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 second quarter period ended February 28, 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 April 13, 1999
       -----                  ------------------------------------
Common Stock, No Par Value               23,174,735
                  
<PAGE>

                      ARROW INTERNATIONAL, INC.
                              
                          Form 10-Q Index
                              
                           
<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                  <C>
PART I.      FINANCIAL INFORMATION

       Item 1.  Financial Statements

                Consolidated Balance Sheets at February 28, 1999
                and August 31, 1998                                  3-4
 
                Consolidated Statements of Income                    5-6

                Consolidated Statements of Cash Flows                7-8
 
                Consolidated Statements of Comprehensive Income        9
 
                Notes to Consolidated Financial Statements         10-12

       Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations                13-21

       Item 3.  Quantitative and Qualitative Disclosures
                About Market Risk                                  22-23


PART II.       OTHER INFORMATION

       Item 4.  Submission of Matters to a Vote of Security Holders   24

       Item 6.  Exhibits and Reports on Form 8-K                      25


Signature                                                             26

Exhibit Index                                                         27


</TABLE>

                             -2-

<PAGE>

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


                    ARROW INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS
                                
     (All Dollar Amounts in Thousands, Except Share Amounts)



<TABLE>
<CAPTION>                                
                                          February 28,    August 31,
                                             1999           1998
                                          -----------    -----------           
                                          (Unaudited)    (Unaudited)
 <S>                                      <C>            <C>               

ASSETS

Current assets:
 Cash and cash equivalents                 $   5,136      $   4,652
 Accounts receivable, net                     72,845         63,872
 Inventories                                  77,395         69,162
 Prepaid expenses and other                   15,565         13,461
 Deferred income taxes                         1,844          2,040
                                           ---------      ---------
  Total current assets                       172,785        153,187
                                           ---------      ---------
Property, plant and equipment:
 Total property, plant and equipment         196,332        186,626
 Less accumulated depreciation               (81,368)       (73,828)
                                           ---------      ---------
                                             114,964        112,798
                                           ---------      ---------

 Goodwill, net                                33,353         34,320
 Intangible and other assets, net             35,046         20,118
 Deferred income taxes                         4,921          2,458
                                           ---------      ---------
  Total other assets                          73,320         56,896
                                           ---------      ---------
  Total assets                             $ 361,069      $ 322,881
                                           =========      =========
</TABLE>







   See accompanying notes to consolidated financial statements

                            Continued

                               -3-
                    ARROW INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS
                                
     (All Dollar Amounts in Thousands, Except Share Amounts)

<TABLE>
<CAPTION>

                                          February 28,   August 31,
                                             1999           1998
                                          -----------   -----------
                                          (Unaudited)   (Unaudited)
<S>                                       <C>            <C>

LIABILITIES

Current liabilities:
 Current maturities of long-term debt     $      963     $      522
 Notes payable                                50,392         29,730
 Accounts payable                              6,743          6,677
 Cash overdrafts                               2,197          1,395
 Accrued liabilities                           9,887          7,053
 Accrued compensation                          5,176          6,877
 Accrued income taxes                            842          2,107
                                          ----------     ---------- 
  Total current liabilities                   76,200         54,361


Long-term debt                                11,735         11,686
Accrued postretirement benefit obligation      9,174          8,966

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                           236,227        220,217
  Less cost of treasury stock:
  3,256,078 and 3,254,752 shares
  of Common Stock, respectively               (8,469)        (8,432)
 Cumulative translation adjustment            (5,373)        (6,159)
 Unearned compensation                           -              (44)
 Unrealized holding loss on
  securities, net of tax                      (4,086)        (3,375)
                                          ----------     ----------
  Total shareholders' equity                 263,960        247,868
                                          ----------     ----------
  Total liabilities and
   shareholders' equity                   $  361,069     $  322,881
                                          ==========     ==========

</TABLE>
  

        See accompanying notes to consolidated financial statements
                                
          



                              -4-
<PAGE>      


                    ARROW INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF INCOME
                                
                           (Unaudited)
                                
      (All Dollar Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
                                             For the Three Months
                                                     Ended
                                           February 28,     February 28,
                                               1999           1998
                                           -----------     -----------
<S>                                        <C>             <C>

Net sales                                  $    74,274     $    66,770
Cost of goods sold                              35,625          29,831
                                           -----------     -----------  
 Gross profit                                   38,649          36,939

Operating expenses:
 Research, development and engineering           5,440           4,330
 Selling, general and administrative            17,369          15,349
 Special charge                                  4,139            -
                                           -----------     -----------
 Operating income                               11,701          17,260

Other expenses (income):
 Interest expense, net of amounts capitalized      502             193
 Interest income                                   (72)           (124)
 Other, net                                     (1,807)            148
                                           -----------     -----------
Other expenses (income), net                    (1,377)            217
                                           -----------     -----------
Income before income taxes                      13,078          17,043
Provision for income taxes                       4,773           6,391
                                           -----------     -----------

  Net income                               $     8,305     $    10,652
                                           ===========     ===========



Basic and diluted earnings per
   common share                            $       .36     $       .46
                                           ===========     ===========
Cash dividends per common share            $      .055     $      .050
                                           ===========     ===========

Weighted average shares outstanding         23,224,326      23,224,606
                                           ===========     ===========
</TABLE>





