<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended October 31, 1998

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _________ to _________

Commission file number 0-12448

                         FLOW INTERNATIONAL CORPORATION

          WASHINGTON                                             91-1104842
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                            23500 - 64TH AVENUE SOUTH
                             KENT, WASHINGTON 98032
                                 (253) 850-3500


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. Yes X   No   .
                                      ---    ---

The number of shares outstanding of common stock, as of December 9, 1998:
14,622,076 shares.


                                      -1-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                                      INDEX

<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
<S>                                                                      <C>
Part I - FINANCIAL INFORMATION

    Item 1.  Condensed Consolidated Financial Statements

        Consolidated Balance Sheets -
          October 31, 1998 and April 30, 1998...........................  3

        Condensed Consolidated Statements of Income -
          Three Months Ended October 31, 1998 and 1997..................  4

        Condensed Consolidated Statements of Income -
          Six Months Ended October 31, 1998 and 1997....................  5

        Condensed Consolidated Statements of Cash Flows -
          Six Months Ended October 31, 1998 and 1997....................  6

        Consolidated Statements of Comprehensive Operations -
          Three and Six Months Ended October 31, 1998 and 1997..........  7

        Notes to Condensed Consolidated Financial Statements............  8

    Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations.................  10

Part II - OTHER INFORMATION

    Item 1.  Legal Proceedings..........................................  17

    Item 2.  Changes in Securities......................................  17

    Item 3.  Defaults Upon Senior Securities............................  17

    Item 4.  Submission of Matters to a Vote
                 of Security Holders....................................  17

    Item 5.  Other Information..........................................  17

    Item 6.  Exhibits and Reports on Form 8-K...........................  17

Signatures..............................................................  18
</TABLE>


                                      -2-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                                        October 31,       April 30,
                                                                                           1998              1998
                                                                                        -----------       ---------
                                                                                        (unaudited)
<S>                                                                                     <C>               <C>
                    ASSETS
Current Assets:
    Cash                                                                                $   4,696         $   3,006
    Trade Accounts Receivable, less allowances
        for doubtful accounts of $703 and $699, respectively                               40,553            37,359
    Inventories                                                                            36,265            36,976
    Deferred Income Taxes                                                                   2,493             2,493
    Other Current Assets                                                                    6,391             7,846
                                                                                        ---------         ---------
Total Current Assets                                                                       90,398            87,680
Property and Equipment, net                                                                13,419            11,992
Intangible Assets, net of accumulated
    amortization of $6,212 and $5,546, respectively                                        15,895            16,561
Deferred Income Taxes                                                                       1,562             1,562
Other Assets                                                                                2,782             3,386
                                                                                        ---------         ---------
                                                                                        $ 124,056         $ 121,181
                                                                                        ---------         ---------
                                                                                        ---------         ---------

    LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Notes Payable                                                                       $   1,072         $   1,450
    Current Portion of Long-Term Obligations                                                5,522             5,455
    Accounts Payable                                                                        8,351            11,338
    Accrued Payroll and Related Liabilities                                                 4,230             5,428
    Other Accrued Taxes                                                                       363               374
    Other Accrued Liabilities                                                               4,594             3,772
                                                                                        ---------         ---------
Total Current Liabilities                                                                  24,132            27,817
Long-Term Obligations                                                                      37,465            32,076
Minority Interest                                                                              82                93

Stockholders' Equity:
    Series A 8% Convertible Preferred Stock - $.01 par value, $500 liquidation
        preference, 1,000,000 shares authorized, 0 issued
    Common Stock - $.01 par value, 20,000,000 shares authorized, 14,613,623
        shares outstanding at October 31, 1998
        14,846,908 shares outstanding at April 30, 1998                                       146               148
    Capital in Excess of Par                                                               39,807            39,925
    Retained Earnings                                                                      25,300            23,749
    Cumulative Translation Adjustment                                                      (2,021)           (2,286)
    Unrealized Loss on Equity Securities Available For Sale                                  (855)             (341)
                                                                                        ---------         ---------
Total Stockholders' Equity                                                                 62,377            61,195
                                                                                        ---------         ---------
                                                                                        $ 124,056         $ 121,181
                                                                                        ---------         ---------
                                                                                        ---------         ---------

                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements
</TABLE>

                                      -3-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (unaudited; in thousands, except per share data)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                October 31,
                                                         --------------------------
                                                            1998             1997
<S>                                                      <C>               <C>
Revenues                                                 $ 38,383          $ 35,162

