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, 1996

                                     		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.)


3000 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, 1997
  --------                           --------------------------------------
  Common Stock, No Par Value                     	23,228,779



                           ARROW INTERNATIONAL, INC.

                              Form 10-Q Index


                                                                      		Page
                                                                        ----
PART I.	FINANCIAL INFORMATION

	Item 1.  Financial Statements

        		Consolidated Balance Sheets at November 30, 1996
        		and August 31, 1996                                          	3-4

        		Consolidated Statements of Income                              	5

        		Consolidated Statements of Cash Flows                        	6-7

        		Notes to Consolidated Financial Statements                   	8-9

	Item 2.  Management's Discussion and Analysis of Financial
        		Condition and Results of Operations                        	10-13



PART II.	OTHER INFORMATION	
	
	Item 6.  Exhibits and Reports on Form 8-K                              	14

Signature	                                                             		15

Exhibit Index                                                          		16
















                                           2


PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


                               ARROW INTERNATIONAL, INC.
                             CONSOLIDATED BALANCE SHEETS

                           (All Dollar Amounts in Thousands)

                                         				November 30,       		  August 31,
                                               	1996              	   	1996
                                             ------------         ------------
                         			                	(Unaudited)
ASSETS

Current assets:
	Cash and cash equivalents                  	$      7,763        	$     	4,807
		Accounts receivable, net                       		51,176             		50,093
		Inventories	                                    	45,350             		43,509
	Prepaid expenses and other	                      	10,472               	9,575
	Deferred income taxes		                            2,746              		2,709
                                              -----------        -------------
	Total current assets	                           	117,507            		110,693
                                              -----------        -------------
Property, plant and equipment:
	Total property, plant and equipment            		163,118	            	158,551
		Less accumulated depreciation	                  	52,423	             	49,552
	                                             -----------        -------------
  Property, plant and equipment, net	            	110,695            		108,999
                                              -----------        -------------
Other assets:
		Goodwill, net                                  		51,042             		51,754
	Intangible and other assets, net		                26,304             		27,975
                                              -----------        -------------
	Total other assets	                              	77,346             		79,729
                                              -----------        ------------- 
	Total assets                                	$  	305,548        $    	299,421
                                              ===========        =============








           See accompanying notes to consolidated financial statements

                                 Continued

                                     3


                         ARROW INTERNATIONAL, INC.
                       CONSOLIDATED BALANCE SHEETS

                   (All Dollar Amounts in Thousands)

                                        				November 30,       		August 31,	
			                                            	1996	             		1996	
                                            ------------        ------------
		                                          	(Unaudited)
LIABILITIES

Current liabilities:
	Current maturities of long-term debt      	$      	5,156     	$       6,293
	Notes payable	                                   	27,028           		27,708
	Accounts payable	                                 	5,654            		8,078
	Accrued liabilities	                              	8,501            		6,297
	Accrued compensation	                             	5,582            		5,493
	Accrued income taxes	                             	5,508            		1,738
                                           --------------      -------------
		Total current liabilities	                      	57,429	           	55,607

Long-term debt	                                   	14,488            	15,988
Accrued postretirement benefit obligation	         	7,686	            	7,577
Deferred income taxes	                               	137               	476
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		                       45,580            	45,580
	Retained earnings	                              	190,855	          	183,502
		Less cost of treasury stock:
		3,250,034 and 3,249,914 shares
		of Common Stock, respectively                  		(8,311)          		(8,308)
	Unearned compensation	                             	(415)            		(469)
	Cumulative translation adjustment                 		(856)             	(532)
	Unrealized holding loss on 
		securities, net of tax	                         	(1,045)             		- 
                                              -----------        -----------
		Total shareholders' equity              	      	225,808          		219,773
                                              -----------        -----------
		Total liabilities and
		shareholders' equity                       	$   305,548	       $  	299,421
                                              ===========        ===========
           
            See accompanying notes to consolidated financial statements

                                          4


                              ARROW INTERNATIONAL, INC.
                         CONSOLIDATED STATEMENTS OF INCOME

                                   (Unaudited)

