          3,034
                                  ----------     ----------
        Total other income
          (expense)               $   29,797     $   34,082
                                  ----------     ----------
Income before income taxes        $  410,032     $  513,222
                                  ----------     ----------
Provision for income taxes:
   Current expense                $  127,700     $  217,900
   Deferred expense (benefit)         12,500        (37,800)
                                  ----------     ----------
                                  $  140,200     $  180,100
                                  ----------     ----------
Net income                        $  269,832     $  333,122
                                  ==========     ==========
Earnings per common share:
   Basic                          $     0.08     $     0.10
                                  ==========     ==========
   Diluted                        $     0.07     $     0.09
                                  ==========     ==========
Weighted average common
   shares outstanding:
   Basic                           3,248,566      3,248,566
                                  ==========     ==========
   Diluted                         3,617,915      3,644,759
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>

                 ARROW-MAGNOLIA INTERNATIONAL, INC.

                CONDENSED STATEMENTS OF CASH FLOWS
        FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
<TABLE>
                                     2001            2000
                                  ----------     ----------
                                  (unaudited)    (unaudited)
<S>                                  <C>             <C>
Cash flows from operating
  activities:
   Net income                     $  269,832     $  333,122

   Adjustments to reconcile
     net income to net cash
     provided by operating activities:
    Depreciation and amortization     81,518        59,039
    Deferred income taxes             12,500       (37,800)
    Provision for doubtful accounts   87,885        76,063

   Changes in operating assets and
     liabilities:
      Receivables                   (447,510)     (520,004)
      Inventories                   (235,451)      (44,247)
      Prepaid income taxes            59,141        79,961
      Other assets                   (63,863)        9,247
      Accounts payable               (14,498)       22,335
      Accrued liabilities             92,647       (81,401)
      Income taxes payable            68,559       137,939
                                   ---------     ---------
         Net cash (used) provided
           by operating activities $ (89,240)    $  34,254
                                   ---------     ---------
Cash flows from investing activities:
   Increase in employee loans        (19,036)            -
   Decrease in note receivable         8,370             -
   Acquisition of property and
     equipment                        (7,228)      (95,220)
                                   ---------     ---------
         Net cash (used) by
           investing activities    $ (17,894)    $ (95,220)
                                   ---------     ---------

Net (decrease) in cash and
  cash equivalents                 $(107,134)    $ (60,966)

Cash and cash equivalents:
   Beginning of period             2,509,660    2,710,341
                                  ----------   ----------
   End of period                   2,402,526    2,649,375
                                  ==========   ==========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>

            ARROW-MAGNOLIA INTERNATIONAL, INC.

           NOTES TO CONDENSED FINANCIAL STATEMENTS
                       (Unaudited)

(1)	Basis of Presentation

The quarterly financial information included herein is unaudited; however,
such information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary for
a fair statement of results for the interim period.

(2)	Earnings Per Share

The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 128, Earnings Per Share, during 1997 and retroactively
restated all per share amounts.  SFAS No. 128 reporting requirements replace
primary and fully-diluted earnings per share (EPS) with basic and diluted EPS.
Basic EPS is calculated by dividing net income (available to common
stockholders) by the weighted average number of common shares outstanding for
the period.  Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock.

(3)	Environmental remediation

As a result of an environmental site investigation conducted by an outside
engineering firm during 2000, the Company discovered that certain regulated
chemicals exist in the soils and ground water underneath its facilities.  It
appears that this contamination was the result of activities that took place
prior to 1985, when current management assumed control of the Company.  Based
on this investigation, the Company believes it is likely that it will incur
costs for investigation and monitoring and, possibly, environmental
remediation costs. At this time, it is not possible to accurately estimate the
amount of such liability because the discovery is still in an investigatory
stage and the extent of possible contamination has not been determined.
However, management has determined that $250,000 is its best estimate of the
costs for continuing investigation and potential remediation.  Accordingly,
$250,000 has been accrued at December 31, 2000.  It is at least reasonably
possible that this estimate of future costs will change and the change could be
material.