Cost of Sales                                              21,455            20,476
                                                          -------           -------

Gross Profit                                               16,928            14,686

Expenses:
  Marketing                                                 6,254             5,327
  Research and Engineering                                  2,963             2,150
  General and Administrative                                3,755             3,420
                                                          -------           -------
                                                           12,972            10,897
                                                          -------           -------

Operating Income                                            3,956             3,789

Interest and Other Expense, net                              (947)           (1,014)
                                                          -------           -------

Income Before Provision for Income Taxes                    3,009             2,775

Provision for Income Taxes                                    820               971
                                                          -------           -------

Net Income                                               $  2,189          $  1,804
                                                          -------           -------
                                                          -------           -------


Basic Earnings  Per Share                                $    .15          $    .12
                                                          -------           -------
                                                          -------           -------

Diluted Earnings Per Share                               $    .15          $    .12
                                                          -------           -------
                                                          -------           -------
</TABLE>

                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -4-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (unaudited; in thousands, except per share data)
<TABLE>
<CAPTION>
                                                     Six Months Ended
                                                        October 31,
                                                  --------------------------
                                                     1998            1997 *
<S>                                               <C>               <C>
Revenue:
  Sales                                            $74,805          $ 72,608
  Services                                                             6,423
  Rentals                                                              3,645
                                                   -------          --------
    Total Revenues                                  74,805            82,676

Cost of Sales:
  Sales                                             42,042            42,944
  Services                                                             5,887
  Rentals                                                              1,099
                                                   -------          --------
    Total Cost of Sales                             42,042            49,930
                                                   -------          --------

Gross Profit                                        32,763            32,746

Expenses:
  Marketing                                         11,988            12,222
  Research and Engineering                           6,022             4,650
  General and Administrative                         7,476             7,580
  Restructuring (Note 3)                                               4,910
                                                   -------          --------
                                                    25,486            29,362
                                                   -------          --------

Operating Income                                     7,277             3,384

Interest and Other Expense, net                     (1,665)           (2,069)
                                                   -------          --------

Income Before Provision for Income Taxes             5,612             1,315

Provision for Income Taxes                           1,627               460
                                                   -------          --------

Net Income                                         $ 3,985           $   855
                                                   -------          --------
                                                   -------          --------


Basic Earnings  Per Share                          $   .27           $   .06
                                                   -------          --------
                                                   -------          --------

Diluted Earnings Per Share                         $   .26           $   .06
                                                   -------          --------
                                                   -------          --------
</TABLE>

* See Note 3 which describes the disposition of certain business units during 
                                 fiscal 1998


                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -5-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (unaudited; in thousands)
<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                                        October 31,
                                                                  -------------------------
                                                                   1998             1997 *
<S>                                                               <C>              <C>
Cash Flows from Operating Activities:

    Net Income                                                    $ 3,985          $    855
    Adjustments to Reconcile Net Income to Cash
        Provided (Used) by Operating Activities:
        Depreciation and Amortization                               2,212             2,283
        Restructuring Provision                                                       4,910
        Increase in assets, net of disposition                       (424)           (7,486)
        Decrease in liabilities, net of disposition                (3,385)           (1,294)
                                                                  -------          --------
    Cash provided (used) by operating activities                    2,388              (732)
                                                                  -------          --------

Cash Flows from Investing Activities:

    Expenditures for property and equipment                        (3,066)           (3,820)
    Payment for business combination, net of cash acquired                           (2,528)
    Other                                                            (421)               61
                                                                  -------          --------
    Cash used by investing activities                              (3,487)           (6,287)
                                                                  -------          --------

Cash Flows from Financing Activities:

    Borrowings under line of credit agreements, net                 7,104             9,833
    Payments of long-term debt                                     (2,026)             (649)
    Proceeds from issuance of common stock                            713             1,154
    Purchase of Flow common stock                                  (3,267)
                                                                  -------          --------
    Cash provided by financing activities                           2,524            10,338
                                                                  -------          --------

Effect of exchange rate changes                                       265            (2,183)
                                                                  -------          --------
Increase in cash and cash equivalents                               1,690             1,136
Cash and cash equivalents at beginning of period                    3,006             2,479
                                                                  -------          --------
Cash and cash equivalents at end of period                        $ 4,696          $  3,615
                                                                  -------          --------
                                                                  -------          --------