     See accompanying notes to consolidated financial statements

                               -5-

<PAGE>


                    ARROW INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF INCOME
                                
                           (Unaudited)
                                
    (All Dollar Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>

                                             For the Six Months
                                                    Ended
                                          February 28,  February 28,
                                            1999            1998
                                          -----------   ------------
<S>                                       <C>            <C>


Net sales                                 $  142,359     $  130,539
Cost of goods sold                            66,661         57,691
                                          ----------     ----------

 Gross profit                                 75,698         72,848

Operating expenses:
 Research, development and engineering        10,751          8,488
 Selling, general and administrative          34,224         30,644
 Special Charge                                4,139           -
                                          ----------     ----------
 Operating income                             26,584         33,716
                                          ----------     ----------
Other expenses (income):
 Interest expense, net of amounts capitalized    724            309
 Interest income                                (163)          (310)
 Other, net                                   (3,030)           396
                                          ----------     ----------
Other expenses (income), net                  (2,469)           395
                                          ----------     ----------
Income before income taxes                    29,053         33,321
Provision for income taxes                    10,604         12,495
                                          ----------     ----------

 Net income                               $   18,449     $   20,826
                                          ==========     ==========
                        


Basic and diluted earnings per
 common share                             $      .80     $      .90
                                          ==========     ==========
Cash dividends per common share           $     .105     $     .095
                                          ==========     ==========             
Weighted average shares outstanding       23,224,554     23,225,233
                                          ==========     ==========
                                
                                
                                
</TABLE>
                                
                                
                                
                                
   See accompanying notes to consolidated financial statements

                               -6-

<PAGE>


                  ARROW INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                              
                         (Unaudited)
                              
  (All Dollar Amounts in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>

                                              For the Six Months Ended
                                             February 28,  February 28, 
                                                 1999          1998
                                             -----------    -----------         

<S>                                           <C>            <C>
Cash flows from operating activities:
 Net income                                    $  18,449     $   20,826

Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation                                      7,504          5,758
 Special charge                                    4,139              -
 Amortization of intangible assets and goodwill    1,472          2,140
 Amortization of unearned compensation                44             90
 Deferred income taxes                            (2,267)          (525)
 Other                                               666          1,377
 Changes in operating assets and liabilities:
  Accounts receivable, net                        (8,036)        (4,483)
  Inventories                                     (1,195)        (4,297)
  Prepaid expenses and other                      (2,205)        (5,822)
  Accounts payable and accrued liabilities         2,204          1,134
  Accrued compensation                            (1,664)        (3,730)
  Accrued income taxes                            (1,233)         2,491
                                               ---------      ---------  
  Total adjustments                                 (571)        (5,867)
                                               ---------      ---------
  Net cash provided by operating activities       17,878         14,959
                                               ---------      ---------

Cash flows from investing activities:
 Capital expenditures                             (9,887)        (5,573)
 Increase (decrease) in intangible and 
     other assets                                    223         (3,619)
 Cash paid for business acquired, net            (26,364)        (7,321)
                                               ---------       --------
  Net cash used in investing activities          (36,028)       (16,513)

Cash flows from financing activities:
 Increase in notes payable                        21,002          4,444
 Principal payments of long-term debt               (764)        (1,524)
 Increase in book overdrafts                         802            -
 Dividends paid                                   (2,439)        (2,090)
 Purchase of treasury stock                          (36)           (38)
                                                --------       --------
  Net cash provided by financing activities       18,565            792

Effect of exchange rate changes on cash
 and cash equivalents                                 69            (57)
Net change in cash and cash equivalents              484           (819)
Cash and cash equivalents at beginning of year     4,652          6,276
                                                --------       --------
Cash and cash equivalents at end of period      $  5,136       $  5,457
                                                ========       ========
</TABLE>

  See accompanying notes to consolidated financial statements
                              
                          Continued
                              
                             -7-
<PAGE>


                  ARROW INTERNATIONAL, INC.
            CONSOLIDATED STATEMENTS OF CASH FLOWS
                              
                         (Unaudited)
                              
  (All Dollar Amounts in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
                                
                                                  For the Six Months
                                                        Ended
                                               February 28,  February 28,
                                                  1999          1998
                                               ------------  -----------
<S>                                             <C>          <C>


Supplemental disclosure of cash flow information:

 Cash paid during the year for:
  Interest (net of amounts capitalized)         $      724     $     309
  Income taxes                                  $   13,379     $  10,060

Supplemental schedule of non cash investing and financing
activities:

 During the six months periods ended February 28, 1999 and 1998,
  the Company assumed liabilities in conjunction with the purchase of
  certain intangible assets as follows:
 
 Estimated fair value of assets acquired            27,586         7,321
 Cash paid for assets, net cash acquired            26,364         7,321
                                                ------------------------
 Liabilites assumed                                  1,222           -
                                                ========================
Cash paid for business acquired:
 Working capital                                     5,466         1,350
 Property, plant & equipment                           300           210
 Goodwill, intangible assets and
  in-process research and development               20,598         5,761
                                                ------------------------
                                                    26,364         7,321
                                                ========================

</TABLE>

      See accompanying notes to consolidated financial statements

                             -8-

<PAGE>


                  ARROW INTERNATIONAL, INC.
       CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                              
                         (Unaudited)
                              
