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, 2000

                            or

     (  )   Transition Report Pursuant to Section 13 or
       15(d) of the Securities  Exchange Act of 1934.

        For the transition period from ____________ to  ____________

     Commission File Number   0-20212

                          ARROW INTERNATIONAL, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


        Pennsylvania                              23-1969991
-------------------------------              -------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)               Identification No.)


2400 Bernville Road, Reading, Pennsylvania          19605
------------------------------------------        ----------
(Address of principal executive offices)          (Zip Code)


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

Indicate by check mark whether the registrant (1) has  filed
all  reports required to be filed by Section 13 or 15(d)  of
the Securities Exchange Act of 1934 during the preceding  12
months  (or for such shorter period that the registrant  was
required to file such reports), and (2) has been subject  to
such  filing requirements for the past 90 days.   Yes  X  No
                                                       -     -

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

    Class                    Shares outstanding at January 11, 2001
   -------                   --------------------------------------
Common Stock, No Par Value            21,988,613


<PAGE>
                  ARROW INTERNATIONAL, INC.

                       Form 10-Q Index


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

         Item 1. Financial Statements

                 Consolidated Balance Sheets at
                 November 30, 2000 and August 31, 2000    3-4

                 Consolidated Statements of Income          5

                 Consolidated Statements of Cash Flows    6-7

                 Consolidated Statements of
                 Comprehensive Income                       8

                 Notes to Consolidated Financial
                 Statements                              9-12

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

         Item 3. Quantitative and Qualitative Disclosures
                 About Market Risk                         18




PART II. OTHER INFORMATION

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

Signature                                                  20

Exhibit Index                                              21







                             -2-


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

                    ARROW INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS

                         (In thousands)
                           (Unaudited)


                                   November 30,   August 31,
                                      2000           2000
                                   ------------   ----------
<S>                                <C>            <C>
ASSETS
Current assets:
 Cash and cash equivalents         $    5,110     $    3,959
 Accounts receivable, net              78,298         73,796
 Inventories                           84,050         82,801
 Prepaid expenses and other            18,178         15,964
 Deferred income taxes                  2,979          3,131
                                   ----------     ----------
  Total current assets                188,615        179,651

Property, plant and equipment:
 Total property, plant and
    equipment                         227,295        223,416

 Less accumulated depreciation       (105,523)      (101,976)
                                   ----------     ----------
                                      121,772        121,440
                                   ----------     ----------

Goodwill, net                          38,372         38,879
Intangible and other assets, net       38,911         41,270
Deferred income taxes                   5,387          4,574
                                   ----------     ----------
  Total other assets                   82,670         84,723
                                   ----------     ----------

  Total assets                     $  393,057     $  385,814
                                   ==========     ==========
</TABLE>




   See accompanying notes to consolidated financial statements

                            Continued

                               -3-


<PAGE>

<TABLE>
<CAPTION>
                    ARROW INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS

              (In thousands, except share amounts)
                           (Unaudited)


                                   November 30,   August 31,
                                      2000           2000
                                   ------------   ----------
<S>                                <C>            <C>
LIABILITIES
Current liabilities:
 Current maturities of long-term
    debt                           $    8,215     $    8,400
 Notes payable                         47,066         52,081
 Accounts payable                       9,027          8,151
 Cash overdrafts                          160          1,195
 Accrued liabilities                    9,918          9,316
 Accrued compensation                   6,935          8,049
 Accrued income taxes                   7,180          2,409
                                   ----------     ----------
  Total current liabilities            88,501         89,601

Long-term debt                            900            900
Accrued postretirement benefit
obligation                             10,273         10,109

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                    301,676        291,870
  Less treasury stock at cost:
  4,477,030 and 4,477,910 shares,
  respectively                        (45,083)       (45,092)
 Accumulated other comprehensive
  expense                              (8,871)        (7,235)
                                   ----------     ----------

  Total shareholders' equity          293,383        285,204
                                   ----------     ----------

  Total liabilities and
   shareholders' equity            $  393,057     $  385,814
                                   ==========     ==========
</TABLE>


   See accompanying notes to consolidated financial statements

                               -4-


<PAGE>

<TABLE>
<CAPTION>

                    ARROW INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF INCOME

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


                                    For the Three Months Ended
                                    ----------------------------
                                    November 30,    November 30,
                                        2000           1999
                                    ------------    ------------
<S>                                 <C>              <C>
Net sales                               $ 77,308      $  76,717
Cost of goods sold                        35,650         35,337
                                        --------      ---------
 Gross profit                             41,658         41,380