             (All Dollar Amounts in Thousands, Except Per Share Data)

                                                   	For the Three Months
	                                                   Ended November 30,

                                                   	 	1996 	       		1995
                                                   ----------     ----------
Net sales                                         	$  	59,190    	$  	54,511
Cost of goods sold	                                   	27,405	       	24,829
                                                   ----------     ---------- 
	Gross profit	                                        	31,785       		29,682


Operating expenses:
	Research, development and engineering	                	3,808	        	3,159
	Selling, general and administrative                 		13,960       		13,169
                                                   ----------     ----------

	Operating income	                                    	14,017       		13,354
                                                   ----------     ----------
Other expenses (income):				
	Interest expense, net of amounts capitalized	           	461          		448
	Interest income	                                       	(199)        		(133)
	Other, net		                                             290         		(100)
	                                                  ----------     ----------
 Other expenses (income), net	                           	552          		215
                                                   ----------     ----------
Income before income taxes	                           	13,465	       	13,139
Provision for income taxes                            		5,184        		4,861
                                                   ----------     ----------
	Net income	                                       $   	8,281    	$   	8,278
                                                   ==========     ==========

Net income per common share                       	$     	.36    	$     	.36
                                                   ==========     ==========
Cash dividends per common share                   	$     	.04    	$    	.035
                                                   ==========     ==========
Weighted average shares outstanding	              	23,228,859   		23,231,008
                                                   ==========     ==========






          See accompanying notes to consolidated financial statements

                                      5


                        ARROW INTERNATIONAL, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                              (Unaudited)

                     (All Dollar Amounts in Thousands)
		
                                                     	For the Three Months 
	                                                     Ended November 30,

                                                       		1996      			1995
	                                                    ----------   -----------
Cash flows from operating activities:
	Net income                                         	$   	8,281  	$    	8,278

Adjustments to reconcile net income to
	net cash provided by operating activities:
	Depreciation                                           		2,871       		2,437
	Amortization of intangible assets	                        	991         		603
	Amortization of unearned compensation	                     	51          		54 
	Deferred income taxes                                   		(375)	        	312
	Other	                                                    	506        		(234)
	Changes in operating assets and liabilities:	
	 Accounts receivable	                                  	(1,114)     		(1,555)
 	Inventories		                                         	(1,840)     		(2,282)
 	Prepaid expenses and other		                            	(897)       		(749)
 	Accounts payable and accrued liabilities	               	(221)        	(185)
 	Accrued compensation		                                    	89           	87
 	Accrued income taxes		                                 	3,770       		2,958
                                                     ----------     ---------
 	Total adjustments		                                    	3,831       		1,447
                                                     ----------     ---------
		Net cash provided by operating activities	            	12,112       		9,724
                                                     ----------     ---------
Cash flows from investing activities:
	Capital expenditures	                                  	(4,567)     		(7,859)
	Increase in intangible and other assets	                 	(344)	     	(1,156)
                                                     ----------     ---------
		Net cash used in investing activities                		(4,911)     		(9,015)
                                                     ----------     ---------
Cash flows from financing activities:
	Decrease (increase) in notes payable                    		(678)      		1,128
	Principal payments of long-term debt                  		(2,638)     		(2,318)
	Dividends paid		                                          (929)       		(813)
	                                                    ----------     ---------  
	Net cash used in           
		financing activities	                                 	(4,245)     		(2,003)
                                                     ----------     ---------
Net change in cash and cash equivalents	                 	2,956	      	(1,294)
Cash and cash equivalents at beginning of year	          	4,807	       	9,453
                                                     ----------     ---------
Cash and cash equivalents at end of period          	$   	7,763    	$  	8,159
                                                     ==========     =========
         
            See accompanying notes to consolidated financial statements

                                  Continued

                                       6

 
                           ARROW INTERNATIONAL, INC.  
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                (Unaudited)

                    (All Dollar Amounts in Thousands)

