UNITED STATES 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 first quarter period ended November 30, 1999

                            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   0-20212

                          ARROW INTERNATIONAL, INC.
                          _________________________

     (Exact name of registrant as specified in its charter)


             Pennsylvania                        23-1969991
             ____________                        __________

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


2400 Bernville Road, Reading, Pennsylvania         19605
__________________________________________         ______

(Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code:(610) 378-0131
                                                   _______________

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
                                                       -    -

Indicate  the number of shares outstanding of  each  of  the
issuer's   classes  of  common  stock,  as  of  the   latest
practicable date.

       Class               Shares outstanding at January 13, 2000
       _____               ______________________________________

Common Stock, No Par Value            22,548,343

</PAGE>


<PAGE>

                  ARROW INTERNATIONAL, INC.

                       Form 10-Q Index


                                                            Page
                                                            ____
[S]                                                         [C]
PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements

          Consolidated Balance Sheets at November 30, 1999
          and August 31, 1999                                3-4

          Consolidated Statements of Income                   5

          Consolidated Statements of Cash Flows              6-7

          Consolidated Statements of Comprehensive Income     8

          Notes to Consolidated Financial Statements         9-12

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations               13-17

  Item 3. Quantitative and Qualitative Disclosures About
          Market Risk                                         18


PART II.  OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K                    19

Signature                                                     20

Exhibit Index                                                 21




                             -2-
</PAGE>


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                    ARROW INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS

                         (In thousands)
                           (Unaudited)

<TABLE>


                                   November 30,   August 31,
                                      1999           1999
                                   ___________    __________

<S>                                <C>            <C>
ASSETS
Current assets:
 Cash and cash equivalents         $    7,689     $    3,939
 Accounts receivable, net              69,828         70,467
 Inventories                           75,929         74,809
 Prepaid expenses and other            15,707         15,394
 Deferred income taxes                  2,018          2,018
                                   __________     __________
  Total current assets                171,171        166,627
                                   ==========     ==========
Property, plant and equipment:
 Total property plant and equipment   210,823        204,939

 Less accumulated depreciation        (91,633)       (88,005)
                                   __________     __________
                                      119,190        116,934
                                   ==========     ==========

Goodwill, net                          40,003         35,698
Intangible and other assets, net       36,781         33,487
Deferred income taxes                   4,899          4,738
                                   __________     __________
  Total other assets                   81,683         73,923
                                   __________     __________
  Total assets                     $  372,044     $  357,484
                                   ==========     ==========
</TABLE>

   See accompanying notes to consolidated financial statements

                            Continued

</PAGE>
                               -3-


<PAGE>
                    ARROW INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS

              (In thousands, except share amounts)
                           (Unaudited)

<TABLE>
                                         November 30,   August 31,
                                            1999           1999
                                         ____________   __________
<S>                                      <C>            <C>

LIABILITIES
Current liabilities:
 Current maturities of long-term debt    $        486   $      470
 Notes payable                                 44,651       32,802
 Accounts payable                               8,304       10,028
 Cash overdrafts                                   -           394
 Accrued liabilities                            9,220        8,707
 Accrued compensation                           6,649        6,223
 Accrued income taxes                           5,173          102
                                         ____________   __________
  Total current liabilities                    74,483       58,726

Long-term debt                                 10,894       11,105
Accrued postretirement benefit obligation       9,587        9,486

Commitments and contingencies                      -            -

SHAREHOLDERS' EQUITY

 Preferred stock, no par value;
  5,000,000 shares authorized;
  none issued                                      -            -
 Common stock, no par value;
  50,000,000 shares authorized;
  issued 26,478,813 shares                     45,661         45,661
 Retained earnings                            258,902        250,931
  Less treasury stock at cost:
  3,733,270 and 3,420,970 shares,
  respectively                                (21,322)       (12,618)
 Accumulated other comprehensive
  expense                                      (6,161)        (5,807)
                                           __________     __________
  Total shareholders' equity                  277,080        278,167
                                           __________     __________
  Total liabilities and
   shareholders' equity                    $  372,044     $  357,484
                                           ==========     ==========

</TABLE>

   See accompanying notes to consolidated financial statements


                               -4-
</PAGE>


<PAGE>

                    ARROW INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF INCOME

       (In thousands, except share and per share amounts)
                           (Unaudited)

<TABLE>

                                            For the Three Months Ended
                                            __________________________

                                            November 30,   November 30,
                                               1999           1998
                                            ____________   ____________

<S>                                         <C>            <C>


Net sales                                   $    76,717    $     68,085
Cost of goods sold                               35,337          31,036
                                           ____________    ____________
 Gross profit                                    41,380          37,049


Operating expenses:
 Research, development and engineering            5,371           5,311
 Selling, general and administrative             18,243          16,855
 Special charge                                   3,320             -
                                           ____________    ____________
 Operating income                                14,446          14,883
                                           ____________    ____________
Other expenses (income):
 Interest expense, net of amounts
   capitalized                                      463             222
 Interest income                                   (149)            (91)
 Other, net                                         160          (1,223)
                                           ____________    ____________
 Other expenses (income), net                       474          (1,092)
                                           ____________    ____________

Income before income taxes                       13,972          15,975
Provision for income taxes                        4,750           5,831
                                           ____________    ____________
 Net income                                $      9,222    $     10,144
                                           ============    ============
Basic and diluted earnings per common
   share                                   $        .40    $        .44
                                           ============    ============
Cash dividends per common share            $       .055    $        .05
                                           ============    ============
Weighted average shares outstanding          22,899,232      23,224,780
                                           ============    ============
</TABLE>


         See accompanying notes to consolidated financial statements



</PAGE>                           -5-






<PAGE>

                    ARROW INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (In thousands)
                           (Unaudited)

<TABLE>

                                            For the Three Months Ended
                                           November 30,      November 30,
                                               1999             1998
                                           ____________      ____________

<S>                                        <C>               <C>
Cash flows from operating activities:
 Net income                                $      9,222      $     10,144

Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation                                     3,838             3,280
 Special charge                                   3,320                -
 Amortization of intangible assets and goodwill   1,246               763
 Amortization of unearned compensation               -                 44
 Deferred income taxes                             (161)             (171)
 Unrealized holding loss on securities              149               171
 Other                                               81                81
 Changes in operating assets and liabilities:
  Accounts receivable                             1,649             1,437
  Inventories                                      (861)           (1,684)
  Prepaid expenses and other                       (455)               45
  Accounts payable and accrued liabilities       (2,470)           (2,643)
  Accrued compensation                              432              (320)
  Accrued income taxes                            5,023             3,164
                                            ___________        __________
  Total adjustments                              11,791             4,167
                                            ___________        __________
  Net cash provided by operating activities      21,013            14,311
                                            ___________        __________
Cash flows from investing activities:
 Capital expenditures                            (6,266)           (4,071)
 (Increase) decrease in intangible and
   other assets                                  (1,036)              416
 Cash paid for businesses acquired, net         (10,595)               -
                                            ___________        __________

  Net cash used in investing activities         (17,897)           (3,655)
                                            ___________        __________
Cash flows from financing activities:
 Increase (decrease) in notes payable            11,247            (4,931)
 Principal payments of long-term debt              (235)             (461)
 Increase (decrease) in book overdrafts            (394)               80
 Dividends paid                                  (1,251)           (1,161)
 Purchase of treasury stock                      (8,703)               (2)
                                            ___________        __________
  Net cash provided by (used) in
     financing activities                           664            (6,475)
                                            ___________        __________
Effect of exchange rate changes on cash and
     cash equivalents                               (30)              233

Net change in cash and cash equivalents           3,750             4,414
Cash and cash equivalents at beginning
     of year                                      3,939             4,652
                                            ___________        __________
Cash and cash equivalents at end of period  $     7,689        $    9,066
                                            ===========        ==========

</TABLE>

   See accompanying notes to consolidated financial statements

                            Continued

                               -6-

<\PAGE>


<PAGE>
                    ARROW INTERNATIONAL, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

                         (In thousands)
                           (Unaudited)


<TABLE>

                                              For the Three Months Ended
                                              ___________________________
                                              November 30,    November 30,
                                                   1999           1998
                                              ___________     ___________

<S>                                           <C>             <C>

Supplemental disclosure of cash flow information:

 Cash paid during the period for:
  Interest (net of amounts capitalized)       $       463     $        222
  Income taxes                                $       903     $      2,829


Supplemental schedule of non-cash investing and financing
activities:

  Estimated fair value of assets acquired,
     net of cash acquired                     $    12,913     $        -
  Cash paid for assets, net of cash acquired
     of $460                                       10,595              -
                                              ___________     ____________
       Liabilities assumed                    $     2,318     $        -
                                              ===========     ============
 Cash paid for business acquired:
  Working capital                             $      (317)    $        -
  Property, plant and equipment                        66              -
  Goodwill, intangible assets and in-process
     research and development                      11,306              -
                                              ___________     ____________
                                              $    11,055     $        -
                                              ===========     ============

</TABLE>


      See accompanying notes to consolidated financial statements


                               -7-
</PAGE>




<PAGE>

                   ARROW INTERNATIONAL, INC.
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                         (In thousands)
                           (Unaudited)


<TABLE>

                                                For the Three Months Ended
                                               ____________________________
                                               November 30,     November 30,
                                                   1999             1998
                                               _____________    ____________
<S>                                            <C>              <C>

Net income                                     $       9,222    $     10,144

Other comprehensive income (expense):
 Currency translation adjustments                       (143)          2,008
 Unrealized holding loss on securities, net of tax
  ($149 and $171, respectively)                         (211)           (259)
                                               _____________    ____________
Other comprehensive income (expense)                    (354)          1,749
                                               _____________    ____________
Total comprehensive income                     $       8,868    $     11,893
                                               =============    ============




</TABLE>


      See accompanying notes to consolidated financial statements


                                 -8-
<\PAGE>


                    ARROW INTERNATIONAL, INC.
           Notes to Consolidated Financial Statements

            (In thousands, except per share amounts)
                           (Unaudited)


Note 1 - Basis of Presentation:

These  unaudited  consolidated financial statements  include  all
adjustments, consisting only of normal recurring accruals,  which
management  considers necessary for a fair  presentation  of  the
Company's consolidated financial position, results of operations,
and  cash  flows for the interim periods presented.  Results  for
the interim periods are not necessarily indicative of results for
the  entire  year.  Such statements are presented  in  accordance
with  the  requirements  of Form 10-Q  and  do  not  include  all
disclosures  normally required by generally  accepted  accounting
principles or those normally made on Form 10-K.

Note 2 - Inventories:

Inventories are summarized as follows:

<TABLE>


                                        November 30,   August 31,
                                           1999           1999
                                        ___________    __________
<S>                                     <C>            <C>


     Finished goods                     $   29,494     $   31,779
     Semi-finished goods                    14,285         12,654
     Work-in-process                        11,037         10,528
     Raw materials                          21,113         19,848
                                        __________     __________
                                        $   75,929     $   74,809
                                        ==========     ==========
</TABLE>



Note 3 - Commitments and Contingencies:

The  Company is a party to certain legal actions arising  in  the
ordinary   course  of  its  business.   Based  upon   information
presently available to the Company, the Company believes  it  has
adequate  legal defenses or insurance coverage for these  actions
and  that the ultimate outcome of these actions would not have  a
material  adverse  effect  on the Company's  business,  financial
position or results of operations.

Note 4 - Related Party Transactions:

During  the  three  months ended November 30, 1998,  the  Company
charged  Arrow Precision Products, Inc. ("Precision"),  which  is
related  to the Company through common ownership, $6 relating  to
the  utilization of certain of the Company's personnel.  No  such
charges were incurred during the three months ended November  30,
1999.   The Company had a net receivable from Precision amounting
to  $375 at November 30, 1998 and no net balance at November  30,
1999.



                            Continued

<\PAGE>                        -9-





<PAGE>


                    ARROW INTERNATIONAL, INC.
           Notes to Consolidated Financial Statements

            (In thousands, except per share amounts)
                           (Unaudited)


Note 4 - Related Party Transactions: (Continued)

During  the  three months ended November 30, 1999 and  1998,  the
Company  made  purchases amounting to $24 and $10,  respectively,
from   Precision  Medical  Products,  Inc.,  ("PMP"),  a   former
subsidiary  of  Precision  currently  owned  by  certain   former
management employees of Arrow Precision Products, Inc., including
T.  Jerome  Holleran,  who  serves as PMP's  Chairman  and  Chief
Executive Officer and as Secretary and a Director of the Company.
In  addition,  the  Company  provided  certain  computer  related
services to PMP for $3 during the three months ended November 30,
1998  but  provided no such services during the  same  period  in
1999.