Supplemental Disclosures of Cash Flow Information

    Fair value of assets acquired                                                  $  4,735
        Cash paid for assets acquired                                                (2,818)
                                                                                   --------
    Liabilities assumed                                                            $  1,917
</TABLE>

* See Note 3 which describes the disposition of certain business units during
                                 fiscal 1998

                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -6-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
               CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
                            (unaudited, in thousands)
<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                             October 31,
                                                                      -------------------------
                                                                        1998             1997
<S>                                                                   <C>               <C>
Net Income                                                            $ 2,189           $ 1,804

Other Comprehensive Income, net of tax:
    Unrealized Loss on Equity Securities Available for Sale              (109)              (42)
    Cumulative Translation Adjustment                                     866               648
                                                                      -------           -------

Comprehensive Income                                                  $ 2,946           $ 2,410
                                                                      -------           -------
                                                                      -------           -------
</TABLE>

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                              October 31,
                                                                      -------------------------
                                                                        1998             1997
<S>                                                                   <C>               <C>
Net Income                                                            $ 3,985           $   855

Other Comprehensive Income, net of tax:
    Unrealized Loss on Equity Securities Available for Sale              (365)             (130)
    Cumulative Translation Adjustment                                     188              (837)
                                                                      -------           -------

Comprehensive Income (Loss)                                           $ 3,808           $  (112)
                                                                      -------           -------
                                                                      -------           -------
</TABLE>

                       See Accompanying Notes to Condensed
                        Consolidated Financial Statements


                                      -7-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   For the Six Months Ended October 31, 1998
                                  (unaudited)


1.   In the opinion of the management of the Company, the accompanying unaudited
     condensed consolidated financial statements contain all adjustments
     (consisting only of normal recurring accruals) necessary to present fairly
     the financial position, statements of operations, cash flows and
     comprehensive operations for the interim periods presented. These interim
     financial statements should be read in conjunction with the April 30, 1998
     consolidated financial statements.

2.   Basic earnings per share represents net income available to common
     stockholders divided by the weighted average number of shares outstanding
     during the period. Diluted earnings per share represents net income
     available to common stockholders divided by the weighted average number of
     shares outstanding including the potentially dilutive impact of stock
     options, where appropriate.

     Basic shares outstanding for the three months ended October 31, 1998 and
     1997 were 14,749,000 and 14,669,000, respectively. For the six months ended
     October 31, 1998 and 1997, basic shares outstanding were 14,823,000 and
     14,615,000, respectively. Diluted shares outstanding for the three months
     ended October 31, 1998 and 1997 were 15,027,000 and 15,058,000,
     respectively. The diluted shares outstanding include potential dilutive
     common shares from employee stock options of 278,000 and 389,000 for the
     three months ended October 31, 1998 and 1997, respectively. For the six
     months ended October 31, 1998 and 1997, diluted shares outstanding were
     15,194,000 and 14,951,000, respectively. The diluted shares outstanding
     include potential dilutive common shares from employee stock options of
     371,000 and 336,000 for the six months ended October 31, 1998 and 1997,
     respectively.

3.   Included in the six month period ended October 31, 1997 are the results of
     operations of the Access and Services businesses. The Company sold the
     assets and certain liabilities of these operations in September 1997.
     Associated with the sale, the Company recorded a $4.9 million charge during
     the first quarter of fiscal 1998 to write down the assets sold to net
     realizable value as well as provide for probable future obligations
     associated with the sale. This charge is included as a separate component
     of operating expenses in the accompanying Consolidated Statements of
     Income. At April 30, 1998 the Company had recorded an $860,000 asset
     valuation guarantee allowance related to the sale. At October 31, 1998 the
     allowance had been reduced to $353,000. During the six months ended October
     31, 1998 the Company utilized the allowance for $507,000 with no other
     adjustments to the allowance during this period. During the six month
     period ended October 31, 1997 the $860,000 allowance was created and
     remained at $860,000 at October 31, 1997.


                                      -8-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   For the Six Months Ended October 31, 1998
                                  (unaudited)

4.   During the quarter the Company purchased 336,000 shares of its common stock
     for $3.3 million. Additionally during the quarter, the Company's
     shareholders approved the change in the state of incorporation from
     Delaware to Washington. Treasury Stock is not recognized under Washington
     state law and accordingly, Common Stock, Capital in Excess of Par and
     Retained Earnings have been reduced to reflect the retirement of the
     Treasury Stock at both October 31, 1998 and April 30, 1998.