                                                    		For the Three Months
		                                                     Ended November 30,
	
	                                                    	  1996       	 	1995
                                                     --------      ---------
	

Supplemental disclosure of cash flow information:

Cash paid during the period for:
	Interest (net of amounts capitalized)              	$	   461    	$    	448
	Income taxes                                       	$   	379    	$    	397




























          See accompanying notes to consolidated financial statements

                                        7


                            ARROW INTERNATIONAL, INC.
                   Notes to Consolidated Financial Statements

                                  (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 period are not necessarily indicative of
results for the entire year.  All dollar amounts are presented in thousands,
except per share amounts.


Note 2 - Inventories

Inventories are summarized as follows:


                                               				November 30,   		August 31,	
                                                  				1996	          		1996	
                                                   -----------      ----------
		Finished goods                                  	$   	17,531     	$  	16,878
		Semi-finished goods	                                 	11,710        		10,010
		Work-in-process	                                      	6,169         		7,107
		Raw materials	                                        	9,940         		9,514
                                                   -----------      ----------
			                                                $   	45,350     	$  	43,509
                                                   ===========      ==========



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 financial position
or results of operations.


 
                                   Continued
  
                                       8


                           ARROW INTERNATIONAL, INC.
                 Notes to Consolidated Financial Statements

                                 (Unaudited)


Note 4 - Related Party Transactions

Certain of the Company's facilities, personnel and services are being utilized
by Arrow Precision Products, Inc. ("Precision").  Precision is related to the
Company through common ownership.  The Company charged Precision $110 and $131 
for the cost of such utilization during the three months ended November 30, 
1996 and 1995, respectively.  The Company made purchases from Precision 
amounting to $396 and $305 for the three months ended November 30, 1996 
and 1995, respectively.  In addition, the Company made payments on behalf of 
Precision related to certain costs incurred by Precision for which the Company 
was reimbursed, amounting to $166 and $204 for the three months ended 
November 30, 1996 and 1995, respectively.  The Company had a net payable to 
Precision amounting to $1 and a net receivable from Precision amounting to 
$49 ended November 30, 1996 and 1995, respectively.




























                                      9


                       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, 1996 Compared to Three Months Ended 
November 30, 1995

Net sales for the three months ended November 30, 1996 increased 8.6% to 
$59.2 million compared with $54.5 million in the same period last year.  Net 
sales represent gross sales invoiced to customers, plus royalty income, less 
certain related charges, including freight costs, discounts, returns, and other
allowances. This increase was due primarily to an increase in unit volume in the
Company's central venous catheter products, including increased shipments of 
ARROWg+ard Blue trademark antiseptic surface treated catheter products. 
Sales of critical care products increased 10.4% to $49.7 million from $45.0
million in the comparable prior period.  Interventional procedure product
sales increased to $9.5 million from $9.2 million, an increase of 3.2% over
the comparable fiscal 1996 period.  International sales increased by $2.4
million, or 12.1%, to 37.5% of net sales, excluding royalty income, compared
to 36.5% in the comparable period of fiscal 1996, principally as a result of
increased sales of multi-lumen catheter products.

Gross profit increased 7.1% to $31.2 million in the first quarter of the
current fiscal year compared to $29.7 million in the same period of fiscal 1996.
As a percentage of net sales, gross profit decreased to 53.7% during the three 
months ended November 30, 1996 from 54.5% in the comparable prior period 
due primarily to a reduction in royalty income and an increase in royalty 
expenses included in cost of sales.

Research, development and engineering expenses increased by 20.5% to $3.8 
million in the first quarter of the current fiscal year from $3.2 million in
the comparable prior period.  As a percentage of net sales, these expenses 
increased in the first quarter of fiscal 1997 to 6.4%, compared to 5.8% in the


                                    10


                        ARROW INTERNATIONAL, INC.


same period in fiscal 1996, primarily as a result of increased spending related
to research, product development, process development and clinical trial 
activities. Current research programs include the development of pullback
atherectomy catheters for treating coronary artery disease, microwave ablation
catheters for the treatment of heart arrythmias and a fully implantable Left
Ventricular Assist Device. 