Note 5 - Accounting Policies:

Certain prior period information has been reclassified for
comparative purposes.


Note 6 - Business Acquisitions:

On  September  1, 1999, the Company completed the acquisition  of
Sometec,  S.A.,  a French development company that  has  recently
developed   a  non-invasive  esophageal  ultrasound  probe   that
continuously  measures descending aortic blood  flow,  for  $11.1
million.   The  acquisition  has been  accounted  for  using  the
purchase  method of accounting.  The allocation of  the  purchase
price  was prepared on a preliminary basis pending completion  of
the  valuation.   The  excess  of the  purchase  price  over  the
estimated  fair value of the net assets acquired of approximately
$3.8  million  is  being amortized over a  period  of  20  years.
Intangible assets acquired are being amortized over a  period  of
10  years.   The  results  of operations  of  this  business  are
included in the Company's consolidated financial statements  from
the  date of acquisition.  Proforma amounts are not presented  as
this  acquisition has no material effect on the Company's results
of operations or financial condition.


Note 7 - Special Charge:

In  the first quarter of fiscal 2000, the Company recorded a non-
cash  pre-tax special charge of $3,320 ($2,191 after tax or  $.10
per  basic  and  diluted common share) related primarily   to   a
write-down  for   the   in-process   research   and   development
acquired in





                            Continued
<\PAGE>
                              -10-






<PAGE>
                    ARROW INTERNATIONAL, INC.
           Notes to Consolidated Financial Statements

            (In thousands, except per share amounts)
                           (Unaudited)


Note 7 - Special Charge: (Continued)

connection with the Company's recent acquisition of Sometec, S.A.
(see   footnote  6).   The  technology  acquired  is  a   compact
monitoring  device  that  measures and  monitors  the  descending
aortic  blood  flow  during anesthesia and intensive  care.   The
device  provides  real-time aortic blood flow (a  measurement  of
cardiac output) by using both pulsed Doppler for measuring  blood
velocity  and M-mode ultrasound to accurately measure the  aortic
diameter.    The  monitoring  system  consists   of   four   main
components: the main console (monitor), a transesophagael  probe,
a disposable jacket and an articulated probe holder.  The monitor
provides  the physician with a continuous display of a  patient's
hemodynamic  profile, including aortic blood  flow,  heart  rate,
stroke  volume,  peak  velocity, acceleration,  left  ventricular
ejection  time  and systemic vascular resistance.  To  facilitate
use  of  this device, a disposable jacket, containing an acoustic
get, is placed over the probe utilizing a special vacuum mounting
tool  supplied  with the jacket.  The Company believes  that  the
speed  and  ease  of  use  of  this new  noninvasive  measurement
technique has the potential of establishing cardiac output  as  a
frequently  used  physician  tool with  value  similar  to  blood
pressure,  EKG  and pulse oximetry measurements.   In  accordance
with  SFAS No. 2, "Accounting for Research and Development Costs"
and  FIN  No.  4,  "Applicability  of  SFAS  No.  2  to  business
combinations accounted for by the Purchase Method",  these  costs
were  charged  to  expense at the date  of  consummation  of  the
acquisition.   The value assigned to purchase Sometec  in-process
technology  was  based on a valuation prepared by an  independent
third-party  appraisal company.  Each of the  technologies  under
development   at  the  date  of  acquisition  was  reviewed   for
technological   feasibility,  stage  of   completeness   at   the
acquisition  date,  and  scheduled  release  dates  of   products
employing the technology to determine whether the technology  was
complete  or  under  development.  At the acquisition  date,  the
research  and  development  project  was  estimated  to  be   75%
complete.   Incomplete  development  efforts  at  the   time   of
acquisition  included improved portability, software  development
and  development  of the disposable sheath.   The  valuation  was
based  on  the  estimated cash flows resulting from  commercially
viable products discounted to present value using a risk adjusted
after  tax  discount rate of 22%.  The research  and  development
costs  and the net cash inflows from these projects are  expected
to  commence  within  a year of the acquisition  date.   However,
while  the  Company believes these projects will be completed  as
planned,  the  Company  cannot  assure  you  that  they  will  be
completed  on  schedule or once completed, that the new  products
resulting  from  these  projects will be successfully  introduced
into  the  marketplace.  The Company does not anticipate material
adverse  changes  from historical pricing,  margins  and  expense
levels  as  a  result of the introduction of the new technologies
related to the projects.



                               -11-

<\PAGE>


<PAGE>

                       ARROW INTERNATIONAL, INC.
              Notes to Consolidated Financial Statements

               (In thousands, except per share amounts)
                              (Unaudited)


Note 8 - Segment Reporting:

In  the  fourth quarter of fiscal 1999, the Company adopted  SFAS  No.
131,   "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information".   SFAS  No.  131 changes the  way  the  Company  reports
information about its operating segments to the "management approach".
The  management approach is based on the way management organizes  the
segments  within  the  enterprise for making operating  decisions  and
assessing  performance.  The Company operates as a  single  reportable
segment.    Restatement of disclosures for prior years have been  made
for   comparative  purposes.   The  Company  operates  in  four   main
geographic  regions,  therefore, information by product  category  and
geographic areas is presented below.

