<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 January 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

     DELAWARE                                          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 March 11, 1998: 
14,952,893 shares.


                                       -1-

<PAGE>

                        FLOW INTERNATIONAL CORPORATION
                                     INDEX

<TABLE>
<CAPTION>

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

     Item 1.  Condensed Consolidated Financial Statements

       Condensed Consolidated Balance Sheets -
         January 31, 1998 and April 30, 1997..................................3

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

       Condensed Consolidated Statements of Income -
         Nine Months Ended January 31, 1998 and 1997..........................5

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

       Notes to Condensed Consolidated Financial Statements...................7

     Item 2.  Management's Discussion and Analysis of
       Financial Condition and Results of Operations..........................9

Part II - OTHER INFORMATION

     Item 1.  Legal Proceedings..............................................16

     Item 2.  Changes in Securities..........................................16

     Item 3.  Defaults Upon Senior Securities................................16

     Item 4.  Submission of Matters to a Vote
                of Security Holders..........................................16

     Item 5.  Other Information..............................................16

     Item 6.  Exhibits and Reports on Form 8-K...............................16

Signatures...................................................................17

</TABLE>


                                       -2-

<PAGE>

                        FLOW INTERNATIONAL CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                     January 31,      April 30,
                                                                       1998 *           1997
                                                                     -----------      ---------
                                                                     (unaudited)
<S>                                                                  <C>              <C>
     ASSETS
Current Assets:
   Cash                                                               $  3,325        $  2,479
   Trade Accounts Receivable, less allowances
     for doubtful accounts of $672 and $1,008, respectively             32,390          40,050
   Inventories                                                          36,459          38,471
   Deferred Income Taxes                                                 4,758           4,758
   Other Current Assets                                                  5,113           4,959
                                                                      --------        --------
Total Current Assets                                                    82,045          90,717
Property and Equipment, net                                             11,507          25,594
Intangible Assets, net of accumulated
   amortization of $5,242 and $4,441, respectively                      13,563          11,471
Deferred Income Taxes                                                      515             515               
Other Assets                                                             2,562           5,169
                                                                      --------        --------
                                                                      $110,192        $133,466
                                                                      --------        --------

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Notes Payable                                                      $  1,583        $  1,651
   Current Portion of Long-Term Obligations                              4,252              79
   Accounts Payable                                                      8,344          11,619
   Accrued Payroll and Related Liabilities                               3,844           4,564
   Other Accrued Taxes                                                     281           1,139
   Other Accrued Liabilities                                             5,134           3,539
                                                                      --------        --------
Total Current Liabilities                                               23,438          22,591
Long-Term Obligations                                                   27,895          53,569
Minority Interest                                                          613             553
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,
     15,333,710 and 14,952,893 shares issued and outstanding,
     respectively, at January 31, 1998
     14,925,627 and 14,544,810 shares issued and outstanding,
     respectively, at April 30, 1997                                       153             149
   Capital in Excess of Par                                             40,494          38,871
   Retained Earnings                                                    21,931          19,266
   Treasury Common Stock of 380,817 shares at cost                      (1,429)         (1,429)
   Cumulative Translation Adjustment                                    (2,228)            101
   Unrealized Loss on Equity Securities Available For Sale                (675)           (205)
                                                                      --------        --------
Total Stockholders' Equity                                              58,246          56,753
                                                                      --------        --------
                                                                      $110,192        $133,466
                                                                      --------        --------

</TABLE>

* See Note 2 which describes the disposition of certain business units during 
  fiscal 1998

                      See Accompanying Notes to Condensed
                       Consolidated Financial Statements


                                       -3-

<PAGE>

                        FLOW INTERNATIONAL CORPORATION
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                (unaudited; in thousands, except per share data)

<TABLE>
<CAPTION>

                                                      Three Months Ended
                                                          January 31,
                                                      ------------------
                                                       1998 *     1997
<S>                                                   <C>        <C>
Revenue:
  Sales                                               $34,463    $31,943
  Services                                                         4,573
  Rentals                                                          3,145
                                                      -------    -------
    Total Revenues                                     34,463     39,661