Selling, general and administrative expenses increased by 6.0% to $14.0 million 
during the first quarter of the current fiscal year from $13.2 million in the
same period of fiscal 1996 and decreased as a percentage of net sales to 23.6% 
in the first quarter of fiscal 1997 from 24.2% in the comparable period of
fiscal 1997. The increase was due primarily to additions to the Company's
domestic direct sales force to replace a distributor in the New England area
and an increase in expenses related to the amortization of certain intangible
assets. 

Principally due to the above factors, operating income increased in the first 
quarter of fiscal 1997 by 5.0% to $14.0 million from $13.3 million in the 
comparable prior period.

Other expenses (income), net, increased to $0.5 million during the first quarter
of fiscal 1997 from $0.2 million in the comparable prior period.  Other
expenses (income), net, consist principally of interest expense and foreign
exchange gains and losses associated with the Company's direct sales 
subsidiaries, which resulted in a net loss in both periods.

As a result of the factors discussed above, income before income taxes 
increased during the first quarter of fiscal 1997 by 2.5% to $13.5 million from 
$13.1 million in the comparable prior period.  For the first quarter of fiscal
1997, and for the remainder of fiscal 1997, the Company's effective income tax 
rate was, and is expected to remain, 38.5%, an increase from 37.0% in fiscal 
1996, principally as a result of its generating a larger proportion of earnings
in higher-tax jurisdictions.

Net income was $8.3 million in both periods.  As a percentage of net sales, net 
income represented 14.0% during the three months ended November 30, 1996, 
compared to 15.2% in the comparable prior period.

Net income per common share was $.36 for both periods.  Weighted average 
common shares outstanding decreased to 23,228,859 in the first quarter of 
fiscal 1997 from 23,231,008 in the comparable prior period.





                                  11

 
                     ARROW INTERNATIONAL, INC.

                   Liquidity and Capital Resources

For the three months ended November 30, 1996, net cash provided by 
operations was $12.1 million, an increase of $2.4 million from the same
period in the prior year.  Accounts receivable increased by $1.1 million in the 
three months ended November 30, 1996, compared to a $1.6 million increase in the
same period in fiscal 1996.  Accounts receivable, measured in average days 
sales outstanding during the period, increased to 78 days at November 30, 1996,
from 74 days at November 30, 1995, due principally to an increase in the 
collection period for the Company's international sales.

Net cash used in the Company's investing activities decreased to $4.9 million
in the three months ended November 30, 1996 from $9.0 million for the three 
months ended November 30, 1995, principally as a result of a decrease in
capital expenditures related to the completion of the construction and equipping
of the Company's new manufacturing and research facility in the Czech Republic, 
which became operational in January 1996 and began shipments in the fourth 
quarter of fiscal 1996 to support the growing European market.

Financing activities used $4.2 million in the three months ended November 30, 
1996, compared to using $2.0 million in the same period in fiscal 1996.  This 
change resulted principally from a decrease in borrowings under the Company's 
revolving credit facility and repayments of long-term debt. 

As of November 30, 1996, the Company had U.S. bank credit facilities providing 
a total of $55.0 million in available revolving credit for general business 
purposes, of which $32.7 million remained unused.  In addition, certain of the 
Company's foreign subsidiaries have revolving credit facilities totaling the
U.S. dollar equivalent of $9.7 million, of which $5.0 million remained unused as
of November 30, 1996.  Combined borrowings under these facilities decreased 
$0.7 million and increased $1.2 million during the three months ended November 
30, 1996 and 1995, 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.




                                    12


                       ARROW INTERNATIONAL, INC.


During the three month periods ended November 30, 1996 and 1995, the 
percentage of the Company's sales invoiced in currencies other than U.S.
dollars was 26.4% and 26.1%, respectively.  As of November 30, 1996,
outstanding foreign currency exchange contracts totaling the U.S. dollar
equivalent of $23.2 million mature at various dates through May 1997.  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.




