The following table provides quarterly information about the Company's
sales by product category:


<TABLE>
                                 Quarter ending           Quarter ending
                                November 30, 1999        November 30, 1998
                                _________________        __________________
                             Critical       Cardiac    Critical     Cardiac
                               Care           Care       Care         Care
                             _________     ________    _________    ________

<S>                          <C>           <C>         <C>          <C>
Sales to external
  customers                   $ 63,900     $ 12,800     $ 56,100    $ 12,000


</TABLE>



The following tables present quarterly information about geographic
areas:

<TABLE>

                            Quarter ending November 30, 1999
                ______________________________________________________________
                United  Asia and           Other
                States  Africa    Europe   Foreign  Eliminations  Consolidated
                ______  ________  ______   _______  ____________  ____________
<S>             <C>     <C>       <C>      <C>      <C>           <C>

Sales to
unaffiliated
customers      $ 57,992  $ 9,348  $  7,293   $ 2,084   $    -       $ 76,717

Long-lived
 assets        $249,669  $ 3,263  $ 30,689   $ 2,108   $ (89,755)   $195,974



                            Quarter ending November 30, 1998
                ______________________________________________________________
                United  Asia and           Other
                States  Africa    Europe   Foreign  Eliminations  Consolidated
                ______  ________  ______   _______  ____________  ____________
<S>             <C>     <C>       <C>      <C>      <C>           <C>

Sales to
unaffiliated
customers      $ 52,406  $ 7,133  $ 6,817    $ 1,729   $  -         $ 68,085

Long-lived
 assets        $211,940  $ 1,605  $28,491    $ 1,770   $(75,281)    $168,525



</TABLE>


</PAGE>


                                 -12-



<PAGE>


                    ARROW INTERNATIONAL, INC.


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

The   following   discussion  includes  certain   forward-looking
statements.   Such forward-looking statements are  subject  to  a
number  of  factors, including material risks, uncertainties  and
contingencies,  which  could  cause  actual  results  to   differ
materially from the forward-looking statements.  For a discussion
of  important factors that could cause actual results  to  differ
materially from the forward-looking statements, see Exhibit  99.1
to  this  Report  and the Company's periodic  reports  and  other
documents filed with the Securities and Exchange Commission.

                      Results of Operations

Three  Months  Ended November 30, 1999 Compared to  Three  Months
Ended November 30, 1998

Net sales for the first quarter of fiscal 2000 ended November 30,
1999  increased  12.7%  to  $76.7 million,  compared  with  $68.1
million in the same period last year.  Net sales represent  gross
sales  invoiced  to  customers,  less  certain  related  charges,
including freight costs, discounts, returns and other allowances.
Sales  of critical care products increased 13.9% to $63.9 million
from  $56.1  million  in  the comparable prior  year  period  due
primarily   to  additional  unit  shipments  of  central   venous
catheters,  including  increased shipments  of  ARROWg+ard  Blue
(Registration Mark) antiseptic  surface treated catheter products,
special catheters, percutaneous  thrombolytic  devices ("PTDs")
and  drug  infusion pumps.  Sales of cardiac care products increased
to $12.8 million from  $12.0  million,  an increase of 6.7%  from
the  comparable fiscal 1999 period, principally as a result of
increased sales of intra-aortic   balloon  ("IAB")  pump  and
catheter   products. International  sales  increased by 13.6% to
$26.7  million  from $23.5 million in the same prior year period and
represented 34.8% of  net  sales, compared to 34.4% in the comparable
fiscal  1999 period,  principally as a result of increased  sales
of  central venous  catheters  and  IAB  pump  and  catheter  products.
The increased strength of the U.S. dollar, relative to currencies  in
countries  where the Company operates direct sales  subsidiaries,
increased net sales for the quarter by $0.3 million.

Gross  profit  increased  11.7% to $41.4  million  in  the  first
quarter  of the current fiscal year compared to $37.0 million  in
the  same  period of fiscal 1999.  As a percentage of net  sales,
gross  profit  decreased to 53.9% during the three  months  ended
November 30, 1999 from 54.4% in the comparable prior year period,
due to product and distribution mix.

Research, development and engineering expenses increased by  1.1%
to  $5.4  million in the first quarter of fiscal 2000  from  $5.3
million in the comparable prior year period.  As a percentage  of
net  sales,  these  expenses decreased in the  first  quarter  of
fiscal  2000  to  7.0%, compared to 7.8% in the  same  period  in
fiscal 1999.



                              -13-

<\PAGE>



<PAGE>
                  ARROW INTERNATIONAL, INC.


Selling, general and administrative expenses increased by 8.2% to
$18.2  million during the first quarter of fiscal 2000 from $16.9
million  in  the  same period of fiscal 1999 and decreased  as  a
percentage of net sales to 23.8% in the first quarter  of  fiscal
2000  from  24.8% in the comparable period of fiscal  1999.   The
increase was due primarily to additional expenses related to  the
acquisition of the cardiac assist division of C.R. Bard, Inc.  in
the  second  quarter of fiscal 1999 offset by the Company's  cost
containment efforts.

In  the first quarter of fiscal 2000, the Company recorded a non-
cash  pre-tax special charge of $3,320 ($2,191 after tax or  $.10
per basic and diluted common share) related primarily to a write-
down  for  the  in-process research and development  acquired  in
connection with the Company's recent acquisition of Sometec, S.A.
(see   footnote  6).   The  technology  acquired  is  a   compact
monitoring  device  that  measures and  monitors  the  descending
aortic  blood  flow  during anesthesia and intensive  care.   The
device  provides  real-time aortic blood flow (a  measurement  of
cardiac output) by using both pulsed Doppler for measuring  blood
velocity  and M-mode ultrasound to accurately measure the  aortic
diameter.    The  monitoring  system  consists   of   four   main
components: the main console (monitor), a transesophagael  probe,
a disposable jacket and an articulated probe holder.  The monitor
provides  the physician with a continuous display of a  patient's
hemodynamic  profile, including aortic blood  flow,  heart  rate,
stroke  volume,  peak  velocity, acceleration,  left  ventricular
ejection  time  and systemic vascular resistance.  To  facilitate
use  of  this device, a disposable jacket, containing an acoustic
get, is placed over the probe utilizing a special vacuum mounting
tool  supplied  with the jacket.  The Company believes  that  the
speed  and  ease  of  use  of  this new  noninvasive  measurement
technique has the potential of establishing cardiac output  as  a
frequently  used  physician  tool with  value  similar  to  blood
pressure,  EKG  and pulse oximetry measurements.   In  accordance
with  SFAS No. 2, "Accounting for Research and Development Costs"
and  FIN  No.  4,  "Applicability  of  SFAS  No.  2  to  business
combinations accounted for by the Purchase Method",  these  costs
were  charged  to  expense at the date  of  consummation  of  the
acquisition.   The value assigned to purchase Sometec  in-process
technology  was  based on a valuation prepared by an  independent
third-party  appraisal company.  Each of the  technologies  under
development   at  the  date  of  acquisition  was  reviewed   for
technological   feasibility,  stage  of   completeness   at   the
acquisition  date,  and  scheduled  release  dates  of   products
employing the technology to determine whether the technology  was
complete  or  under  development.  At the acquisition  date,  the
research  and  development  project  was  estimated  to  be   75%
complete.   Incomplete  development  efforts  at  the   time   of
acquisition  included improved portability, software  development
and  development  of the disposable sheath.   The  valuation  was
based  on  the  estimated cash flows resulting from  commercially
viable products discounted to present value using a risk adjusted
after  tax  discount rate of 22%.  The research  and  development
costs  and the net cash inflows from these projects are  expected
to  commence  within  a year of the acquisition  date.   However,
while  the  Company believes these projects will be completed  as
planned,  the  Company  cannot  assure  you  that  they  will  be
completed  on  schedule or once completed, that the new  products
resulting from these projects will be successfully
introduced into the marketplace.  The Company does not anticipate
material  adverse  changes from historical pricing,  margins  and
expense  levels  as  a  result of the  introduction  of  the  new
technologies related to the projects.