Cost of Sales:
  Sales                                                19,996     18,870
  Services                                                         3,407
  Rentals                                                          1,605
                                                      -------    -------
    Total Cost of Sales                                19,996     23,882
                                                      -------    -------
Gross Profit                                           14,467     15,779

Expenses:
  Marketing                                             5,175      6,906
  Research and Engineering                              2,613      2,201
  General and Administrative                            3,342      3,789
                                                      -------    -------
                                                       11,130     12,896
                                                      -------    -------

Operating Income                                        3,337      2,883

Interest and Other Expense, net                          (553)    (1,036)
                                                      -------    -------
Income Before Provision for Income Taxes                2,784      1,847

Provision for Income Taxes                                974        535
                                                      -------    -------
Net Income                                            $ 1,810    $ 1,312
                                                      -------    -------

Earnings Per Common and Equivalent Shares             $   .12    $   .09
                                                      -------    -------
Average Common and Equivalent Shares Outstanding       15,444     15,069

</TABLE>

* See Note 2 which describes the disposition of certain business units during
  fiscal 1998

                      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>

                                                        Nine Months Ended
                                                           January 31,
                                                      ---------------------
                                                       1998 *        1997

<S>                                                   <C>          <C>
Revenue:
  Sales                                               $107,071     $ 96,598
  Services                                               6,423       15,098
  Rentals                                                3,645       10,217
                                                      --------     --------
    Total Revenues                                     117,139      121,913

Cost of Sales:
  Sales                                                 62,940       56,393
  Services                                               5,887       11,190
  Rentals                                                1,099        4,967
                                                      --------     --------
    Total Cost of Sales                                 69,926       72,550
                                                      --------     --------
Gross Profit                                            47,213       49,363

Expenses:
  Marketing                                             17,397       19,685
  Research and Engineering                               7,263        6,453
  General and Administrative                            10,922       12,239
  Restructuring (Note 2)                                 4,910            -
                                                      --------     --------
                                                        40,492       38,377
                                                      --------     --------
Operating Income                                         6,721       10,986

Interest and Other Expense, net                         (2,622)      (2,582)
                                                      --------     --------
Income Before Provision for Income Taxes                 4,099        8,404

Provision for Income Taxes                               1,434        2,436
                                                      --------     --------
Net Income                                            $  2,665     $  5,968
                                                      --------     --------
Earnings Per Common and Equivalent Shares             $    .17     $    .40
                                                      --------     --------
Average Common and Equivalent Shares Outstanding        15,306       15,095

</TABLE>

* See Note 2 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>

                                                                       Nine Months Ended
                                                                          January 31,
                                                                     ---------------------
                                                                      1998 *        1997

<S>                                                                  <C>          <C>
Cash Flows from Operating Activities:

   Net Income                                                        $ 2,665      $ 5,968
   Adjustments to Reconcile Net Income to Cash
     Provided (Used) by Operating Activities:
     Depreciation and Amortization                                     3,212        5,465
     Restructuring Provision                                           4,910
     Other                                                                             92
     Increase in assets, net of disposition                           (9,005)      (5,551)
     Decrease in liabilities, net of disposition                        (882)      (1,041)
                                                                     -------      -------
   Cash provided (used) by operating activities                          900        4,933
                                                                     -------      -------

Cash Flows from Investing Activities:

   Expenditures for property and equipment                            (4,566)      (6,346)
   Payment for business combination, net of cash acquired             (2,528)      (1,500)
   Other                                                                (147)         387
                                                                     -------      -------
   Cash used by investing activities                                  (7,241)      (7,459)
                                                                     -------      -------

Cash Flows from Financing Activities:

   Borrowings (repayments) under line of credit agreements, net       10,070        4,422
   Payments of long-term debt                                         (1,286)        (729)
   Proceeds from issuance of common stock                              1,627          503
   Purchase of treasury stock                                                        (498)
                                                                     -------      -------
   Cash provided by financing activities                              10,411        3,698
                                                                     -------      -------
Effect of exchange rate changes                                       (3,224)        (363)
                                                                     -------      -------
Increase (decrease) in cash and cash equivalents                         846          809
Cash and cash equivalents at beginning of period                       2,479        3,845
                                                                     -------      -------
Cash and cash equivalents at end of period                           $ 3,325      $ 4,654
                                                                     -------      -------

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 2 which describes the disposition of certain business units during
  fiscal 1998

                      See Accompanying Notes to Condensed
                       Consolidated Financial Statements


                                       -6-

<PAGE>

                        FLOW INTERNATIONAL CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  For the Nine Months Ended January 31, 1998
                                  (unaudited)


1.   In the opinion of the management of Flow International Corporation (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
     income, and cash flows for the interim periods presented.  These interim
     financial statements should be read in conjunction with the April 30, 1997
     consolidated financial statements.