                                  13


                      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, 1996.
























                                 14


                       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 13, 1997             	By: /s/ John H. Broadbent, Jr.
                                         --------------------------        	  	
     		                                        	(signature)

                                       		John H. Broadbent, Jr.
                                       		Vice President-Finance
	                                       	and Treasurer (Principal
		                                       Financial Officer and 
		                                       Chief Accounting Officer)
























                                    15


                               EXHIBIT INDEX




Exhibit             Description                        Method of Filing
Number              of Exhibit
-------             ----------                         ----------------

27                  *Financial Data Schedule           EDGAR

99.1                Cautionary Statement for Purposes  Page 17 of this report 







































*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.


                                  16


                              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 the 
Company's senior management, expectations and other statements are 
expressed regarding future performance of the Company.  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 current and future performance are discussed in the 
Company's Annual Report on Form 10-K for its fiscal year ended August 31, 
1996 and other filings with the Securities and Exchange Commission (the 
"Commission").  In addition to such  information in the Company's Annual Report 
on Form 10-K and its other filings with the Commission, the following risk
factors should be considered in evaluating the Company and its business, 
as well as in reviewing forward-looking statements contained in the Company's
periodic reports filed with the Commission and in oral statements made by the 
Company's senior management.  The Company's 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

	The Company's products are subject to extensive regulation by the Food 
and Drug Administration (the "FDA") and, in some jurisdictions, by state and 
foreign governmental authorities.  In particular, the Company must obtain 
specific clearance or approval from the FDA before it can market new products 
or certain modified products in the United States.  With the exception of one 
product, the Company has, to date, obtained FDA marketing clearance only 
through the 510(k) premarket notification process.  Certain products under 
development and future product applications, however, will require approval 
through the more rigorous Premarket Approval application ("PMA") process.  The 
process of obtaining such clearances or approvals can be time consuming and 
expensive, and there can be no assurance that all clearances or approvals 
sought by the Company will be granted or that FDA review will not involve
delays adversely affecting the marketing and sale of the Company's products. 
The Company is required to adhere to applicable regulations setting forth
current Good Manufacturing Practices ("GMP") which require that the Company 
manufacture its products and maintain its records in a prescribed manner with 
respect to manufacturing, testing and control activities.  In addition, the
Company is required to comply with FDA requirements for labeling and
promotion of its products.  Failure to comply with applicable federal, state
or foreign laws or regulations could subject the Company to enforcement


                                     17


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 the Company.  Medical device laws and
regulations with similar substantive and enforcement provisions are also in
effect in many of the foreign countries where the Company does business. 
Federal, state and foreign laws and regulations regarding the manufacture and
sale of medical devices are subject to future changes.  No assurance can be
given that such changes will not have a material adverse effect on the Company.

SIGNIFICANT COMPETITION AND CONTINUAL TECHNOLOGICAL CHANGE

	The markets for medical devices are highly competitive.  The Company 
currently competes with many companies in the development and marketing of 
catheters and related medical devices.  Some of the Company's competitors 
have access to greater financial and other resources than the Company.  
Furthermore, the markets for medical devices are characterized by rapid product 
development and technological change.  The present or future products of the 
Company could be rendered obsolete or uneconomical by technological 
advances by one or more of the Company's current or future competitors.  The 
Company's future success will depend upon its ability to develop new products 
and technology to remain competitive with other developers of catheters and 
related medical devices.  The Company's business strategy emphasizes the 
continued development and commercialization of new products and the 
enhancement of existing products for the critical care and interventional 
procedure markets.  There can be no assurance that the Company 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
such products. 