              (All Dollar Amounts in Thousands)
                              
<TABLE>
<CAPTION>
                                                   For the Three Months
                                                    Ended February 28,
  
                                                     1999        1998
                                                  ---------    --------         
<S>                                               <C>          <C>  
Net income                                        $   8,305    $ 10,652

Other comprehensive income (expense):
 Currency translation adjustments                    (1,222)        234
 Unrealized holding loss on securities, net of tax     (452)       (461)
                                                  ---------    --------
Other comprehensive income (expense)                 (1,674)       (227)
                                                  ---------    --------
Total comprehensive income                        $   6,631    $ 10,425
                                                  =========    ========      


                                                   For the Six Months
                                                   Ended February 28,

                                                     1998         1997
                                                   --------     --------
Net income                                         $ 18,449     $ 20,826

Other comprehensive income (expense):
 Currency translation adjustments                       786          123
 Unrealized holding loss on securities, net of tax     (711)        (733)
                                                   --------     --------
Other comprehensive income (expense)                     75         (610)
                                                   --------     --------
Total comprehensive income                         $ 18,524     $ 20,216
                                                   ========     ========

</TABLE>


   See accompanying notes to consolidated financial statements

                             -9-
                              
<PAGE>

                  ARROW INTERNATIONAL, INC.
         Notes to Consolidated Financial Statements
                              
                         (Unaudited)
                              
  (All Dollar Amounts in Thousands, Except Per Share Data)

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 10Q and do not include all disclosures
normally required by generally accepted accounting
principles or those normally made on Form 10K.


Note 2 - Inventories

Inventories are summarized as follows:

<TABLE>
<CAPTION>
 
                                          February 28,    August 31,
                                             1999            1998
                                          -----------    ----------            
<S>                                       <C>            <C> 
 Finished goods                            $   31,049    $   23,445
 Semi-finished goods                           15,035        18,492
 Work-in-process                               10,548         9,558
 Raw materials                                 20,763        17,667
                                           ----------     ---------
                                           $   77,395     $  69,162
                                           ==========     ========= 
</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
quarterly or annual results of operations or financial
position.





                          Continued
                              
                            -10-

<PAGE>

                  ARROW INTERNATIONAL, INC.
         Notes to Consolidated Financial Statements
                              
                         (Unaudited)
                              
  (All Dollar Amounts in Thousands, Except Per Share Data)
                              
                              
Note 4 - Related Party Transactions

During the three months ended February 28, 1998, the Company
had a net payable to Arrow Precision Products, Inc.
("Precision"), which is related to the Company through
common ownership, amounting to $37 at February 28, 1998. The
Company has no net balance as of February 28, 1999.

During the three and six months ended February 28, 1999, the
Company made purchases amounting to $10 and $11,
respectively, of products from Precision Medical Products,
Inc., ("PMP"), a former subsidiary of Precision currently
owned by certain former management employees of Precision,
including T. Jerome Holleran, who serves as PMP's President
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 and $3,
respectively.


Note 5 - Accounting Policies

Reclassifications

Certain prior period information has been reclassified for
comparative purposes.


Note 6 - Business Acquisitions:

On December 1, 1998, the Company continued its expansion
into the cardiac care market by purchasing the assets of the
cardiac assist division of C.R. Bard, Inc., a manufacturer
and marketer of intra-aortic balloon catheters and an intra-
aortic balloon pump for $26,400, to be adjusted for final
closing adjustments.  The acquisition has been accounted for
using the purchase method of accounting.  The results of
operations of this business are included in the Company's
Consolidated Financial Statements from the date of
acquisition.  The pro forma amounts are not presented as the
aforementioned acquisition had no material effect on the
Company's quarterly or annual results of operations or
financial position.




                          Continued

                            -11-

<PAGE>

                  ARROW INTERNATIONAL, INC.
         Notes to Consolidated Financial Statements
                              
                         (Unaudited)

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

Note 7 - Special Charge:

In the second quarter 1999, the Company recorded a non-cash
pre-tax special charge of $4,100 ($2,600 after tax or $.11
basic and diluted per share) related to the purchase of in-
process intra-aortic balloon ("IAB") and pump research and
development as part of the acquisition of the assets of the
cardiac assist division of C.R. Bard, Inc.  The IAB and
pumps are class 3 life saving medical devices regulated by
the FDA.  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 consummation of the acquisition.
The value assigned to purchase IAB and pump 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
were 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
projects were in various stages of completion ranging from
50% to 80%.  The valuation was based on the estimated cash
flows resulting from commercially viable products discounted
to present value using risk adjusted discount rates ranging
from 29% to 32%.  The research and development costs and the
net cash inflows from the projects are expected to commence
within a year of the acquisition date, however, while the
Company believes the projects will be completed as planned,
the risk associated with completing development on schedule
cannot be assured.  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.

Note 8 - Subsequent Events:

On March 26, 1999, the Company announced the signing of an
agreement to purchase Somatec, S.A., a french development
company that has recently introduced a non-invasive
esophogeal ultrasound probe that continuously measures
descending aortic blood flow.  The Company believes this
well developed, patented technology represents a potentially
important tool for non-invasively tracking cardiac output of
both surgical and critically ill patients.  The Sometec
product is currently approved for marketing in the U.S.,
Europe and Japan.  European clinical studies have been
recently published and U.S. clinical studies will begin
soon.  The product will be sold worldwide by Arrow's
Critical Care Sales organization.  Closing of the
transaction and product introduction are currently scheduled
for September 1999.