2.   THE COMPANY SOLD THE ASSETS AND CERTAIN LIABILITIES OF THE ACCESS AND
     SERVICES BUSINESSES. OPERATIONS OF THE DISPOSED ACCESS AND SERVICES
     BUSINESSES ARE NOT INCLUDED IN THE SECOND OR THIRD QUARTER OF FISCAL 1998.
     THE PRIMARY BUSINESS UNITS INCLUDED IN THIS TRANSACTION WERE SPIDER STAGING
     CORPORATION, POWER CLIMBER, INC. AND AFFILIATED COMPANIES, RAMPART
     WATERBLAST, INC. AND THE FLOW SERVICES DIVISION.  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.  THE
     CHARGE IS INCLUDED AS A SEPARATE COMPONENT OF OPERATING EXPENSES IN THE
     ACCOMPANYING CONSOLIDATED STATEMENTS OF INCOME.  DURING FISCAL 1997, THE
     COMPANY RECORDED A $9 MILLION RESTRUCTURING PROVISION RELATED TO THE
     PLANNED DIVESTITURE OF THE ACCESS AND SERVICES BUSINESSES.

3.   In May 1997 the Company purchased the stock of Foracon Maschinen Anlagenbau
     ("Foracon") for $2.3 million and 33,655 shares of Flow common stock. An
     additional 97,601 shares of Flow common stock will be paid as consideration
     if Foracon achieves certain financial targets.  Foracon supplies ultra 
     high-pressure and related systems to the European market and further 
     increases the Company's strength in that market.

4.   Primary earnings per common share is computed by dividing net income
     available to common stockholders by the weighted average number of shares
     outstanding plus the equivalent shares attributable to dilutive stock
     options during each period.

     The weighted average number of shares outstanding, including equivalent
     shares where required, for the three months ended January 31, 1998 and 1997
     were 15,444,000 and 15,069,000, respectively, and for the nine months ended
     January 31, 1998 and 1997 were 15,306,000 and 15,095,000, respectively. 
     Fully diluted earnings per share do not differ materially from primary
     earnings per share.

     Statement of Financial Accounting Standards No. 128 ("FAS 128"), "Earnings
     Per Share" will be adopted at the end of fiscal 1998.  Applying the
     provisions of FAS 128, the proforma basic earnings per share would be $.12
     and $.09 for the quarters ended January 31, 1998 and 1997, respectively and
     $.18 and $.41 for the nine months ended January 31, 1998 and 1997,
     respectively.  Diluted earnings per share under FAS 128 would not differ
     from the amounts reported in the accompanying Consolidated Statements of
     Income.


                                       -7-

<PAGE>

                        FLOW INTERNATIONAL CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  For the Nine Months Ended January 31, 1998
                                  (unaudited)


5. Inventories consist of the following:
   (in thousands)

<TABLE>
<CAPTION>

                                            January 31, 1998    April 30, 1997
                                            ----------------    --------------
<S>                                         <C>                 <C>
   Raw Materials and Parts                      $22,238             $23,896
   Work in Process                                8,590               5,872
   Finished Goods                                 5,631               8,703
                                                -------             -------
                                                $36,459             $38,471
                                                -------             -------