Operating expenses:
 Research, development and engineering     6,090          5,371
 Selling, general and administrative      18,303         18,243
 Special charge                             -             3,320
                                        --------      ---------
 Operating income                         17,265         14,446

Other expenses (income):
 Interest expense, net of
 amounts capitalized                         729            463
 Interest income                            (162)          (149)
 Other, net                                   92            160
                                        --------      ---------
 Other expenses, net                         659            474
                                        --------      ---------

Income before income taxes                16,606         13,972
Provision for income taxes                 5,480          4,750
                                        --------      ---------
 Net income                             $ 11,126      $   9,222
                                        ========      =========

Basic earnings per common share         $    .51      $     .40
                                        ========      =========
Diluted earnings per common share       $    .50      $     .40
                                        ========      =========
Cash dividends per common share         $   .060      $    .055
                                        ========      =========
Weighted average shares outstanding
 used in computing basic earnings
    per common share                  22,001,538     22,899,232
                                      ==========     ==========

Weighted average shares outstanding
 used in computing diluted earnings
    per common share                  22,134,017     22,899,232
                                      ==========     ==========
</TABLE>




   See accompanying notes to consolidated financial statements

                               -5-



<PAGE>

<TABLE>
<CAPTION>

                    ARROW INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (In thousands)
                           (Unaudited)

                                    For the Three Months Ended
                                   ------------------------------
                                   November 30,      November 30,
                                       2000             1999
                                   ------------      ------------
<S>                                <C>               <C>
Cash flows from operating activities:
 Net income                           $  11,126        $   9,222

Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation                             3,715            3,838
 Special charge                            -               3,320
 Amortization of intangible assets
    and goodwill                          1,398            1,246
 Deferred income taxes                     (668)            (161)
 Unrealized holding loss on securities      620              149
 Other                                      150               81
 Changes in operating assets and liabilities:
  Accounts receivable                    (5,306)           1,649
  Inventories                            (1,446)            (861)
  Prepaid expenses and other             (2,591)             393
  Accounts payable & accrued liabilities  2,311           (2,453)
  Accrued compensation                   (1,115)             432
  Accrued income taxes                    4,836            4,175
                                      ---------        ---------
  Total adjustments                       1,904           11,808
                                      ---------        ---------
  Net cash provided by
     operating activities                13,030           21,030
                                      ---------        ---------

Cash flows from investing activities:
 Capital expenditures                    (4,316)          (6,266)
 Increase in intangible and other assets   (201)          (1,036)
 Cash paid for business acquired, net       -            (10,595)
                                      ---------        ---------
  Net cash used in investing activities  (4,517)         (17,897)
                                      ---------        ---------

Cash flows from financing activities:
 Increase (decrease) in notes payable    (4,903)          11,247
 Principal payments of long-term debt       (40)            (235)
 Decrease in book overdrafts             (1,035)            (394)
 Dividends paid                          (1,320)          (1,268)
 Proceeds from stock options exercised        9              -
 Purchase of treasury stock                 -             (8,703)
                                      ---------        ---------
  Net cash provided by (used)
     in financing activities             (7,289)             647
                                      ---------        ---------

Effect of exchange rate changes
  on cash and cash equivalents              (73)             (30)

Net change in cash and cash equivalents   1,151            3,750
Cash and cash equivalents at
  beginning of year                       3,959            3,939
                                     ----------       ----------
Cash and cash equivalents at
  end of period                      $    5,110       $    7,689
                                     ==========       ==========

</TABLE>

   See accompanying notes to consolidated financial statements

                            Continued

                               -6-



<PAGE>

<TABLE>
<CAPTION>

                    ARROW INTERNATIONAL, INC.
        CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

                         (In thousands)
                           (Unaudited)


                                       For the Three Months Ended
                                      ----------------------------
                                      November 30,    November 30,
                                          2000            1999
                                      ------------    ------------
<S>                                   <C>             <C>

Supplemental disclosure of cash flow information:

 Cash paid during the period for:
  Interest (net of amounts capitalized)  $    729        $    463
  Income taxes                           $    744        $    903


Supplemental schedule of non-cash investing and financing
activities:

  Estimated fair value of assets acquired,
     net of cash acquired                $    -          $ 12,913
  Cash paid for assets, net of
     cash acquired of $460                    -            10,595
                                         --------        --------
       Liabilities assumed               $    -          $  2,318
                                         ========        ========