5.   Inventories consist of the following:
     (in thousands)
<TABLE>
<CAPTION>
                                    October 31, 1998          April 30, 1998
                                    ----------------          --------------
<S>                                 <C>                       <C>
     Raw Materials and Parts               $20,309                $21,090
     Work in Process                         7,855                  9,312
     Finished Goods                          8,101                  6,574
                                           -------                -------
                                           $36,265                $36,976
</TABLE>


                                      -9-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         THE RESULTS OF OPERATIONS FOR THREE OF THE FIRST SIX MONTHS OF THE 
PREVIOUS FISCAL YEAR, FISCAL 1998, FOR FLOW INTERNATIONAL CORPORATION ("FLOW" 
OR THE "COMPANY"), ALSO INCLUDE THE ACCESS AND SERVICES OPERATIONS IN 
ADDITION TO THE ULTRAHIGH-PRESSURE ("UHP") OPERATIONS. THE NON-CORE ACCESS 
AND SERVICES OPERATIONS WERE SOLD DURING THE SECOND QUARTER OF FISCAL 1998. 
Associated with this sale, the Company recorded a $4.9 million restructuring 
provision during the first quarter of fiscal 1998 to write down the assets 
sold to net realizable value as well as provide for probable future 
obligations associated with the sale. This charge is included as a separate 
component of operating expenses in the accompanying Consolidated Statements 
of Income.

         Given this disposition of operations during fiscal year 1998, two 
separate Results of Operations reviews have been provided. The "UHP RESULTS 
OF OPERATIONS ANALYSIS" provides a review of the on-going UHP operations for 
the three and six month periods ended October 31, 1998 and 1997 and the 
"ACCESS AND SERVICES OPERATIONS ANALYSIS" which reviews the results of 
operations for Access and Services for the six month period ended October 31, 
1998 and 1997.

         The following pro forma table separates the Company's Consolidated 
Statement of Income for the six month period ending October 31, 1998 and 1997 
into the ongoing operations (UHP) and the divested operations (Access and 
Services). The three month periods ended October 31, 1998 and 1997 as 
presented on the Consolidated Statement of Income include only the UHP 
operations. The Access and Services results include the restructuring charge:

<TABLE>
<CAPTION>

(In thousands)                                              Six Months Ended October 31,
                                -----------------------------------------------------------------------------------
                                                   1998                                         1997
                                --------------------------------------       --------------------------------------
                                               Access &                                     Access &
                                     UHP       Services   Consolidated            UHP       Services   Consolidated
                                --------------------------------------       --------------------------------------
<S>                             <C>                           <C>            <C>            <C>            <C>
Revenue                         $ 74,805                      $ 74,805       $ 65,826       $ 16,850       $ 82,676
Gross Profit                      32,763                        32,763         27,499          5,247         32,746
Operating Expenses: 
  Marketing                       11,988                        11,988         10,202          2,020         12,222
  Research and Engineering         6,022                         6,022          4,387            263          4,650
  General and Administrative       7,476                         7,476          6,346          1,234          7,580
  Restructuring                                                                                4,910          4,910
                                --------                      --------       --------       --------       --------
Total Operating Expenses          25,486                        25,486         20,935          8,427         29,362
Operating Income (Loss)            7,277                         7,277          6,564         (3,180)         3,384
Interest and Other Exp., net      (1,665)                       (1,665)        (1,692)          (377)        (2,069)
Pre-tax Income (Loss)           $  5,612                      $  5,612       $  4,872       $ (3,557)      $  1,315
</TABLE>