</TABLE>


                                       -8-

<PAGE>

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


RESULTS OF OPERATIONS

     During the second quarter of fiscal 1998 Flow International Corporation 
("Flow" or the "Company") sold its non-core Access and Services operations.  
As such, results for the quarter ended January 31, 1998 represent only the 
core ultrahigh-pressure ("UHP") operations, while the first quarter of fiscal 
1998 ended July 31, 1997 as well as the fiscal 1997 three and nine month 
periods ended January 31, 1997 include the operating results of UHP as well 
as Access and Services.  The Access and Services business units accounted for 
approximately 33% of fiscal 1997 revenue.  Additionally, the Company recorded 
a $4.9 million restructuring provision during the quarter ended July 31, 1997 
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 the significant disposition of part of the Company, management has 
provided below two separate Results of Operations reviews.  The first one 
"UHP RESULTS OF OPERATIONS ANALYSIS" provides a detailed review of the three 
and nine month periods ended January 31, 1998 and 1997 for THE UHP OPERATIONS 
ONLY.  In the opinion of management this review is most appropriate as it 
compares the current and prior year results of operations of the core UHP 
business which remains after the disposition.  Management also provides the 
"Historical Results of Operations Analysis" which is a comparison of the 
three and nine month periods ended January 31, 1998 and 1997 as presented on 
the Consolidated Statements of Income.

UHP RESULTS OF OPERATIONS ANALYSIS -

     Included in the accompanying Consolidated Statements of Income for all 
periods presented are the results of operations for the UHP business.  The 
Access and Services results from operations are included only in the nine 
months ended January 31, 1998 and the three and nine months ended January 31, 
1997.  The following pro-forma table presents the results of operations 
related to the Company's UHP business only and excludes the divested business 
units:

<TABLE>
<CAPTION>

Pro-forma, in (000's)               Three months ended            Nine months ended
                                        January 31,                  January 31,
                                    ------------------           --------------------
                                      1998      1997               1998         1997
                                    ------------------           --------------------
     <S>                            <C>       <C>                <C>          <C>
     Revenue                        $34,463   $27,458            $100,289     $80,377
     Gross Profit                    14,467    11,968              41,966      34,208
     Operating Expenses              11,130     9,124              32,065      27,294
     Operating Income                 3,337     2,844               9,901       6,914
     Interest / other exp., net        (553)     (726)             (2,245)     (1,812)
     Pre-tax profit                   2,784     2,118               7,656       5,102

</TABLE>


                                       -9-

<PAGE>

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


     THE FOLLOWING ANALYSIS COMPARES THE RESULTS OF OPERATIONS FOR THE UHP 
BUSINESS ONLY FOR THE THREE AND NINE MONTH PERIODS ENDED JANUARY 31, 1998 AND 
1997 AS OUTLINED IN THE TABLE.

     Revenues for the three months ended January 31, 1998 were $34.5 million, 
an increase of $7 million (26%) as compared to the prior year quarter of 
$27.5 million.  For the nine month period ended January 31, 1998 revenues 
grew $19.9 million (25%) to $100.3 million as compared to $80.4 million in 
the prior year. Revenue increased in both the quarter and year to date 
periods as compared to the prior year in all three major geographic markets 
served by the Company. Quarter over quarter revenue growth in North America, 
Europe and Asia was 33%, 20% and 5% while year over year revenue increased 
28%, 17% and 23% for the nine months ended January 31, 1998, respectively.  
The quarterly Asian revenue growth was impacted by sales into Japan which 
were flat with the prior year quarter. Management believes this slow down is 
the result  of timing of shipments versus any other factors.  On a year to 
date basis, Japanese revenues have increased 32%.  The Company's revenues can 
be segregated into two primary groups, 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 by 
the pump during operation.  Systems and consumables revenues of $23.7 million 
and $10.8 million increased 30% and 17% for the quarter and revenues of 
$67 million and $33.3 million increased 30% and 15% for the nine months ended 
January 31, 1998, respectively over the prior year periods.  The consumable 
revenue growth will be less than systems growth as 

     Gross profit expressed as a percentage of revenues (gross margin rate) 
was 42% for the quarter as compared to 44% in the prior year quarter and on a 
year to date basis was 42% for fiscal 1998 as compared to 43% in fiscal 1997. 
Comparison of gross margin rates is dependent on the mix of sales revenue 
types, which includes special system, standard system and consumables sales. 
In general, UHP systems sales have gross margin rates less than 40% and 
consumable parts sales have margins in excess of 50%.  The gross margin rate 
decrease in the quarter was primarily due to a higher percentage of systems 
sales relative to consumable sales in the current quarter versus the prior 
year period as well as continued competitive pressure on margins in Europe.