                            -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 February 28, 1999 Compared to Three Months
Ended February 28, 1998


Net sales for the three months ended February 28, 1999
increased by $7.5 million, or 11.2%, to $74.3 million from
$66.8 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 additional sales provided by the Company's
acquisition of Medical Parameters, Inc. ("MPI") in August 1998
and additional sales of intra-aortic balloon ("IAB") products
primarily related to the acquisition of the assets of the
cardiac assist division of C.R. Bard, Inc.  Also contributing
to the increase was higher unit volume by the Company's central
venous catheter and percutaneous thrombectomy device ("PTD")
products.  Sales of critical care products increased 7.0% to
$59.4 million from $55.3 million in the comparable prior period
due to increased shipments of central venous catheters,
percutaneous thrombectomy devices and additional sales provided
by the Company's acquisition of MPI in August 1998.  Cardiac
care procedure product sales increased to $15.0 million from
$11.4 million, an increase of 32.0% from the comparable prior
period, due primarily to higher sales of IAB products.
International sales increased by $4.3 million, or 18.7%, to
36.5% of net sales, excluding royalty income, for the three
months ended February 28, 1999, compared to 34.2% of net sales
in the comparable period of fiscal 1998, principally as a
result of increased unit volumes of the Company's central
venous catheter and IAB 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 $0.5 million.

Gross profit increased 4.6% to $38.6 million in the three
months ended February 28, 1999 compared to $36.9 million in the
same period of fiscal 1998.  As a percentage of net sales,
gross profit decreased to 52.0% during the three months


                             -13-
<PAGE>

                   ARROW INTERNATIONAL, INC.


ended February 28, 1999 from 55.3% in the comparable period of
fiscal 1998, due primarily to increased manufacturing costs
related to the Company's IAB products, worldwide pricing
pressures in certain product lines, and a less profitable
product sales mix.

Research, development and engineering expenses increased by
25.6% to $5.4 million in the three months ended February 28,
1999 from $4.3 million in the comparable prior period.  As a
percentage of net sales, these expenses increased in the second
quarter of fiscal 1999 to 7.3%, compared to 6.5% in the same
period in fiscal 1998.  These increases are primarily a result
of higher spending for increased development, regulatory, and
clinical trial activity related to the Company's Left
Ventricular Assist Device ("LVAD"), new clinical studies
related to the Company's ARROWg+ard REGISTERED TRADEMARK Plus and Pullback
Atherectomy Catheter ("PAC") research programs and additional
engineering expense related to the acquisition of the cardiac
assist division of C.R. Bard, Inc.

Selling, general and administrative expenses increased by 13.2%
to $17.4 million in the three months ended February 28, 1999
from $15.3 million in the comparable prior period of fiscal
1998 and increased as a percentage of net sales to 23.4% in the
second quarter of fiscal 1999 from 23.0% in the comparable
period of fiscal 1998.  These increases were due primarily to
implementation of direct sales of implantable drug infusion
pumps and additional expenses resulting from the operations of
MPI.

In the second quarter 1999, the Company recorded a non-cash pre-
tax special charge of $4,100 ($2,600 after tax or $.11 basic
and diluted per share) related to the purchase of in-process
intra-aortic balloon ("IAB") and pump research and development
as part of the acquisition of the assets of the cardiac assist
division of C.R. Bard, Inc.  The IAB and pumps are class 3 life
saving medical devices regulated by the FDA.  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 consummation of the acquisition.
The value assigned to purchase IAB and pump 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 were 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 projects were in various stages of
completion ranging from 50% to 80%.  The valuation was based on
the estimated cash flows resulting from commercially viable
products discounted to present value using risk adjusted
discount rates ranging from 29% to 32%.  The research and
development costs and the net cash inflows from the projects
are expected to commence within a year of the acquisition date,
however, while the Company


                             -14-

<PAGE>
                   ARROW INTERNATIONAL, INC.
                               
believes the projects will be completed as planned, the risk
associated with completing development on schedule cannot be
assured.  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.

Principally due to the above factors, operating income
decreased in the second quarter of fiscal 1999 by 32.2% to
$11.7 million from $17.3 million in the comparable period of
fiscal 1998.

Other expenses (income), net, improved to $(1.4) million in the
second quarter of fiscal 1999 from $0.2 million in the
comparable prior period.  Other expenses (income), net, consist
principally of interest income, 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 in the second quarter of fiscal 1999 by
23.3% to $13.1 million from $17.0 million in the comparable
prior period.  For the second quarter of fiscal 1999, the
Company's effective income tax rate was 36.5%, a decrease from
37.5% in fiscal 1998, principally as a result of a reduction in
tax accruals for certain state and international jurisdictions.

Net income in the second quarter of fiscal 1999 decreased by
22.0% to $8.3 million from $10.7 million in the comparable
prior period primarily as a result of the above factors.  As a
percentage of net sales, net income represented 11.2% in the
three months ended February 28, 1999, compared to 15.9% in the
comparable prior period of fiscal 1998.