<\PAGE>

                              -14-


<PAGE>

                    ARROW INTERNATIONAL, INC.


Principally due to the above factors, operating income  decreased
in the first quarter of fiscal 2000 by 3.0% to $14.4 million from
$14.9 million in the comparable prior year period.

Other  expenses  (income),  net, decreased  to  $0.5  million  of
expense during the first quarter of fiscal 2000 from $1.1 million
of  income  in the comparable prior year period.  Other  expenses
(income),  net,  consist  principally  of  interest  expense  and
foreign  exchange gains and losses associated with the  Company's
direct sales subsidiaries.

As  a result of the factors discussed above, income before income
taxes  decreased during the first quarter of fiscal 2000 by 12.5%
to  $14.0 million from $16.0 million in the comparable prior year
period.   For  the  first quarter of fiscal 2000,  the  Company's
effective income tax rate was 34.0%, a decrease from 36.5% in the
same period of fiscal 1999, principally as a result of the recent
completion of tax examinations through August 31, 1998.

Net  income decreased 9.1% to $9.2 million from $10.1 million  in
the comparable fiscal 1999 period.  As a percentage of net sales,
net  income  represented  12.0% during  the  three  months  ended
November 30, 1999, compared to 14.8% in the comparable prior year
period.

Basic and diluted earnings per common share were $.40 and $.44 in
the  first  quarters  of  fiscal  2000  and  1999,  respectively.
Weighted   average   common  shares  outstanding   decreased   to
22,899,232 in the first quarter of fiscal 2000 from 23,224,780 in
the  comparable  prior year period as a result of  the  Company's
previously  announced share repurchase program, which remains  in
effect.


                 Liquidity and Capital Resources

For  the  three months ended November 30, 1999, net cash provided
by operations was $21.0 million, an increase of $6.7 million from
the  same  period  in the prior year, due to higher  net  income,
before a non-cash pre-tax special charge of $3,320 ($2,191  after
tax  or  $.10  per basic and diluted common share  in  the  first
quarter  of  fiscal 2000), and to the timing of  the  payment  of
income  taxes.   Accounts receivable, net of  the  allowance  for
doubtful  accounts, decreased by $.6 million in the three  months
ended  November 30, 1999, compared to a $1.0 million increase  in
the same period in fiscal 1999.  Accounts receivable, measured in
average days sales outstanding during the period, was 83 days  at
November 30, 1999 and 86 days at November 30, 1998.

Net cash used in the Company's investing activities increased  to
$17.9  million in the three months ended November 30,  1999  from
$3.7 million for the same period in fiscal 1999, due primarily to
the Company's acquisition of Sometec S.A..

Financing  activities provided $0.7 million of net  cash  in  the
three  months  ended November 30, 1999, compared  to  using  $6.5
million in the same period in fiscal 1999,






<\PAGE>                         -15-



<PAGE>


                    ARROW INTERNATIONAL, INC.


primarily  as  a  result of increased borrowing  related  to  the
Company's acquisition of Sometec S.A. and increased use  of  cash
to  purchase  shares of its common stock in the  open  market  in
connection   with   the  Company's  previously  announced   share
repurchase  program.   As of November 30, 1999, the  Company  has
expended  $8.7 million to fund repurchases of 312,300  shares  of
its common stock pursuant to this program.

As  of  November  30,  1999, the Company  had  U.S.  bank  credit
facilities  providing  a  total of  $65.0  million  in  available
revolving  credit for general business purposes, of  which  $30.0
million  remained unused.  In addition, certain of the  Company's
foreign subsidiaries had revolving credit facilities totaling the
U.S.  dollar equivalent of $25.0 million, of which $15.3  million
remained  unused  as  of November 30, 1999.  Combined  borrowings
under these facilities increased $11.9 million and decreased $5.0
million during the three months ended November 30, 1999 and 1998,
respectively.

During the three month periods ended November 30, 1999 and  1998,
the  percentage  of  the Company's sales invoiced  in  currencies
other than U.S. dollars was 24.4% and 23.0%, respectively.

As  a  partial  hedge  against adverse fluctuations  in  exchange
rates,  the  Company  periodically enters into  foreign  currency
exchange contracts with certain major financial institutions.  By
their nature, all such contracts involve risk, including the risk
of   nonperformance   by  counterparties.   Accordingly,   losses
relating to these contracts could have a material adverse  effect
upon  the Company's business, financial condition and results  of
operations.  Based upon the Company's knowledge of the  financial
condition   of   the  counterparties  to  its  existing   forward
contracts,  the  Company  believes that  it  does  not  have  any
material  exposure to any individual counterparty.  The Company's
policy   prohibits   the  use  of  derivative   instruments   for
speculative  purposes.   As  of November  30,  1999,  outstanding
foreign  currency  exchange contracts totaling  the  U.S.  dollar
equivalent of $10.2 million mature at various dates through March
2000.   The  Company  expects  to  continue  to  utilize  foreign
currency  exchange  contracts to manage  its  exposure,  although
there  can  be  no assurance that the Company's  effort  in  this
regard will be successful.