     Operating expenses of $11.1 million increased $2 million (22%) for the 
quarter ended January 31, 1998, compared to the prior year and were 
$32.1 million, up $4.8 million (17%) for the nine months ended January 31, 1998 
versus the prior year period. Sales and marketing expenses increased $389,000 
(8%) to $5.2 million for the quarter and increased $1.7 million (12%) to 
$15.4 million for the year as compared to the prior year periods.  Expressed 
as a percentage of revenues, sales and marketing expenses decreased 


                                       -10-

<PAGE>

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


to 15% from 17% for both the quarter and year to date periods versus the 
prior year.  This improvement is reflective of the increased leverage of a 
higher revenue base.  Research and engineering expense increased $654,000 
(33%) to $2.6 million for the quarter and increased $1.3 million (23%) to 
$7 million for the year to date period.  Research on the "Fresher Under 
Pressure" technology represents a significant portion of the increase in 
research and engineering expense.  As a percent of revenues, research and 
engineering expenses in fiscal 1998 remain comparable to the prior year.  The 
Company will continue to aggressively pursue technological advances through  
increased research and engineering spending.  General & administrative 
expense of $3.3 million increased $963,000 (40%) for the quarter and on a 
year to date basis was $9.7 million, a $1.8 million (22%) increase as 
compared to the prior year period. General and administrative expenses 
expressed as a percent of revenues were approximately one percentage point 
higher during the third quarter as compared to the prior year.  This increase 
is attributable to the inclusion of the May 1997 Foracon acquisition.  For 
the year, general & administrative expenses as a percent of revenues have 
remained comparable.  Total operating expenses expressed as a percent of 
revenues were 32% for the current quarter, an improvement from 33% of 
revenues in the prior year quarter.  For the nine months ended January 31, 
1998 operating expenses as a percent of revenues were 32%, an improvement 
from 34% in the comparable period last year.

     Operating income for the quarter ended January 31, 1998 was $3.3 million, 
an increase of $493,000 (17%) over the prior year quarter.  For the year, 
operating income was $9.9 million, an improvement of 43% over the like period 
in the prior year.

     Third quarter fiscal 1998 interest and other expense, net of $553,000 
represents a decrease of $173,000 (24%) compared to the prior year.  This 
decrease is primarily a result of reduced interest expense associated with 
lower debt levels quarter over quarter.  Year-to-date, interest and other 
expense, net totaled $2.2 million, an increase of $433,000 (24%) compared to 
the same period in fiscal 1997.  This increase is primarily related to higher 
interest expense on increased average borrowings versus the comparable period 
in the prior year.

     Pre-tax income increased $666,000 (31%) to $2.8 million in the quarter 
and was $7.7 million for the nine months ended January 31, 1998, a $2.6 
million (50%) improvement over the prior year period.

     Based upon the expected tax position of the Company for fiscal 1998, 
taxes have been provided for at 35% versus 29% in the prior year.  The higher 
tax rate in fiscal 1998 is reflective of the projected change in mix of 
pre-tax income to higher taxing jurisdictions as well as greater utilization 
in the prior year of net operating loss carryforward benefits.


                                       -11-

<PAGE>

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


The income tax rate was lower than the statutory rate in both the current and 
prior year due primarily to lower foreign tax rates, benefits from the 
foreign sales corporation, and an ongoing review of the Company's FAS 109 
valuation allowance.  Had the current year tax rate of 35% been applied to 
the prior year, earnings per share for the prior year third quarter fiscal 
1997 would have been reduced $.01 to $.09 and the nine months ended January 31, 
1997 would have been reduced $.02 to $.22.

     The weighted average number of average shares outstanding for the 
quarter increased to 15,444,000 from 15,069,000 as compared to fiscal 1997.  
Year-to-date average shares outstanding increased to 15,306,000 from 
15,095,000 over the prior year.  This increase includes the issuance of stock 
related to the acquisition of Foracon.