                                      -10-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


UHP RESULTS OF OPERATIONS ANALYSIS -

         Revenues for the three months ended October 31, 1998 were $38.4 
million, an increase of $3.2 million (9%) as compared to the prior year 
quarter of $35.2 million. For the six month period ended October 31, 1998 
revenues increased $9 million (14%) to $74.8 million as compared to $65.8 
million in the prior year. Geographically, domestic revenue for the three 
months ended October 31, 1998 increased 18% and European revenue increased 
23% compared to the prior year. Quarterly revenue from Asia decreased 14% as 
compared to the prior year; however, excluding the effects of exchange rate 
changes between periods, sales in Asia increased 2% over the prior year. For 
the six months ended October 31, 1998, domestic and European revenues 
increased 24% and 21%, respectively, as compared to the prior year period. 
Asian revenues, which represent 10% of year to date fiscal 1999 revenues, 
were down 10% versus fiscal 1998. The Company's revenues can be segregated 
into systems sales and consumables sales. In general a system sale is 
comprised of a pump along with the robotics or articulation to move the 
cutting head. Consumables represent parts used during the operation. Systems 
revenues for the quarter were comparable with the prior year, but have 
increased 10% on a year to date basis. Consumables revenues increased 31% and 
21% for the three and six months ended October 31, 1998, respectively, over 
the prior year periods.

         Gross profit expressed as a percentage of revenues (gross margin 
rate) was 44% for both the quarter and year to date as compared to 42% in the 
prior year periods. Comparison of gross margin rates is dependent on the mix 
of sales revenue types, which includes special system, standard system and 
consumables sales. Systems typically carry lower gross margin rates than the 
Company's consumable parts. Additionally, special systems are generally 
custom designed and carry lower margins than the Company's standard systems 
such as the Bengal, Flying Bridge and A-series. The gross margin rate 
increase in both the quarter and year was primarily due to a higher 
percentage of consumables and standard systems sales relative to special 
systems sales versus the prior year periods.


                                      -11-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

         Operating expenses of $13 million increased $2.1 million (19%) for 
the quarter ended October 31, 1998, compared to the prior year and were $25.5 
million, up $4.6 million (22%) for the six months ended October 31, 1998 
versus the prior year period. Marketing expenses increased $927,000 (17%) and 
$1.8 million (18%) for the three and six month periods ended October 31, 
1998, respectively as compared to the prior year periods. Expressed as a 
percentage of revenue marketing expenses increased to 16% versus 15% in the 
prior year periods. Research and engineering expense increased $813,000 (38%) 
and $1.6 million (37%) for the three and six month periods ended October 31, 
1998, respectively, as compared to the prior year periods. This reflects the 
Company's continued aggressive pursuit of technological advances through 
increased research and engineering spending. As a percentage of revenues, 
research and engineering was 8% for both the three and six month periods 
ended October 31, 1998 as compared to 6% of revenues for the second quarter 
of fiscal 1998 and 7% of revenues for the year to date period last year. The 
effect of this increased percentage of revenue, represents an additional 
$600,000 in quarterly expenses or roughly $.03 per diluted share expense and 
$1 million in year to date expenses or $.05 per diluted share expense. 
General & administrative expense increased $335,000 (10%) and $1.1 million 
(18%), respectively, as compared to the prior year periods. However general 
and administrative expenses expressed as a percent of revenue were the same 
in both the current and prior year quarter at 10%.

         Operating income for the quarter ended October 31, 1998 was $4 
million, an increase of $167,000 (4%) over the prior year quarter. For the 
year, operating income was $7.3 million, an improvement of 11% over the like 
period in the prior year.

         Second quarter fiscal 1999 interest and other expense, net of 
$947,000 represents a decrease of $67,000 (7%) compared to the prior year. 
The current quarter includes $836,000 of interest expense, a decrease of 
$122,000 versus the prior year period. The $111,000 of other expense, net, in 
the quarter represents an increase of $55,000 over last year. Year-to-date, 
interest expense has decreased $132,000 to $1.6 million, while other expense, 
net, was $66,000 versus other income, net, of $39,000 in the same period in 
fiscal 1998.

         Based upon the expected tax position of the Company for fiscal 1999, 
year to date taxes have been provided for at 29% of pre-tax income. Year to 
date fiscal 1998 taxes were provided for at 35% of pre-tax income; however, 
the net tax rate for the twelve months in fiscal 1998 was 29%. The income tax 
rate was lower than the statutory rate in both the current and prior year due 
primarily to lower foreign tax rates, various tax credits, benefits from the 
foreign sales corporation, and an ongoing review of the Company's FAS 109 
valuation allowance.