 Cash paid for business acquired:
  Working capital                        $    -          $   (317)
  Property, plant and equipment               -                66
  Goodwill, intangible assets and in-process
     research and development                 -            11,306
                                         --------        --------
                                         $    -          $ 11,055
                                         ========        ========

</TABLE>




   See accompanying notes to consolidated financial statements

                               -7-



<PAGE>

<TABLE>
<CAPTION>

                    ARROW INTERNATIONAL, INC.
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                         (In thousands)
                           (Unaudited)



                                        For the Three Months Ended
                                       -----------------------------
                                       November 30,     November 30,
                                           2000             1999
                                       ------------     ------------
<S>                                    <C>              <C>
Net income                               $  11,126        $   9,222

Other comprehensive income (expense):
 Currency translation adjustments             (638)            (143)
 Unrealized holding loss on securities,
  net of tax ($620 and $149, respectively)    (998)            (211)
                                         ---------        ---------

Other comprehensive expense                 (1,636)            (354)

Total comprehensive income               $   9,490        $   8,868
                                         =========        =========

</TABLE>






   See accompanying notes to consolidated financial statements

                               -8-





<PAGE>

                    ARROW INTERNATIONAL, INC.
           Notes to Consolidated Financial Statements

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


Note 1 - Basis of Presentation:

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


Note 2 - Inventories:

Inventories are summarized as follows:

<TABLE>
<CAPTION>

                                     November 30,  August 31,
                                        2000          2000
                                     -----------   ----------
<S>                                  <C>           <C>
     Finished goods                  $   27,456    $   27,706
     Semi-finished goods                 20,260        18,742
     Work-in-process                     10,269        10,562
     Raw materials                       26,065        25,791
                                     ----------    ----------
                                     $   84,050    $   82,801
                                     ==========    ==========

</TABLE>


Note 3 - Commitments and Contingencies:

The  Company  is  a  party  to certain legal  actions,  including
product liability matters, arising in the ordinary course of  its
business.   From  time to time, the Company is  also  subject  to
legal  actions  involving patent and other intellectual  property
claims.   The  Company  is  currently a party  to  two  unrelated
lawsuits  involving  alleged infringement  by  third  parties  of
patents  owned  by the Company relating to its IAB  catheter  and
constant  flow  delivery pump products.  The Company  is  also  a
defendant  in two related lawsuits alleging that certain  of  its
hemodialysis catheter products infringe patents owned by a  third
party.   Based  upon  information  presently  available  to   the
Company, the Company believes it has valid and enforceable  legal
rights  and/or  adequate legal defenses  with  respect  to  these
actions.  Although the ultimate outcome of these actions  is  not
expected  to  have  a material adverse effect  on  the  Company's
business  or financial condition, whether an adverse  outcome  in
any  one  or  more  of  these actions would materially  adversely
effect the Company's reported results of operations in any future
period cannot be predicted with certainty.


Note 4 - Accounting Policies:

Certain prior period information has been reclassified for
comparative purposes.




                            Continued

                               -9-

<PAGE>



                    ARROW INTERNATIONAL, INC.
           Notes to Consolidated Financial Statements

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


Note 4 - Accounting Policies: (Continued)

Financial Instruments:

Effective  September 1, 2000, the Company adopted FASB  Statement
No.  133,  "Accounting  for Derivative  Instruments  and  Hedging
Activities"  ("FAS 133").  FAS 133 requires that  all  derivative
financial  instruments,  such as foreign exchange  contracts,  be
recognized in the financial statements and measured at fair value
regardless of the purpose or intent for holding them.  Changes in
the  fair  value of derivative financial instruments  are  either
recognized periodically in income or shareholders' equity  (as  a
component  of  comprehensive income), depending  on  whether  the
derivative is being used to hedge changes in fair value  or  cash
flows.  The adoption of FAS 133 did not have a material effect on
the Company's financial statements or cash flows.

The   carrying  value  of  the  Company's  financial  instruments
approximates fair value.  The fair value of financial instruments
is  generally determined by reference to market values  resulting
from trading on a national securities exchange or in an over-the-
counter  market.   In cases where quoted market  prices  are  not
available,  such  as for derivative financial  instruments,  fair
value  is  based  on  estimates  using  present  value  or  other
valuation techniques.