     The Company recorded net income of $1.8 million, or $.12 per share for 
the three months ended January 31, 1998, compared to $1.5 million, or $.10 per 
share for the same period in the prior year.  Year-to-date, net income for 
fiscal 1998 totaled $5 million, or $.33 per share, compared to $3.6 million, 
or $.24 per share, for fiscal 1997.

HISTORICAL RESULTS OF OPERATIONS ANALYSIS (INCLUDES DIVESTED OPERATIONS)-

     The following analysis compares the three and nine month periods ended 
January 31, 1998 and 1997 as presented in the accompanying Consolidated 
Statements of Income.

     Revenues for the three months ended January 31, 1998 were $34.5 million, 
a decrease of $5.2 million (13%) as compared to the prior year quarter of 
$39.7 million.  For the nine month period ending January 31, 1998 revenues 
decreased $4.8 million (4%) to $117.1 million as compared to $121.9 million 
in the prior year.   These decreases result from the fact that the Access and 
Services operations of the Company were sold during the second quarter of 
fiscal 1998 and thus revenues were not recorded during the quarter ended 
January 31, 1998. Excluding the Access and Services operations, whose 
revenues were $12.2 million in the third quarter of fiscal 1997, revenues in 
the current quarter increased $7 million (26%) versus the prior year.  For 
the nine months ended January 31, 1998, consolidated revenues decreased 
$4.8 million.  This decrease is comprised of a increase in UHP revenues of 
$19.9 million (25%) and a decrease in Access and Services revenues of 
$19 million (62%).  See the "UHP Results of Operations Analysis" for more in 
depth discussion of revenue fluctuations within the UHP business.


                                       -12-

<PAGE>

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


     The gross margin rate was 42% for the current quarter, an improvement 
from 40% in the prior year third quarter.  On a year to date basis gross 
margin rates remain comparable at 40%.  The Access and Services businesses 
historically carry a lower gross margin rate then the Company's UHP product 
line.  See the "UHP Results of Operations Analysis" for additional discussion 
of gross margin rate fluctuations in the UHP business.

     Operating expenses of $11.1 million decreased $1.8 million (14%) for the 
quarter ended January 31, 1998, compared to the prior year and were 
$40.5 million, up $2.1 million (6%) for the nine months ended January 31, 1998 
versus the prior year period.  Excluding the restructuring charge, year to 
date operating expenses decreased $2.8 million (7%) as compared to the prior 
year period.  Current quarter and year to date UHP operating expenses have 
increased 22% and 17% versus the prior year, respectively.  This increase is 
offset by the exclusion of Access and Services expenses during the second and 
third quarters of fiscal 1998.  Operating expenses expressed as a percent of 
revenues were 32% for the current quarter as compared to 33% in the prior 
year period.  For the nine months ending January 31, 1998 operating expenses 
as a percent of revenues were 35% versus 31% in the comparable period last 
year.  Excluding the $4.9 million restructuring charge, operating expenses 
improved to 30% of revenues in the nine months ended January 31, 1998.  See 
the "UHP Results of Operations Analysis" for more in depth discussion of 
operating expenses in the UHP business.

     Operating income for the quarter ended January 31, 1998 was $3.3 million, 
an increase of $454,000 (16%) over the prior year quarter.  For the year, 
operating income was $6.7 million, a decrease of $4.3 million (39%) over the 
like period in the prior year.

     Third quarter fiscal 1998 interest and other expense, net of $553,000 
was down $483,000 (47%) as compared with the prior year.  This decrease is 
primarily a result of reduced interest expense associated with decreased debt 
levels. Year-to-date, interest and other expense, net totaled $2.6 million, 
essentially flat with the prior year.  See the "UHP Results of Operations 
Analysis" for more in depth discussion of interest and other expense, net in 
the UHP business.

     Pre-tax income was $2.8 million in the current quarter versus $1.8 million 
in the prior year.  The UHP operations recorded a $666,000 (31%) improvement 
during the current quarter while Access and Services recorded a loss of 
$271,000 in the prior year quarter but were not included in the current 
quarter.  For the year, pre-tax income was $4.1 million as compared to 
$8.4 million in the prior year period.  See the "UHP Results of Operations 
Analysis" for more in depth discussion of pre-tax income in the UHP business.


