[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:	September 30, 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 September 30, 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>
              ARROW-MAGNOLIA INTERNATIONAL, INC.

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

   Cash and cash equivalents            $2,169,920     $2,509,660
   Short-term investments                  300,000        300,000
   Trade accounts receivable, less
     allowance for doubtful
     accounts of $504,412 in 2001 and
     $497,245 in 2000                    3,179,742      2,780,628
   Inventories                           1,242,463        671,872
   Prepaid income taxes                    154,752         59,141
   Deferred income taxes                   244,700        216,600
   Other assets                             18,545         20,807
                                       -----------    -----------
        Total current assets            $7,310,122     $6,558,708

Property and equipment, cost             3,875,928      3,835,332
Accumulated depreciation                (1,538,832)    (1,303,331)

Intangible assets, net                     114,552        119,106
Notes receivable                            32,116         53,176
Deferred income taxes                       21,200         43,800
Other assets, at cost                        1,850          1,850
                                       -----------    -----------
        Total assets                    $9,816,936     $9,308,641
                                       ===========    ===========
        Liabilities and stockholders' equity

Current liabilities:

   Accounts payable                       $750,487       $715,757
   Accrued liabilities                     242,435        252,722
   Income taxes payable                     32,407         22,304
                                       -----------    -----------
        Total current liabilities       $1,025,329       $990,783


Environmental remediation liability        250,000        250,000
Deferred compensation                      104,500        104,500
                                       -----------    -----------
        Total liabilities               $1,379,829     $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                     2,565,154      2,091,405
   Less cost of 13,500 shares of common
     stock in treasury                     (61,468)       (61,468)
                                       -----------     ----------
       Total stockholders' equity       $8,437,107     $7,963,358
                                       -----------     ----------
       Total liabilities and
         stockholders' equity           $9,816,936     $9,308,641
                                       ===========     ==========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE>

                ARROW-MAGNOLIA INTERNATIONAL, INC.
                  CONDENSED STATEMENTS OF INCOME
    FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2001 AND
2000
<TABLE>
                      Nine months ended       Three months ended

                        September 30,            September 30,
                   ----------------------  -----------------------
                      2001        2000       2001       2000
                   (unaudited) (unaudited) (unaudited) (unaudited)
                   ----------  ----------  ----------  ----------
<S>                 <C>         <C>           <C>        <C>
Net Sales         $10,714,278 $11,165,438  $3,750,802  $3,873,756
Cost of sales       5,943,194   6,133,706   2,073,582   2,062,472
                   ----------  ----------  ----------  ----------
  Gross Profit     $4,771,084  $5,031,732  $1,677,220  $1,811,284

General and
  administrative
  expenses          3,976,470   3,625,738   1,353,704   1,313,143
Settlement of
  lawsuit             125,000           -           -           -
                   ----------  ----------   ---------  ----------
Income before other
income (expense      $669,614  $1,405,994    $323,516    $498,141
                   ----------  ----------  ----------  ----------
Other income (expense)
 Interest expense    $      -    $      -    $      -    $      -
 Interest income       75,318     117,467      18,464      32,159
 Other income            (183)      5,619        (609)      2,575
                   ----------  ----------  ----------  ----------
 Total other
 income (expense)    $ 75,135   $ 123,086     $17,855     $34,734
                   ----------  ----------  ----------  ----------
Income (loss) before
  income taxes       $744,749  $1,529,080    $341,371    $532,875
                   ----------  ----------   ---------  ----------
Provision for income
  taxes:
   Current           $276,500    $643,291    $148,200    $240,479
   Deferred (benefit)  (5,500)   (102,700)    (18,000)    (59,800)
                   ----------  ----------  ----------  ----------
                     $271,000    $540,591    $130,200    $180,679
                   ----------  ----------  ----------  ----------
Net income           $473,749    $988,489    $211,171    $352,196
                   ==========  ==========  ==========  ==========
Earnings per common
share:
   Basic                $0.15       $0.30       $0.07       $0.11
                   ==========  ==========  ==========  ==========
   Diluted              $0.13       $0.27       $0.06       $0.10
                   ==========  ==========  ==========  ==========
Weighted average common
   shares outstanding:
   Basic            3,248,566   3,248,566    3,248,566   3,248,566
                   ==========  ==========   ==========  ==========
   Diluted          3,612,810   3,652,725    3,612,287   3,675,113
                   ==========  ==========   ==========  ==========
</TABLE>
See accompanying notes to condensed financial statements.