Basic and diluted earnings per common share decreased to $.36
from $.46 in the second quarter of fiscal 1998.  Weighted
average common shares outstanding decreased to 23,224,326 in
the second quarter of fiscal 1999 from 23,224,606 in the
comparable prior period.















                             -15-

<PAGE>

                  ARROW INTERNATIONAL, INC.
                              
Six Months Ended February 28, 1999 Compared to Six Months
Ended February 28, 1998

Net sales for the six months ended February 28, 1999
increased by $11.8 million, or 9.1%, to $142.4 million from
$130.5 million in the same period last year.  This increase
was due primarily to an increase in unit volume in the
Company's central venous catheter products, IAB's, primarily
related to the acquisition of the assets of the cardiac
assist division of C.R. Bard, Inc., and PTD products.  Also
contributing to the increase were additional sales provided
by the Company's acquisition of MPI in August 1998.  Sales
of critical care products increased 6.0% to $116.5 million
from $109.8 million in the comparable prior period due to
increased shipments of central venous catheters, PTD
products and additional sales provided by the Company's
acquisition of Medical Parameters in August 1998.  Cardiac
care product sales increased to $25.9 million from $20.7
million, an increase of 25.0% from the comparable prior
period, due primarily to the acquisition of the cardiac
assist division of C.R. Bard, Inc.  International sales
increased by $4.7 million, or 10.4%, and increased to 35.5%
of net sales, excluding royalty income, for the six months
ended February 28, 1999, from 35.1% in the comparable period
of fiscal 1998, principally as a result of increased sales
of central venous catheters and IAB products.  The increased
strength of the U.S. dollar, relative to currencies in
countries where the Company operates direct sales
subsidiaries, reduced net sales for the six month period
ended February 28, 1999 by $0.1 million.

Gross profit increased 3.9% to $75.7 million in the six
months ended February 28, 1999 compared to $72.8 million in
the same period of fiscal 1998.  As a percentage of net
sales, gross profit decreased to 53.2% during the six months
ended February 28, 1999 from 55.8% in the comparable period
of fiscal 1998 due primarily to increased manufacturing
costs related to the Company's IAB products, worldwide
pricing pressures in certain product lines and product sales
mix.

Research, development and engineering expenses increased by
26.7% to $10.8 million in the six months ended February 28,
1999 from $8.5 million in the comparable prior period.  As a
percentage of net sales, these expenses increased in the
first half of fiscal 1999 to 7.6%, compared to 6.5% in the
same period in fiscal 1998, primarily as a result of higher
spending for increased development, regulatory and clinical
trial activity related to the Company's LVAD and new
clinical studies related to the Company's ARROWg+ard REGISTERED
TRADEMARK Plus and PAC research programs.

Selling, general and administrative expenses increased by
11.7% to $34.2 million in the six months ended February 28,
1999 from $30.6 million in the comparable prior period and
increased as a percentage of net sales to 24.0% in
the first half of fiscal 1999 from 23.5% in the comparable
period of fiscal 1998. The increase was due primarily to
implementation of direct sales of implantable


                            -16-

<PAGE>
                  ARROW INTERNATIONAL, INC.

drug infusion pumps and additional expenses resulting from
the operations of MPI.

In the second quarter 1999, the Company recorded a non-cash
pre-tax special charge of $4,100 ($2,600 after tax or $.11
basic and diluted per share) related to the purchase of in-
process intra-aortic balloon ("IAB") and pump research and
development as part of the acquisition of the assets of the
cardiac assist division of C.R. Bard, Inc.  The IAB and
pumps are class 3 life saving medical devices regulated by
the FDA.  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 consummation of the acquisition.
The value assigned to purchase IAB and pump 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
were 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
projects were in various stages of completion ranging from
50% to 80%.  The valuation was based on the estimated cash
flows resulting from commercially viable products discounted
to present value using risk adjusted discount rates ranging
from 29% to 32%.  The research and development costs and the
net cash inflows from the projects are expected to commence
within a year of the acquisition date, however, while the
Company believes the projects will be completed as planned,
the risk associated with completing development on schedule
cannot be assured.  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.

Principally due to the above factors, operating income
decreased in the first half of fiscal 1999 by 21.2% to $26.6
million from $33.7 million in the comparable period of
fiscal 1998.

Other expenses (income), net, improved to $(2.5) million in
the first half of fiscal 1999 from $0.4 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.

As a result of the factors discussed above, income before
income taxes decreased in the first half of fiscal 1999 by
12.8% to $29.1 million from $33.3 million in the comparable
prior period.  For the first half of fiscal 1999, the
Company's effective income tax rate was 36.5% a decrease
from 37.5% in fiscal 1998, principally as a result of a
reduction in tax accruals for certain state and
international jurisdictions.


                            -17-

<PAGE>

                  ARROW INTERNATIONAL, INC.

Net income decreased 11.4% to $18.4 million in the six
months ended February 28, 1999 from $20.8 million in the
first half of fiscal 1998.  As a percentage of net sales,
net income represented 13.0% during the six months ended
February 28, 1999 compared to 15.9% in the comparable period
of fiscal 1998.