Based  upon  its  present plans, the Company  believes  that  its
working  capital,  operating  cash  flow  and  available   credit
resources will be adequate to repay current portions of long-term
debt,  to finance currently planned capital expenditures  and  to
meet the currently foreseeable liquidity needs of the Company.

During  the  periods  discussed above,  the  overall  effects  of
inflation  and  seasonality on the Company's  business  were  not
significant.





<\PAGE>
                              -16-

<PAGE>

                    ARROW INTERNATIONAL, INC.


The  Company expended an aggregate of approximately $1.7  million
and devoted in excess of 1,200 man-days in internal resources  in
fiscal  1998  and 1999 and the first quarter of  fiscal  2000  to
achieve  its  objective of ensuring that the Company's  products,
business systems and support services to customers would continue
to  operate  satisfactorily on and after January  1,  2000.   The
Company  has described in detail its efforts to address the  Year
2000  problem  as it may have related to its business  operations
and  regulation by the Food and Drug Administration in its Annual
Report on Form 10-K for its fiscal year ended August 31, 1999 and
in its other filings with the Securities and Exchange Commission.

Subsequent  to the end of the Company's first quarter  of  fiscal
2000,  the  calendar changed to the year 2000.  The business  and
operations of the Company experienced no material adverse effects
from  the date change, nor has the Company been notified  of  any
disruptions or failures in the systems of any of its suppliers or
customers.   There  is  an ongoing risk that  Year  2000  related
problems  could  still  occur and the Company  will  continue  to
evaluate these risks; however, the Company believes that the Year
2000 issue will not pose any significant operational problems for
the Company.





























</PAGE>
                              -17-

<PAGE>

                    ARROW INTERNATIONAL, INC.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk:

Financial Instruments:

During  the three month period ended November 30, 1999 and  1998,
the  percentage  of  the Company's sales invoiced  in  currencies
other  than  U.S. dollars was 24.4% and 23.0%, respectively.   In
addition,  a  small part of the Company's cost of goods  sold  is
denominated  in  foreign  currencies.  The  Company  enters  into
foreign   currency  forward  contracts,  which   are   derivative
financial  instruments,  with  major  financial  institutions  to
reduce  the  effect  of  these foreign currency  risk  exposures,
primarily  on  U.S.  dollar  cash  inflows  resulting  from   the
collection  of  intercompany receivables denominated  in  foreign
currencies.  Such transactions occur throughout the year and  are
probable, but not firmly committed.  Forward contracts are marked
to  market  each  accounting period, and the resulting  gains  or
losses  on these contracts are recorded in Other Income / Expense
of  the  Company's  consolidated statements of income.   Realized
gains  and  losses on these contracts are offset by  the  assets,
liabilities and transactions being hedged.  The Company does  not
use  financial  instruments for trading or speculative  purposes.
The  Company  expects  to  continue to utilize  foreign  currency
exchange contracts to manage its exposure, although there can  be
no  assurance that the Company's efforts in this regard  will  be
successful.

Operations  of  the Company are also exposed to,  in  the  normal
course  of  business,  fluctuations  in  interest  rates.    This
interest  rate  risk exposure results from changes in  short-term
U.S.  dollar  interest rates.  The Company does  not  expect  the
impact of interest rate volatility to be significant.

The  Company's  exposure to credit risk consists  principally  of
trade  receivables.  Hospitals and international dealers  account
for a substantial portion of trade receivables and collateral  is
generally   not   required.   The  risk  associated   with   this
concentration  is  limited due to the Company's  on-going  credit
review procedures.

At  November 30, 1999, the Company had forward exchange contracts
to  sell foreign currencies which mature at various dates through
March  2000.  The  following  table identifies  forward  exchange
contracts  to  sell foreign currencies at November 30,  1999  and
August 31, 1999 as follows:

<TABLE>

                              November 30, 1999        August 31, 1999
                             Notional   Fair Market   Notional   Fair Market
                              Amounts     Value        Amounts     Value
                             _________  __________    _________  _________
<S>                          <C>        <C>           <C>        <C>
Foreign currency:
(U.S. Dollar Equivalents)

 Japanese yen                 $ 4,473     $ 4,678       $ 5,698   $ 5,855
 Canadian dollars               1,591       1,595         1,115     1,108
 Greek drachmas                 1,809       1,842         1,571     1,603
 Mexican peso                   1,537       1,589         1,012     1,064
 African rand                     795         809         1,270     1,314
                             ________    ________      ________  ________
                              $10,205     $10,513       $10,666   $10,944
                             ========    ========      ========  ========

</TABLE>
</PAGE>
                              -18-



<PAGE>

                   ARROW INTERNATIONAL, INC.


PART II.  OTHER INFORMATION


Item 6.   Exhibits and reports on Form 8-K

          (a)  Exhibits

               The following exhibits will be filed as part of
               this Form 10-Q:

               Exhibit 27      *Financial Data Schedule

               Exhibit 99.1    Cautionary Statement for Purposes
                               of the Safe Harbor Provisions of
                               the Private Securities Litigation
                               Reform Act of 1995

          (b)  Reports on Form 8-K

               No reports on Form 8-K were filed during the
               quarter ended November 30, 1999.



















*Not  deemed  filed for purposes of Section 11 of the  Securities
Act  of  1933, Section 18 of the Securities Exchange Act of  1934
and  Section 323 of the Trust Indenture Act of 1939, or otherwise
subject  to the liabilities of such sections and not deemed  part
of any registration statement to which such exhibit relates.


</PAGE>



                              -19-



<PAGE>

                    ARROW INTERNATIONAL, INC.

                            SIGNATURE


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.

                                        ARROW INTERNATIONAL, INC.
                                              (Registrant)



Date: January 14, 2000                 By:  /s/ Frederick J. Hirt
                                       __________________________
                                               (signature)

                                       Frederick J. Hirt
                                       Vice President-Finance
                                       and Treasurer
                                       (Principal Financial Officer and
                                       Chief Accounting Officer)




























</PAGE>                              -20-



<PAGE>
<TABLE>


<S>                          EXHIBIT INDEX


Exhibit   Description
Number    of Exhibit                  Method of Filing
_______   ___________                 ________________
<C>       <C>                         <C>

27        *Financial Data Schedule    EDGAR

99.1      Cautionary Statement for    Page 22-26 of this report
          Purposes of the Safe
          Harbor Provisions of the
          Private Securities
          Litigation Reform Act of
          1995






























*Not  deemed  filed for purposes of Section 11 of the  Securities
Act  of  1933, Section 18 of the Securities Exchange Act of  1934
and  Section 323 of the Trust Indenture Act of 1939, or otherwise
subject  to the liabilities of such sections and not deemed  part
of any registration statement to which such exhibit relates.