                      ARROW-MAGNOLIA INTERNATIONAL, INC.
                      CONDENSED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND
2000
<TABLE>
                                       2001             2000
                                     -----------      -----------
                                     (unaudited)      (unaudited)
<S>                                     <C>               <C>
Cash flows from operating activities:

   Net income                           $473,749         $988,489

   Adjustments to reconcile net
      earnings to net cash
      provided by operating activities:
    Depreciation and amortization        240,055           179,075
    Deferred income taxes                 (5,500)         (102,700)
    Provision for doubtful accounts      274,802            99,435
    Compensation expense from issuance
      of stock options and warrants            -                 -

   Changes in operating assets and
      liabilities:
      Receivables                       (673,916)         (924,747)
      Inventories                       (570,591)         (580,191)
      Prepaid income taxes               (95,611)           79,961
      Other assets                         2,346           (23,604)
      Accounts payable                    34,730           165,513
      Accrued liabilities                (10,287)          (10,915)
      Income taxes payable                10,103           190,465
                                      ----------       -----------
         Net cash (used) provided by
           operating activities        $(320,120)          $60,781
                                      ----------       -----------
Cash flows from investing activities:

   Purchase of short-term investments  $(300,000)        $(300,000)
   Proceeds from maturities of short-
     term investments                    300,000           300,000
   Changes in notes and other
     receivables                          20,976            (2,834)
   Acquisition of property and
     equipment                           (40,596)         (403,225)
                                      ----------       -----------
         Net cash (used) by
            investing activities        $(19,620)
$(406,059)
                                      ----------       -----------
Cash flows from financing activities:  $       -         $       -
                                      ----------        ----------
Net increase (decrease) in cash and
  cash equivalents                     $(339,740)
$(345,278)

Cash and cash equivalents:

   Beginning of period                 2,509,660         2,710,341
                                      ----------        ----------
   End of period                       2,169,920         2,365,063
                                      ==========        ==========
</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.

(4) Lawsuit settlement:

During the period ended June 30, 2001, the Company entered into
a final settlement agreement with respect to a lawsuit brought
against it in prior years.  The full amount of the settlement
was paid for and charged to operations in the second quarter of
2001.  The cost to the Company amounted to $125,000.

(5  Goodwill and other intangible assets:

	During July 2001, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards (SFAS)
No. 142, Goodwill and Other Intangible Assets.  This statement
addresses financial accounting and reporting for acquired goodwill
and other intangible assets and supersedes APB Opinion No. 17,
Intangible Assets.  Specifically, the statement addresses how
intangible assets that are acquired should be accounted for in
financial statements upon their acquisition, as well as how
goodwill and other intangible assets should be accounted for after
they have been initially recognized in the financial statements.
The statement changes the accounting for goodwill from an
amortization approach to an impairment approach.  Goodwill will no
longer be amortized over its estimated useful life, but will be
tested for impairment upon the occurrence of certain
circumstances.  An impairment loss will be recognized if the
carrying amount of a reporting unit exceeds its fair value.  The
provisions of this statement are effective for years beginning
after December 15, 2001, and will be adopted by the Company during
the first quarter of 2002.  Management has not fully analyzed the
effects of adoption of SFAS No. 142, however, it believes the
effects on the financial statements will not be material.


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 $6,284,793 as of September 30, 2001.   The
increase in working capital was primarily the result of increased
trade accounts receivable attributable to seasonal payment cycles
and an increase in inventories as certain equipment listed on the
Company's books as inventory has been supplied to customers for
use in connection with the Company's products, partially offset by
a decrease in cash expended in connection with such build-ups.

     The Company used $320,120 in cash flow in operating
activities for the nine-month period ending September 30, 2001 as
compared to $60,781 provided from operating activities during the
comparable period of 2000.  Cash used to fund increased accounts
receivable and inventories exceeded cash generated from earnings
and depreciation during both periods, but earnings were greater
and additional cash was conserved through management of accounts
payable during 2000.  A total of $19,620 was utilized in
connection with investing activities during 2001 as compared to
$406,059 used during 2000 to acquire property and equipment
primarily related to the completion of the expansion of the
Company's operating facility and executive offices. The resulting
decrease in cash for the first nine months of 2001 was $339,740 as
compared to a decrease of $345,278 during 2000.

	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 nine months ended September 30, 2001
decreased to $10,714,278 from $11,165,438, or 4.0%, from the same
period of 2000 and to $3,750,802 from $3,873,756, or 3.2%, in the
third quarter of 2001 as compared to the corresponding period of
2000.  These decreases are primarily related to difficulties in
recruiting sales personnel in the tight labor market

     Cost of sales as a percentage of net sales remained stable
at 55.5% of net sales for the nine months ended September 30,
2001 as compared to 55.0% of net sales for the same period of
2000. For the third quarters of 2001 and 2000, costs of goods
sold grew modestly to 55.3% from 53.2%.  Cost of goods increased
modestly as a percentage of net sales during the third quarter
as the Company furnished equipment for use in connection with
the Company's products.

     As a result, gross profit fell by 5.2% to $4,771,084 from
$5,031,732 for the nine months ended September 30, 2001 versus
the comparable period of fiscal 2000 and by 7.4% to $1,677,220
from $1,811,284 for the third quarters of 2001 and 2000,
respectively.

     General and administrative expenses increased by 9.7% and
3.1% for the comparable nine month and three month periods,
respectively.  These increases primarily reflect higher
hospitalization and fuel-price-related shipping costs as well as
expenses associated with new sales managers and hiring of
additional sales personnel.

     In addition, the Company incurred a nonrecurring expense
of $125,000 during the second quarter of 2001 in connection
with the settlement of a lawsuit.

     As a result of these factors, net income fell for the
comparable nine months periods to $473,749 from $988,489,
or 52.1%, and for the comparable third quarters of 2001 and
2000 fell to $211,171 from $352,196, or 40.0%.

<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
<PAGE>