Net income per common share was $.80 in the six month period
ended February 28, 1999, a decrease of 11.4%, or $.10 per
share, from $.90 per share in the comparable prior period
primarily as a result of the above factors.  Average shares
of common stock outstanding decreased to 23,224,554 in the
first half of fiscal 1999 from 23,225,233 in the comparable
prior period.
                              
                              
               Liquidity and Capital Resources

For the six months ended February 28, 1999, net cash
provided by operations was $17.9 million, an increase of
$2.9 million from the same period in the prior year.
Accounts receivable increased by $9.0 million in the six
months ended February 28, 1999 compared to a $4.5 million
increase in the same period of fiscal 1998.  Accounts
receivable, measured in days sales outstanding during the
period, increased to 93 days at February 28, 1999 from 88
days at February 28, 1998, due principally to an increase in
the collection period for the Company's domestic and
international dealers.

Net cash used in the Company's investing activities
increased to $36.0 million in the six months ended February
28, 1999 from $16.5 million in the comparable period of
fiscal 1998, principally as a result of the acquisition, for
$26.4 million, of the cardiac assist division of C.R. Bard,
Inc.

Financing activities provided $18.6 million in the six month
period ended February 28, 1999, whereas such activities
provided $0.8 million in the comparable period of fiscal
1998, changing principally as a result of a decrease in
repayments of long-term debt and an increase in borrowings
under the Company's revolving credit facilities.   In March
1999, the Company announced the open market purchase of up
to 1 million shares of its common stock.  This share
repurchase will be funded by the Company's operating cash
flows.

As of February 28, 1999, the Company had U.S bank credit
facilities providing an aggregate of $75.0 million in
revolving credit, of which $31.8 million remained unused.
In addition, certain of the Company's foreign subsidiaries
had revolving credit facilities totaling the U.S. dollar
equivalent of $12.7 million, of which $5.5 remained unused
as of February 28, 1999.  Combined borrowings under these
facilities increased $21.0 million during the six month
period ended February 28, 1999.





                            -18-

<PAGE>

                  ARROW INTERNATIONAL, INC.

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 trading purposes.

During the six month periods ended February 28, 1999 and
February 28, 1998, the percentage of the Company's sales
invoiced in currencies other than U.S. dollars was 23.6% and
24.6%, respectively.  As of February 28, 1999, outstanding
foreign currency exchange contracts totaling the U.S. dollar
equivalent of $17.0 million mature at various dates through
September 1999.  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
operating cash flow and available credit resources will be
adequate to repay current portions of long-term debt, to
finance currently planned capital expenditures, announced
acquisitions, stock repurchases on the open market and to
meet the currently foreseeable liquidity needs of the
Company.

Overall effects of inflation and seasonality in the
Company's business during the periods discussed above were
not significant.

Year 2000 Readiness

The Company has actively addressed the Year 2000 problem as
it relates to its business operations and regulation by the
FDA.  This disclosure describes the Company's progress
toward its objective of ensuring that the Company's business
systems will operate satisfactorily on or after January 1,
2000.

The Company's Central Venous Catheters and other catheter
products are unaffected by the Year 2000 problem.  Early in
1998, the Company responded to the FDA concerning the effect
of the Year 2000 problem on its intra-aortic balloon pumps.
The software in the more recent models of the pumps has
taken the change of century issues into account.  The
operating range for the clock calendar in these pumps spans
a 100 year period from the years 1988 through 2087.  The
clock calendar on certain older models advances as high as
1999.  However, none of the pumps depend on the year
information for any calculations or in communicating with
other electronic devices, and all of these pumps will
function as intended or expected, regardless of the date.
Customers requesting certifications are provided with
specific pump model numbers that have or do not have the
updated clock calendars.
                            -19-

<PAGE>

                  ARROW INTERNATIONAL, INC.

Year 2000 Readiness (Continued)

The Company's major Year 2000 concerns relate to business
systems that support the continuity of its business
operations and the delivery of products and support services
to its customers.

For the Company's business applications relating to sales
order processing, billing, disbursements, marketing and
manufacturing management, the necessary software code
modifications have been completed in the development version
of the applications.  Modified versions were tested by
advancing dates beyond December 31, 1999.  The validated
software was moved to the production machines.  U.S. payroll
and general ledger software is in process of being tested
and validated in the above manner and is expected to be
completed later in the late spring of 1999.  The cost of the
Company's software upgrades is estimated to be approximately
$30,000 for all U.S. systems and $120,000 for all foreign
systems.  Internal resources devoted to these efforts are
estimated at 500 man-days.  In the event that the production
systems malfunction due to the change to the Year 2000, the
software and data will be moved back to the machines on
which the validation was done so that business processes can
continue.

The Company's engineering documentation systems which are
critical systems for manufacturing were tested and are Year
2000 compliant.

The Company's PC systems were upgraded in fiscal 1998 at a
cost of $700,000.  An estimated $500,000 will be spent in
fiscal 1999 to upgrade servers and replace the e-mail
system.

The Company's computer controlled equipment includes
programmable controllers on production equipment and systems
for time and attendance recording, building management, life
safety, security, elevators, air compressors and high purity
water.  For equipment or systems controlled by computer
chips or programs, the Company has determined that these
systems or equipment are Year 2000 compliant.

The status of Year 2000 compliance by key suppliers of
products and services to the Company is being determined by
using a compliance survey, which the Company mailed in
December 1998.  We have received preliminary responses from
suppliers, which we are currently evaluating.  Follow up
actions will be taken to obtain responses from all suppliers
and also to ensure compliance.