COST PRESSURES ON MEDICAL TECHNOLOGY AND PROPOSED HEALTH CARE REFORM

	The Company's products are purchased principally by hospitals, hospital 
networks and hospital buying groups.  Although the Company's products are 
used primarily for non-optional medical procedures, the Company believes 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, which has included and will 
continue to include those of the Company.  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 



                                    18


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.  There can be no assurance 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 the
Company's 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 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 limit costs.  Implementation of government health care reform and other
private sector efforts to control costs may limit the price of, or the level at
which reimbursement is provided for, the Company's products.  Similar
initiatives to limit the growth of health care costs, including price
regulation, are also underway in several other countries in which the Company
does business.  The Company anticipates that Congress, state legislatures,
foreign governments and the private sector will continue to review and assess
alternative health care delivery and payment systems.  The Company 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 its business.  No assurance can be 
given that any such reforms will not have a material adverse effect on the 
medical device industry in general, or the Company in particular.

DEPENDENCE ON PATENTS AND PROPRIETARY RIGHTS

	The Company owns numerous U.S. and foreign patents and has several 
U.S. and foreign patent applications pending.  The Company also has exclusive 
license rights to certain patents held by third parties.  These patents relate
to aspects of the technology used in certain of the Company's products.  From 
time to time, the Company is subject to legal actions involving patent and 
other intellectual property claims.  Successful litigation against the Company
regarding its patents or infringement by the Company of the patent rights of 
others could have a material adverse effect on the Company.  In addition, 
there can be no assurance that pending patent applications will result in issued
patents or that patents issued to or licensed-in by the Company will not be 
challenged or circumvented by competitors or found to be valid or 

                                    19


sufficienty broad to protect the Company's technology or to provide it with
any competitive advantage.  The Company also relies on trade secrets and
proprietary technology that it seeks to protect, in part, through
confidentiality agreements with employees, consultants and other parties.
There can be no assurance that these agreements will not be breached, that
the Company 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 the Company's 
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 the Company.  Future litigation may be necessary to enforce patent and 
other intellectual property rights belonging to the Company, to protect trade 
secrets or know-how owned by the Company or to defend the Company against 
claimed infringement of the rights of others and to determine the scope and 
validity of the proprietary rights of the Company and others.  Any such 
litigation could result in substantial cost to and diversion of effort by the 
Company.  Adverse determinations in any such litigation could subject the 
Company to significant liabilities to third parties, could require the Company 
to seek licenses from third parties and could prevent the Company from 
manufacturing, selling or using certain of its products, any of which could have
a material adverse effect on the Company's business, financial condition and 
results of operations.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS

	The Company generates significant sales outside the United States and is 
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, which could materially adversely impact
the success of the Company's international operations.  As its revenues from 
its international operations increase, an increasing portion of the Company's 
revenues and expenses are denominated in currencies other than U.S. dollars, 
and changes in exchange rates could have a greater effect on the Company's 
results of operations.  There can be no assurance that such factors will not
have a material adverse effect on the Company's future operations and, 
consequently, on the Company's business, results of operations and financial 
condition.  In addition, there can be no assurance that laws or administrative 
practices relating to regulation of medical devices, taxation, foreign exchange
or other matters of countries within which the Company operates will not change.
Any such change could have a material adverse effect on the Company's
business, financial condition and results of operations.
      
                                    20


POTENTIAL PRODUCT LIABILITY

	The Company's business exposes it to potential product liability risks 
which are inherent in the testing and marketing of catheters and related
medical devices.  The Company's products are often used in intensive care
settings with seriously ill patients.  In addition, many of the medical devices
manufactured and sold by the Company 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 the Company 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 the Company's products.  There can be no 
assurance that the product liability insurance maintained by the Company will be
available or sufficient to satisfy all claims made against it or that the
Company 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 the Company's business or reputation
or on its ability to attract and retain customers for its products.

RISKS ASSOCIATED WITH DERIVATIVE FINANCIAL INSTRUMENTS

	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.  The Company's policy prohibits the use of derivative instruments
for speculative purposes.

DEPENDENCE ON KEY MANAGEMENT

	The Company's success depends upon the continued contributions of key 
members of its senior management team, certain of whom have been with the 
Company since its 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 the business of the Company.  None of these individuals has an 
employment agreement with the Company.








                                     21