Note 5 - Business Acquisition:

On  September  1, 1999, the Company completed the acquisition  of
Sometec,  S.A.,  a French development company that  has  recently
developed   a  non-invasive  esophageal  ultrasound  probe   that
continuously   measures  descending  aortic   blood   flow,   for
approximately  $11,000.  The acquisition has been  accounted  for
using  the  purchase method of accounting.   The  excess  of  the
purchase  price over the estimated fair value of the  net  assets
acquired   is  being  amortized  over  a  period  of  20   years.
Intangible assets acquired are being amortized over a  period  of
10  years.   The  results  of operations  of  this  business  are
included in the Company's consolidated financial statements  from
the date of acquisition.  Pro forma amounts are not presented  as
this  acquisition has no material effect on the Company's results
of operations or financial condition.

Note 6 - Special Charge:

In  the first quarter of fiscal 2000, the Company recorded a non-
cash  pre-tax special charge of $3,320 ($2,208 after tax or  $.10
per  basic  and  diluted common share) related primarily   to   a
write-down  for   the   in-process   research   and   development
acquired in connection with the Company's acquisition of Sometec,
S.A.  (see  footnote 5).  The technology acquired  is  a  compact
monitoring  device  that  measures and  monitors  the  descending
aortic  blood  flow  during anesthesia and intensive  care.   The
device provides real-time aortic blood flow (a measurement



                            Continued

                              -10-


<PAGE>


                    ARROW INTERNATIONAL, INC.
           Notes to Consolidated Financial Statements

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

Note 6 - Special Charge: (Continued)

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

Note 7 - Segment Reporting:

The  Company uses the "Management Approach" specified by SFAS No.
131,  "Disclosures  about Segments of an Enterprise  and  Related
Information".   The  management approach  is  based  on  the  way
management  organizes  the  segments within  the  enterprise  for
making  operating  decisions  and  assessing  performance.    The
Company  operates  as a single reportable segment.   The  Company
operates  in four main geographic regions, therefore, information
by product category and geographic areas is presented below.



                              -11-




<PAGE>

                       ARROW INTERNATIONAL, INC.
              Notes to Consolidated Financial Statements

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


Note 7 - Segment Reporting: (Continued)

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

                       Quarter ended           Quarter ended
                     November 30, 2000       November 30, 1999
                    -------------------     ---------------------
                    Critical    Cardiac     Critical     Cardiac
                      Care       Care         Care        Care
                    --------    -------     --------     -------
<S>                 <C>         <C>         <C>          <C>
Sales to external
  customers         $ 64,900   $ 12,400    $  63,900     $ 12,800


The following tables present quarterly information about geographic
areas:

                               Quarter ended November 30, 2000
                  ---------------------------------------------------------
                  United  Asia and          Other
                  States  Africa   Europe  Foreign Eliminations Consolidated
                 -------- -------- ------  ------- ------------ ------------
<S>              <C>      <C>      <C>     <C>     <C>          <C>
Sales to unaffiliated
  customers      $ 60,321 $ 8,085  $6,347  $2,555    $  -        $   77,308

                               Quarter ended November 30, 1999
                  ----------------------------------------------------------
                  United  Asia and          Other
                  States  Africa   Europe  Foreign Eliminations Consolidated
                 -------- -------- ------  ------- ------------ ------------

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

</TABLE>

Export sales to unaffiliated customers were $7,673 and $7,948 for  the
three   months  ended  November  30,  2000  and  November  30,   1999,
respectively.


Note 8 - New Accounting Standards:

Recently, the FASB's Emerging Issue Task Force ("EITF") released Issue
00-10,  "Accounting  for Shipping and Handling  Revenues  and  Costs",
which  requires amounts charged to customers for shipping and handling
be  classified as revenue and provides further guidance in  accounting
for shipping and handling costs.  This EITF Issue is effective for the
fourth  quarter  of  fiscal  year  2001.   The  Company  is  currently
evaluating  the  impact EITF Issue 00-10 will have  on  its  financial
statements, if any.

Note 9 - Subsequent Events:

As  part  of  the  Company's purchase of assets of the cardiac  assist
division of C.R. Bard, Inc. in December 1998, the Company also  agreed
to  acquire specified assets and assume specified liabilities  of  the
Belmont Instruments Corporation for $5,000, $3,000 of which is planned
to be paid in January 2001, with the remaining $2,000 payable over the
next two years in eight quarterly installments of $250, commencing  in
April 2001.



                                 -12-



<PAGE>

                    ARROW INTERNATIONAL, INC.