The Company increased its domestic revolving credit facility
to $75 million in October 1998.  This additional borrowing
capacity could be utilized to support the Company's cash
flow requirements in the event that health care providers
are unable to pay amounts owed to the Company on a timely
basis due to system malfunctions related to the Year 2000
change.


                            -20-
<PAGE>

                  ARROW INTERNATIONAL, INC.

Year 2000 Readiness (Continued)

If the Company is able to fulfill its plans to secure its
business systems as described above, then any adverse Year
2000 effects will arise from circumstances outside the
Company's control.  Because such circumstances can not be
reasonably anticipated at this time, the Company has not
developed a Year 2000 worst case scenario for disclosure.
While the Company believes that it is adequately addressing
the Year 2000 problem, there can be no assurance that the
costs and liabilities of the Year 2000 problem will not
materially adversely affect its business, financial
condition and results of operations.

European Union Conversion to Euro

The Company has proactively considered issues related to
conversion by eleven member states of the European Union to
a common currency, the "Euro", on January 1, 1999.  For
business applications relating to sales order processing,
billing and payments the necessary software code
modifications to address the triangulation requirements of
the conversion are in process.  The cost of such
modifications is approximately $50,000.  Pricing of the
Company's products in the European Union generally is market
driven.  As such, the Company is unable to determine at this
time whether or not the Euro conversion will have any impact
on product pricing or contractual arrangements with health
care service providers.



                            -21-

<PAGE>

                  ARROW INTERNATIONAL, INC.
                              

Item 3.    Quantitative and Qualitative Disclosures About
Market Risk.

Financial Instruments:

During the six month period ended February 28, 1999 and
1998, the percentage of the Company's sales invoiced in
currencies other than U.S. dollars was 23.6% and 24.6%,
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.  In an effort to manage
interest rate exposure, in April 1998, the Company entered
into an interest rate swap agreement to reduce the impact of
its floating rate debt.  The swap agreement exchanges
floating rates for fixed interest payments over the life of
the agreement.

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 February 28, 1999, the Company had forward exchange
contracts to sell foreign currencies which mature at various
dates through September 30, 1999. The following table
identifies forward exchange contracts to sell foreign
currencies and interest rate swap agreement at February 28,
1999 and August 31, 1998 as follows:





                            -22-

<PAGE>

                     ARROW INTERNATIONAL, INC.

Financial Instruments (Continued):

<TABLE>
<CAPTION>



                        February 28, 1999           August 31, 1998
                        Notional Fair Market       Notional Fair Market
                         Amounts   Value             Amounts   Value
                        -------- ---------         ---------   -------
<S>                     <C>       <C>              <C>         <C>
Foreign currency: (U.S. Dollar Equivalents)

 Japanese yen           $  5,196  $  5,040          $  7,062   $  6,404
 German marks              2,925     2,818               -          -
 French francs             1,337     1,345             1,168      1,191
 Spanish pesetas           2,293     2,253             1,468      1,507
 Canadian dollars          1,541     1,559               -          -
 Greek drachmas            1,339     1,371             1,136      1,203
 Mexican peso                731       777               909        977
 African rand                805       808                -          -
 Netherlands guilder         845       850               498        503
                        --------  --------          --------   --------        
                        $ 17,012  $ 16,821          $ 12,241   $ 11,785
                        ========  ========          ========   ========      
Interest rate
 swap agreement         $  5,000  $   (116)         $  5,000   $    (77)
                        ========  ========          ========   ========
</TABLE>


In 1998, the Company entered into an interest rate swap to
reduce the impact of its floating rate debt.  The swap
agreement allows the Company to exchange floating rates for
fixed interest payments over the life of the agreement.  The
differential is accrued as interest rates change and is
recorded as interest expense.  The agreement expires in May
2003, but allows for early termination.  The effect of the
agreement is to limit interest rate exposure to 5.62% on
$5.0 million of its revolving credit.  As a result of the
swap agreement, interest expense was increased by $14 for
the six months ended February 28, 1999.




                            -23-


<PAGE>

                       ARROW INTERNATIONAL, INC.
                                   
                                   
PART II.   OTHER INFORMATION


Item 4.    Submission of matters to a vote of security holders.

          (a) The Company held its annual meeting of shareholders on
              January 20, 1999.

          (b) At the annual meeting, the following matters were voted
              upon:  (i)  the election of two directors (in
              connection with which (A)  proxies were solicited
              pursuant to Regulation 14D under the Securities Exchange
              Act of 1934, (B)  there was no solicitation in opposition to
              management's nominees as listed in the proxy statement and
             (C) such nominees were elected); and (ii) ratification of the
              appointment of Pricewaterhouse Coopers, LLP as independent
              accountants of the Company for the current fiscal year.

           With respect to the election of directors, votes were cast
           as follows:

<TABLE>
<CAPTION>

<S>                                    John H. Broadbent, Jr.
                                       ----------------------
                                       <C>
       Votes for                             21,244,791
       Withheld                              155,185

                                        George W. Ebright
                                        -----------------            
       Votes for                             21,232,591
       Withheld                              167,385


           With respect to other matters, votes were cast as follows:

                                  Ratification of the Appointment
                                  of Independent Accountants
                                  -------------------------------

       Votes for                             21,398,166
       Votes against                                835
       Abstentions                                  975

       There were no broker non-votes in respect of these matters.
</TABLE>





                                 -24-
<PAGE>    

                  ARROW INTERNATIONAL, INC.
                              