                                      -12-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

         Basic shares outstanding for the three months ended October 31, 1998 
and 1997 were 14,749,000 and 14,669,000, respectively. For the six months 
ended October 31, 1998 and 1997, basic shares outstanding were 14,823,000 and 
14,615,000, respectively. Diluted shares outstanding for the three months 
ended October 31, 1998 and 1997 were 15,027,000 and 15,058,000, respectively. 
The diluted shares outstanding include potential dilutive common shares from 
employee stock options of 278,000 and 389,000 for the three months ended 
October 31, 1998 and 1997, respectively. For the six months ended October 31, 
1998 and 1997, diluted shares outstanding were 15,194,000 and 14,951,000, 
respectively. The diluted shares outstanding include potential dilutive 
common shares from employee stock options of 371,000 and 336,000 for the six 
months ended October 31, 1998 and 1997, respectively.

         The Company recorded net income of $2.2 million, or $.15 per Basic 
and Diluted share for the three months ended October 31, 1998, compared to 
$1.8 million, or $.12 per Basic and Diluted share for the same prior year 
period. Year to date, the Company recorded $4 million or $.27 per Basic and 
$.26 per Diluted share as compared to $3.2 million or $.22 per Basic and $.21 
per Diluted share in fiscal 1998.

ACCESS AND SERVICES OPERATIONS ANALYSIS -

         The Access and Services operations were sold during fiscal 1998 and 
thus did not have any activity during fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

         The Company generated $2.4 million from operations for the six 
months ended October 31, 1998 compared to a use of $732,000 in its operating 
activities during the six months ended October 31, 1997. Total debt, net of 
cash, at October 31, 1998 was $39.4 million, up $3.4 million (9%) from April 
30, 1998. During the second quarter of fiscal 1998 the Company repurchased 
336,000 shares of the Company's stock for $3.3 million. The Company believes 
that the available credit facilities and working capital generated by 
operations, will provide sufficient resources to meet its operating and 
capital requirements. The Company's Credit Agreement and Private Placement 
require the Company to comply with certain financial covenants. As of October 
31, 1998, the Company was in compliance with all such covenants.


                                      -13-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

         Gross trade receivables at October 31, 1998 increased $3.2 million 
(8%), from April 30, 1998. Days sales in gross accounts receivable can be 
negatively impacted by the traditionally longer payment cycle outside the 
United States as well as timing of payments on large special system orders. 
The Company's management does not believe these timing issues will present a 
material adverse impact on the Company's short-term liquidity requirements.

         Inventories at October 31, 1998 decreased $711,000 (2%) from April 
30, 1998. This decrease includes the sale of approximately $3.8 million of 
Access and Services inventory, at cost, to SafeWorks LLC, the purchasers of 
the businesses. The Company had provided manufacturing services for the past 
year as provided for in the purchase agreement. This agreement terminated in 
August 1998 and the remaining inventory was sold at cost. UHP inventory has 
increased $3.1 million since April 30, 1998. The increase reflects the 
continued increasing demand for the Company's products, as well as new 
product inventory such as "Fresher Under Pressure"(TM) inventory. Certain 
products manufactured by Flow Robotics and Flow Automation can require an 
extended manufacturing period and thus impact inventory levels from period to 
period.

Year 2000 Issues and Conversion:

Background: Some computers, software, and other equipment include programming 
code that limits the "year" field to two digits. Thus, these systems could 
fail in the year 2000 in the event that the last two digits "00" are 
interpreted to mean the year 1900. For this reason in fiscal 1998 the Company 
began a conversion process to ensure that its systems would not be affected 
by such a failure.

Assessment: The Year 2000 issues could affect computers, software, and other 
equipment used, or maintained by the Company. The Company has reviewed its 
internal computer programs and systems to determine if the programs and 
systems are Year 2000 ready. The Company believes that its computer systems 
will be year 2000 ready in a timely manner. To date, the Company has 
converted its primary internal computer to Year 2000 compliant software and 
hardware and is currently upgrading the internal computer systems of its 
subsidiaries.

The estimated costs of these efforts are $250,000 and are not expected to 
have a material affect on the Company's results. There can, however, be no 
assurance to this effect. To date, no other Information Technology projects 
that have a material effect on the Company's operations have been deferred.


                                      -14-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Software Sold to Customers: The Company develops its own proprietary software 
which controls the functions of some of its machines. The Company also sells 
software or other electronic control devices purchased from third party 
vendors. The Company believes that it has substantially identified and 
resolved all potential Year 2000 issues with any of its software products. 
However, the Company believes that it is not possible to determine with 
complete certainty that its products are entirely Year 2000 ready. As with 
most software, it is dependent upon hardware and other operating systems that 
are provided by third party vendors not under the Company's control.