</PAGE>
                              -21-

<PAGE>

                          EXHIBIT 99.1

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     From  time  to  time, in both written reports  and  in  oral
statements  by  our  senior management,  expectations  and  other
statements are expressed regarding our future performance.  These
forward-looking statements are inherently uncertain and investors
must  recognize  that events could turn out to be different  than
such  expectations  and  statements.  Key factors  impacting  our
current and future performance are discussed in our Annual Report
on  Form 10-K for our fiscal year ended August 31, 1999 and other
filings   with  the  Securities  and  Exchange  Commission   (the
"Commission").   In addition to such information  in  our  Annual
Report  on  Form 10-K and our other filings with the  Commission,
investors   should  consider  the  following  risk   factors   in
evaluating us and our business, as well as in reviewing  forward-
looking  statements contained in our periodic reports filed  with
the  Commission  and  in  oral  statements  made  by  our  senior
management.  Our actual results could differ materially from such
forward-looking  statements due to material risks,  uncertainties
and contingencies, including, without limitation, those set forth
below.

Stringent Government Regulation

     Our products are subject to extensive regulation by the Food
and  Drug  Administration (the "FDA") and, in some jurisdictions,
by   state,  local  and  foreign  governmental  authorities.   In
particular,  we must obtain specific clearance or  approval  from
the  FDA  before  we can market new products or certain  modified
products  in  the  United  States.  With  the  exception  of  one
product,  we have, to date, obtained FDA marketing clearance  for
our  products  only  through  the 510(k)  premarket  notification
process.   Certain of our products under development  and  future
applications,  however, will require approval  through  the  more
vigorous  Premarket  Approval application ("PMA")  process.   The
process  of  obtaining such clearances or approvals can  be  time
consuming and expensive.  We cannot assure you that the FDA  will
grant all clearances or approvals sought by us or that FDA review
will  not  involve delays adversely affecting the  marketing  and
sale  of  our  products.   We  are also  required  to  adhere  to
applicable  regulations setting forth current Good  Manufacturing
Practices ("GMP") which require that we manufacture our  products
and  maintain our records in a prescribed manner with respect  to
manufacturing, testing and control activities.  In  addition,  we
are  required  to comply with FDA requirements for  labeling  and
promotion  of  our products.  Failure to comply  with  applicable
federal,  state,  local  or  foreign laws  or  regulations  could
subject  us  to  enforcement action, including product  seizures,
recalls,  withdrawal of clearances or approvals,  and  civil  and
criminal  penalties,  any  one or more  of  which  could  have  a
material adverse effect on our business, financial condition  and
results  of operations.  Many of the foreign countries  where  we
conduct business have adopted medical device laws and regulations
with  similar  substantive and enforcement provisions.   Federal,
state,  local  and  foreign  laws and regulations  regarding  the
development, manufacture and sale of medical devices are  subject
to  future changes.  We cannot assure you that such changes  will
not  have  a  material adverse effect on our business,  financial
condition and results of operations.

</PAGE>
                              -22-



<PAGE>

Significant Competition and Continual Technological Change

      The markets for medical devices are highly competitive.  We
currently  compete  with many companies in  the  development  and
marketing of catheters and related medical devices.  Some of  our
competitors have access to greater financial and other  resources
than us.

       Furthermore,   the   markets  for  medical   devices   are
characterized  by  rapid  product development  and  technological
change.  Technological advances by one or more of our current  or
future  competitors could render our present or  future  products
obsolete  or  uneconomical.  Our future success will depend  upon
our  ability  to  develop new products and technology  to  remain
competitive  with  other  developers  of  catheters  and  related
medical  devices. Our business strategy emphasizes the  continued
development  and  commercialization  of  new  products  and   the
enhancement  of  existing  products for  the  critical  care  and
cardiac care markets.  We cannot assure you that we will be  able
to  continue to successfully develop new products and to  enhance
existing   products,   to  manufacture  these   products   in   a
commercially   viable  manner,  to  obtain  required   regulatory
approvals  or  to  gain satisfactory market  acceptance  for  our
products.

Cost  Pressures  on Medical Technology and Proposed  Health  Care
Reform

       Our  products  are  purchased  principally  by  hospitals,
hospital  networks  and  hospital buying  groups.   Although  our
products  are used primarily for non-optional medical procedures,
we  believe that the overall escalating cost of medical  products
and  services  has  led and will continue to  lead  to  increased
pressures  upon the health care industry to reduce  the  cost  or
usage  of  certain products and services.  In the United  States,
these  cost  pressures are leading to increased emphasis  on  the
price and cost-effectiveness of any treatment regimen and medical
device.   In  addition, third party payors, such as  governmental
programs,  private insurance plans and managed care plans,  which
are  billed  by  hospitals  for such health  care  services,  are
increasingly negotiating the prices charged for medical  products
and services and may deny reimbursement if they determine that  a
device  was not used in accordance with cost-effective  treatment
methods as determined by the payor, was experimental, unnecessary
or  used for an unapproved indication.  In international markets,
reimbursement  systems  vary  significantly  by  country.    Many
international markets have government managed health care systems
that  control  reimbursement  for  certain  medical  devices  and
procedures  and,  in most such markets, there  also  are  private
insurance systems which impose similar cost restraints. We cannot
assure  you  that hospital purchasing decisions or government  or
private  third party reimbursement policies in the United  States
or  in  international  markets  will  not  adversely  affect  the
profitability of our products.