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 27.1  *Financial Data Schedule for the quarter ended
                         February 28, 1999

           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 February 28, 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.
                              
                            -25-

<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:  April 14, 1999       By:  /s/  Frederick J. Hirt
                                 ------------------------ 
                                         (signature)

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





























                            -26-

<PAGE>

<TABLE>
<CAPTION>
                              
                          EXHIBIT INDEX
<S>                                
Exhibit   Description                 
Number    of Exhibit                  Method of Filing
-------   ----------                  ----------------                         
<C>       <C>                         <C>

27        *Financial Data Schedule     EDGAR
          for the quarter ended
          February 28, 1998
          
                                      
99.1      Cautionary Statement for    Page 28 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.
                              
                              
                            -27-


<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, 1998 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 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 that such changes will  not
have  a  material  adverse  effect  on  our  business,  financial
condition and results of operations.
                              -28-

<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 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  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



                              -29-

<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  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  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 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.


                              -30-
<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  that
such  factors  will  not have a material adverse  effect  on  our
business,  financial  condition and results  of  operations.   In
addition,  we cannot assure 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 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


                              -31-
<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.

Risks Associated with Year 2000

      We  are  actively addressing the Year 2000  problem  as  it
relates  to  our business operations and regulation by  the  FDA.
The  following  disclosure  describes  our  progress  toward  our
objective  of  ensuring that our business  systems  will  operate
satisfactorily on or after January 1, 2000.

     Our Central Venous Catheters and other catheter products are
unaffected by the Year 2000 problem.  Early in 1998, we responded
to  the FDA concerning the effect of the Year 2000 problem on our
Intra-Aortic  Balloon Pumps (IABPs).  The software  in  the  more
recent models of our IABPs has taken the change of century issues
into  account.   The  operating range for the clock  calendar  in
these  IABPs spans a 100 year period from the years 1988  through
2087.   The  clock calendar on certain older models  advances  as
high  as  1999.  However, none of our IABPs depend  on  the  year
information for any calculations or in communicating  with  other
electronic  devices  and will function as intended  or  expected,
regardless  of  the  date.  We provide our  customers  requesting
certifications with specific IABP model numbers that have  or  do
not have the updated clock calendars.
                                
      Therefore, our major Year 2000 concerns relate to  business
systems  that  support the continuity of our business  operations
and  the  delivery  of  products  and  support  services  to  our
customers.

       For   business  applications  relating  to   sales   order
processing,  billing, disbursements, marketing and  manufacturing
management,  we  have  completed  the  necessary  software   code
modifications in the development version of the applications.  We
tested  the  modified  versions  by  advancing  the  date  beyond
December  31,  1999.  The validated software  was  moved  to  our
production machines.  U.S. payroll and general ledger software is
in  process of being tested and validated in the above manner and
is expected to be completed later in the late spring of 1999.  We
estimate  our  cost  of  software upgrades  to  be  approximately
$30,000  for  all U.S. systems and $120,000 for foreign  systems.
Our internal resources devoted to these efforts are estimated  at
500   man-days.   In  the  event  that  our  production   systems
malfunction due to the change to the year 2000, we plan  to  move
the affected software and data back to the machines

                              -32-

<PAGE>


on  which validation was completed so that our business processes
can continue.

     The Company's engineering documentation systems which are
critical systems for manufacturing were tested and are Year 2000
compliant.

      We upgraded our personal computer systems in fiscal 1998 at
a  cost of $700,000.  We estimate spending an additional $500,000
in  fiscal  1999  to upgrade our servers and replace  our  e-mail
system.

      Our  computer  controlled equipment  includes  programmable
controllers  on  production equipment and systems  for  time  and
attendance recording, building management, life safety, security,
elevators, air compressors and high purity water.  For  equipment
or  systems  controlled by computer chips or  programs,  we  have
determined  that  these  systems  or  equipment  are  Year   2000
compliant.

     The status of Year 2000 compliance by key suppliers of
products and services to the Company is being determined by using
a compliance survey, which the Company mailed in December 1998.
We have received preliminary responses from suppliers, which we
are currently evaluating.  Follow up actions will be taken to
obtain responses from all suppliers and also to ensure
compliance.

      We  increased our domestic revolving credit facility to $75
million  in  October  1998.  This additional  borrowing  capacity
could  be utilized to support our cash flow requirements  in  the
event  that health care providers are unable to pay amounts  owed
to us on a timely basis due to system malfunctions related to the
Year 2000 change.

      If  we are able to fulfill our plans to secure our business
systems as described above, then any adverse Year 2000 effects we
may experience will arise from circumstances outside our control.
Because  we  cannot reasonably anticipate such  circumstances  at
this time, we have not developed a Year 2000 worst case scenario.
While we believe that we are adequately addressing the Year  2000
problem,   we   cannot  assure  that  the  cost  and  liabilities
associated  with  the  Year  2000  problem  will  not  materially
adversely impact our business, financial condition and results of
operations.














                              -33-


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