Internal Infrastructure: The Company is in the process of reviewing all of 
its equipment that is used in the receiving, manufacturing, and shipping of 
its products as well at its copiers, fax machines, elevators, telephone 
systems and other equipment used to maintain daily operations. To date, the 
Company has not identified any material issues that would affect its ongoing 
operations. The Company has substantially completed its review of these 
systems and does not expect any required modifications to have a material 
adverse effect on its future financial results. However, the Company is 
continuing to monitor the process and this estimate will be revised if 
additional material information is discovered.

Suppliers: The Company initiated communication with all of its critical 
suppliers in April 1998 by mailing questionnaires designed to determine the 
Year 2000 readiness of the supplier's business systems. The Company is in the 
process of reviewing supplier responses. Based upon responses to date, the 
Company believes that its critical suppliers will be Year 2000 compliant and 
does not currently expect any adverse effects on its daily operations. While 
the Company does not expect any material adverse effects, the Company can 
provide no assurance that these suppliers will resolve all of their Year 2000 
issues on a timely basis. The Company will continue to monitor this process 
and revise its expectations as needed.

Risks: While the Company is taking steps in all areas discussed above, there 
can be no assurance that all Year 2000 issues will be entirely resolved. Due 
to this inherent uncertainty, resulting in part from the uncertainty of the 
Year 2000 readiness of third-party suppliers and customers, there could be 
interruptions or failures that would materially impact receiving, 
manufacturing, and other normal business operations. The Year 2000 Project is 
expected to significantly reduce the potential of any such material adverse 
effects. Further, the Year 2000 Project includes the development of 
contingency plans for those systems that are critical to daily operations. 
These contingency plans are in process and are expected to be complete by 
Fall 1999.


                                      -15-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Readers are cautioned that the forward-looking statements contained in the 
Year 2000 Issues and Conversion should be read in conjunction with the 
Company's disclosures under the heading: "Safe Harbor Statement'.





SAFE HARBOR STATEMENT:

STATEMENTS IN THIS REPORT THAT ARE NOT STRICTLY HISTORICAL ARE "FORWARD-LOOKING"
STATEMENTS WHICH SHOULD BE CONSIDERED AS SUBJECT TO THE MANY UNCERTAINTIES THAT
EXIST IN THE COMPANY'S OPERATIONS AND BUSINESS ENVIRONMENT. THESE UNCERTAINTIES,
WHICH INCLUDE ECONOMIC AND CURRENCY CONDITIONS, MARKET DEMAND AND PRICING,
COMPETITIVE AND COST FACTORS, AND THE LIKE, ARE SET FORTH IN THE FLOW
INTERNATIONAL CORPORATION FORM 10-K REPORT FOR 1998 FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION.


                                      -16-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------


PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

                  The Company is party to various legal actions incident to 
the normal operations of its business, none of which is believed to be 
material to the financial condition of the Company.

Item 2.  CHANGES IN SECURITIES

                  None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

                  None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company held its 1998 Annual Meeting of Stockholders on August 
26, 1998. At the meeting three directors, Ron D. Barbaro, Arlen I. Prentice 
and J. Michael Ribaudo were elected to three-year terms ending with the 2001 
Annual Meeting of Stockholders receiving, respectively, 14,206,495, 
14,198,427, and 14,197,638 votes in favor and 192,998, 201,066 and 201,855 
votes withheld. A proposal to approve the change of the Company's state of 
incorporation from Delaware to Washington received 10,299,406 votes for 
approval, 1,245,525 votes against and 148,068 shares abstained.

Item 5.  OTHER INFORMATION

                  None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits - None


                  (b)      Reports on Form 8-K - None


                                      -17-

<PAGE>

                         FLOW INTERNATIONAL CORPORATION
                         ------------------------------
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                    FLOW INTERNATIONAL CORPORATION


Date:    December 11, 1998          /s/ Ronald W. Tarrant
                                    ---------------------
                                    Ronald W. Tarrant
                                    Chairman, President and
                                    Chief Executive Officer
                                    (Principal Executive Officer)


Date:    December 11, 1998          /s/ Stephen D. Reichenbach
                                    --------------------------
                                    Stephen D. Reichenbach
                                    Executive Vice President, Chief
                                    Financial Officer (Principal Financial
                                    Officer and Principal Accounting Officer)


                                      -18-