      In  recent years, several comprehensive health care  reform
proposals have been introduced in the U.S. Congress.  While  none
of these proposals have to date been adopted, the intent of these
proposals was, generally, to expand health care coverage





<\PAGE>
                              -23-


<PAGE>

for  the uninsured and reduce the rate of growth of total  health
care   expenditures.   In  addition,  certain  states  have  made
significant  changes to their Medicaid programs and have  adopted
various   measures   to   expand  coverage   and   limit   costs.
Implementation of government health care reform and other efforts
to  control costs may limit the price of, or the level  at  which
reimbursement  is  provided for, our products.   Several  foreign
countries   have  recently  considered,  and  in  some  countries
adopted,  similar  reforms to limit the  growth  of  health  care
costs,  including price regulation.  We anticipate that Congress,
state  legislatures, foreign governments and the  private  sector
will  continue  to  review  and assess  alternative  health  care
delivery  and payment systems.  We cannot predict what additional
legislation  or regulation, if any, relating to the  health  care
industry may be enacted in the future or what impact the adoption
of  any  federal,  state or foreign health care  reform,  private
sector  reform  or  market forces may have on our  business.   We
cannot  assure you that any such reforms will not have a material
adverse effect on the medical device industry in general,  or  on
our business, in particular.

Dependence on Patents and Proprietary Rights

      We  own  numerous U.S. and foreign patents and have several
U.S.  and  foreign  patent applications pending.   We  also  have
exclusive  license  rights  to  certain  patents  held  by  third
parties.  These patents relate to aspects of the technology  used
in certain of our products.  From time to time, we are subject to
legal  actions  involving patent and other intellectual  property
claims.   Successful litigation against us regarding our  patents
or  infringement  of  the patent rights of others  could  have  a
material adverse effect on our business, financial condition  and
results  of operations.  In addition, we cannot assure  you  that
pending patent applications will result in issued patents or that
patents issued to or licensed-in by us will not be challenged  or
circumvented  by competitors or found to be valid or sufficiently
broad  to  protect  our  technology or to  provide  it  with  any
competitive  advantage.   We  also  rely  on  trade  secrets  and
proprietary technology that we seek to protect, in part,  through
confidentiality agreements with employees, consultants and  other
parties.  We cannot assure you that these agreements will not  be
breached,  that  we will have adequate remedies for  any  breach,
that   others   will  not  independently  develop   substantially
equivalent proprietary information or that third parties will not
otherwise gain access to our trade secrets.

      There has been substantial litigation regarding patent  and
other   intellectual  property  rights  in  the  medical  devices
industry.  Historically, litigation has been necessary to enforce
certain   patent  and  trademark  rights  held  by  us.    Future
litigation  may  be  necessary  to  enforce  patent   and   other
intellectual  property rights belonging to  us,  to  protect  our
trade secrets or other know-how owned by us, or to defend ourself
against  claimed  infringement of the rights  of  others  and  to
determine  the scope and validity of our and others'  proprietary
rights.  Any such litigation could result in substantial cost  to
and  diversion  of effort by us.  Adverse determinations  in  any
such  litigation could subject us to significant  liabilities  to
third parties, require us to seek licenses from third parties and
prevent  us from manufacturing, selling or using certain  of  our
products, any one or more of which could have a material  adverse
effect  on  our  business,  financial condition  and  results  of
operations.

<\PAGE>


                              -24-
<PAGE>


Risks Associated with International Operations

      We generate significant sales outside the United States and
are  subject  to  risks generally associated  with  international
operations,   such   as   unexpected   changes   in    regulatory
requirements, tariffs, customs, duties and other trade  barriers,
difficulties in staffing and managing foreign operations,  longer
payment  cycles,  problems  in  collecting  accounts  receivable,
political risks, fluctuations in currency exchange rates, foreign
exchange  controls  which  restrict or prohibit  repatriation  of
funds, technology export and import restrictions or prohibitions,
delays   from   customs  brokers  or  government   agencies   and
potentially adverse tax consequences resulting from operating  in
multiple jurisdictions with different tax laws, any one  or  more
of  which  could materially adversely impact the success  of  our
international  operations.   As our revenues  from  international
operations  increase, an increasing portion of our  revenues  and
expenses  will  be  denominated in  currencies  other  than  U.S.
dollars and, consequently, changes in exchange rates could have a
greater  effect on our future operations.  We cannot  assure  you
that such factors will not have a material adverse effect on  our
business,  financial  condition and results  of  operations.   In
addition,  we  cannot  assure  you that  laws  or  administrative
practices  relating  to regulation of medical devices,  taxation,
foreign  exchange or other matters of countries within  which  we
operate  will  not  change.  Any such change could  also  have  a
material adverse effect on our business, financial condition  and
results of operations.

Potential Product Liability

     Our business exposes us to potential product liability risks
which are inherent in the testing and marketing of catheters  and
related medical devices. Our products are often used in intensive
care settings with seriously ill patients.  In addition, many  of
the  medical devices manufactured and sold by us are designed  to
be  implanted  in  the human body for long periods  of  time  and
component  failures,  manufacturing  flaws,  design  defects   or
inadequate  disclosure of product-related risks with  respect  to
these  or other products manufactured or sold by us could  result
in  an  unsafe condition or injury to, or death of, the  patient.
The  occurrence  of  such  a  problem  could  result  in  product
liability claims and/or a recall of, or safety alert relating to,
one  or  more  of our products.  We cannot assure  you  that  the
product liability insurance maintained by us will be available or
sufficient to satisfy all claims made against us or that we  will
be  able to obtain insurance in the future at satisfactory  rates
or  in  adequate  amounts.  Product liability claims  or  product
recalls  in  the  future, regardless of their  ultimate  outcome,
could  result  in  costly litigation and could  have  a  material
adverse effect on our business or reputation or on our ability to
attract and retain customers for our products.

Risks Associated with Derivative Financial Instruments

      As a partial hedge against adverse fluctuations in exchange
rates,  we  periodically  enter into  foreign  currency  exchange
contracts  with certain major financial institutions.   By  their
nature, all such contracts involve risk, including the risk of



</PAGE>                         -25-



<PAGE>

nonperformance  by counterparties.  Accordingly, losses  relating
to  these contracts could have a material adverse effect upon our
business,  financial condition and results  of  operations.   Our
policy   prohibits   the  use  of  derivative   instruments   for
speculative purposes.

Dependence on Key Management

      Our success depends upon the continued contributions of key
members of our senior management team, certain of whom have  been
with  us since our inception in 1975.  Accordingly, loss  of  the
services of one or more of these key members of management  could
have  a  material adverse effect on our business.  None of  these
individuals has an employment agreement with us.

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                              -26-


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