On March 2, 2001, the Company notified the Texas Natural Resource Conservation
Commission (TNRCC) of the results of this investigation and that it intends to
apply for the Voluntary Cleanup Program during 2001.  Subject to approval from
the TNRCC, the Company plans to conduct further investigations into the
contamination, after which time, the Company believes it should be able to
reasonably estimate the potential costs of the environmental remediation.

The Company has not been subjected to any claims or assessments with respect
to this environmental issue.

<PAGE>

Item 2.   Management's Discussion and Analysis or Plan of Operation.

Material Changes in Financial Condition.

	The Company's working capital (total current assets less total current
liabilities), which was $5,567,925 as of December 31, 2000, increased to
$5,926,917 as of March 31, 2001.   The increase in working capital was
primarily the result of increased trade accounts receivable resulting from
sales made in connection with trade shows attended during the first quarter
that were billed late in the quarter and increased inventories of equipment
required to support chemical sales, partially offset by increased accounts
payable and increased income taxes payable.

	The Company's cash flow from operating activities for the three months
used $89,240 as funds used to fund increased accounts receivable and
inventories as explained above exceeded cash generated from earnings and
depreciation. A total of $17,894 was also utilized as investments to provide
loans to employees and to acquire property and equipment. The resulting
decrease in cash for the quarter was $107,134.

	During 2000, the Company learned for the first time that the soil and
groundwater underlying its facility in Dallas, Texas had been impacted
historically, prior to 1985 when present management assumed control of the
Company, with chemicals regulated under the environmental laws.    The extent
of the contamination is not yet known. The Company entered the Voluntary
Cleanup Program offered by the Texas Natural Resources Conservation
Commission ("TNRCC") during 2001 and is causing additional studies to be
performed to delineate the extent of the chemicals and to determine whether
any remediation will be necessary and its nature and extent.  The Company
has accrued an expense reserve of $250,000 during fiscal 2000 in anticipation
of potential costs related to the environmental contamination.  Such amount
will be reviewed from time to time as more information becomes available to
the Company and may be adjusted as conditions warrant.

	The Company believes that its present financing is adequate for its
capital needs for the foreseeable future.

Material Changes in Results of Operations

	Net sales for the three months ended March 31, 2001 decreased to
$3,436,281 from $3,516,082, or 2.3%, from the same period of 2000.   The
Company attributes this fall to the unusually harsh weather experienced during
the first quarter, which reduced demand for many of the Company's products
used in outdoor applications.

	Cost of sales as a percentage of net sales decreased to 51.0% of net
sales for the three months ended March 31, 2001 as compared to 54.6% of net
sales for the same period of 2000. Cost of goods sold decreased as a result of
introduction of new products commanding higher margins and savings associated
with purchases of raw material and equipment.

	As a result, gross profit increased by 5.4% to $1,683,539 from
$1,596,979 for the three months ended March 31, 2001 versus the comparable
period of fiscal 2000.

 	General and administrative expenses increased by $185,465, or 16.6%, for
the comparable three-month periods of 2001 and 2000.  The increase resulted
primarily from increased administrative salaries (an increase year to year of
approximately $89,000), a nonrecurring increase in expenses associated with
the self-insured portion of the Company's hospitalization plan (approximately
$44,000), increase travel expenses during the quarter (approximately $33,000)
and increased ad valorem taxes on the Company's facility resulting from
improvements made during 2000 (approximately $9,000).

	As a result of these factors, net income fell for the comparable three
months periods to $269,832 from $333,122, or 19.0%.

<PAGE>



                            SIGNATURE

	Pursuant to the requirement of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.


						ARROW-MAGNOLIA INTERNATIONAL, INC.



                                    By:   /s/ Mark I. Kenner
                                       ----------------------------------
                                       Mark I. Kenner, Vice Chairman and
	                                 Chief Executive Officer
			                     (Principal Executive Officer)

						By:   /s/ Fred Kenner
		                           ----------------------------------
				               Fred Kenner, President and
                   	               Chief Operating Officer
				               (Principal Financial and
				               Accounting Officer)


Dated:  April 12, 2002