                                       -13-

<PAGE>

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


     Based upon the expected tax position of the Company for fiscal 1998, 
taxes have been provided for at 35% versus 29% in the prior year.  The higher 
tax rate in fiscal 1998 is reflective of the projected change in mix of 
pre-tax income to higher taxing jurisdictions.  The income tax rate was lower 
than the statutory rate in both the current and prior year due primarily to 
lower foreign tax rates, benefits from the foreign sales corporation, and an 
ongoing review of the Company's FAS 109 valuation allowance.

     The weighted average number of average shares outstanding for the 
quarter increased to 15,444,000 from 15,069,000 as compared to fiscal 1997.  
Year-to-date average shares outstanding increased to 15,306,000 from 
15,095,000 over the prior year.  This increase includes the issuance of stock 
related to the acquisition of Foracon.

     As a result the Company recorded net income of $1.8 million or $.12 per 
share in the current quarter versus $1.3 million or $.09 per share in the 
prior year period.  For the nine months ended January 31, 1998 the Company 
recorded net income of $2.7 million or $.17 per share as compared to $6 million 
or $.40 per share in the like period last year.

LIQUIDITY AND CAPITAL RESOURCES

     The Company generated $900,000 of cashflow from its operating activities 
during the nine months ended January 31, 1998.  For the like period in the 
prior year, the Company generated $4.9 million from operations.  The current 
year Consolidated Statement of Cashflows reflects the disposition of the 
Access and Services businesses.  A significant portion of cashflow generated 
from operations during the prior year period related to the Access and 
Services units.  However the expenditures for property and equipment for 
these same units exceeded the cashflow they generated from operations.  Total 
notes payable and term obligations at January 31, 1998 were $33.7 million, 
down $21.6 million (39%) from April 30, 1997.  This decrease reflects 
application of cash proceeds from the sale of Access and Services offset in 
part by borrowings to purchase Foracon.  The Company believes that the 
available credit facilities and future working capital generated by 
operations will provide sufficient resources to meet its operating and 
capital requirements for the next twelve months.  The Company's Credit 
Agreement and Private Placement require the Company to comply with certain 
financial covenants.  As of January 31, 1998, the Company was in compliance 
with all such covenants.

     Gross trade receivables at January 31, 1998 decreased $8 million (19%), 
from April 30, 1997.  Excluding Access and Services, the gross trade 
receivables of $33.1 million have increased $5.9 million (22%).  This is the 
result of the increase in sales.

                                       -14-

<PAGE>

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


Days sales in gross accounts receivable can be negatively impacted by the 
traditionally  longer payment cycle outside the United States. 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 January 31, 1998 decreased $2 million (5%), from April 30, 
1997.  Excluding Access and Services, inventory at January 31, 1998 of 
$36.5 million has increased $3.5 million (11%) from April 30, 1997.  This 
increase is a result of the acquisition of Foracon and increases in work in 
process as well as raw materials and parts.

     The Company is currently converting its existing computer applications 
to ensure compliance with the potential date impact of the year 2000.  
Additionally the Company is interviewing key suppliers and customers to 
ensure compliance on their part.  Management currently feels the project will 
be completed in early calendar 1999 and the associated costs will not be 
material to the Company.






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 RISKS ASSOCIATED WITH THE 
RESTRUCTURING, 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 1997 FILED WITH THE SECURITIES 
AND EXCHANGE COMMISSION.


                                       -15-

<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

              None

Item 5.   OTHER INFORMATION

              None

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

              (a)  Exhibits - None

              (b)  Reports on Form 8-K - None


                                       -16-

<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:  March 16, 1998                  /s/ Ronald W. Tarrant
                                       ---------------------
                                       Ronald W. Tarrant
                                       Chairman, President and
                                       Chief Executive Officer
                                       (Principal Executive Officer)


Date:  March 16, 1998                  /s/ Stephen D. Reichenbach
                                       --------------------------
                                       Stephen D. Reichenbach
                                       Executive Vice President, Chief
                                       Financial Officer (Principal Financial
                                       Officer and Principal Accounting Officer)


                                       -17-