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

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

                      Results of Operations

Three  Months  Ended November 30, 2000 Compared to  Three  Months
Ended November 30, 1999

Net sales for the first quarter of fiscal 2001 ended November 30,
2000 increased 0.8% to $77.3 million, compared with $76.7 million
in  the  same period last year.  Net sales represent gross  sales
invoiced  to  customers, less certain related charges,  including
freight costs, discounts, returns and other allowances.  Sales of
critical care products increased 1.6% to $64.9 million from $63.9
million  in  the  comparable prior year period due  primarily  to
additional unit shipments of central venous catheters.  Sales  of
cardiac  care  products  decreased to $12.4  million  from  $12.8
million,  a  decrease  of  3.2% from the comparable  fiscal  2000
period,  principally as a result of lower international sales  of
intra-aortic balloon products and the increased strength  of  the
U.S.  dollar,  relative  to currencies  in  countries  where  the
Company operates direct sales subsidiaries.  International  sales
decreased by 7.5% to $24.7 million from $26.7 million in the same
prior  year  period,  principally as a result  of  the  increased
strength  of the U.S. dollar, relative to currencies in countries
where   the   Company   operates   direct   sales   subsidiaries.
International sales represented 31.9% of net sales,  compared  to
34.8%  in the comparable fiscal 2000 period.  As a result of  the
increased strength of the U.S. dollar, net sales for the  quarter
decreased by $2.0 million.

Gross profit increased 0.7% to $41.7 million in the first quarter
of  fiscal  2001 from $41.4 million in the same period of  fiscal
2000.   As  a percentage of net sales, gross profit was 53.9%  in
each of the three-month periods ended November 30, 2000 and 1999,
respectively.

Research, development and engineering expenses increased by 13.4%
to  $6.1  million in the first quarter of fiscal 2001  from  $5.4
million in the comparable prior year period.  As a percentage  of
net  sales,  these  expenses increased in the  first  quarter  of
fiscal  2001  to  7.9%, compared to 7.0% in the  same  period  in
fiscal  2000, due primarily to increased clinical testing of  the
LionHeartT, the Company's Left Ventricular Assist System.




                              -13-



<PAGE>

                    ARROW INTERNATIONAL, INC.


Selling, general and administrative expenses increased by 0.3% to
$18.3  million during the first quarter of fiscal 2001 from $18.2
million  in  the  same period of fiscal 2000 and decreased  as  a
percentage of net sales to 23.7% in the first quarter  of  fiscal
2001  from  23.8%  in  the  comparable  period  of  fiscal  2000.
Increased  domestic sales and marketing expenses were  offset  by
lower  international  expenses  as  a  result  of  the  increased
strength  of the U.S. dollar, relative to currencies in countries
where the Company operates direct sales subsidiaries.

In  the first quarter of fiscal 2000, the Company recorded a non-
cash  pre-tax special charge of $3.3 million ($2.2 million  after
tax or $.10 per basic and diluted common share) related primarily
to  a  write-down  for  the in-process research  and  development
acquired in connection with the Company's acquisition of Sometec,
S.A.  (see Note 5 of Notes to Consolidated Financial Statements).
The  technology  acquired  is a compact  monitoring  device  that
measures  and  monitors the descending aortic blood  flow  during
anesthesia  and  intensive care.  The device  provides  real-time
aortic blood flow (a measurement of cardiac output) by using both
pulsed Doppler for measuring blood velocity and M-mode ultrasound
to accurately measure the aortic diameter.  The monitoring system
consists  of four main components: the main console (monitor),  a
transesophagael  probe, a disposable jacket  and  an  articulated
probe  holder.   The  monitor  provides  the  physician  with   a
continuous display of a patient's hemodynamic profile,  including
aortic  blood  flow,  heart rate, stroke volume,  peak  velocity,
acceleration,  left  ventricular  ejection  time   and   systemic
vascular  resistance.   To  facilitate  use  of  this  device,  a
disposable jacket, containing an acoustic gel, is placed over the
probe utilizing a special vacuum mounting tool supplied with  the
jacket.  The Company believes that the speed and ease of  use  of
this  new noninvasive measurement technique has the potential  of
establishing  cardiac output as a frequently used physician  tool
with  value  similar  to blood pressure, EKG and  pulse  oximetry
measurements.   In  accordance with SFAS No. 2,  "Accounting  for
Research and Development Costs" and FIN No. 4, "Applicability  of
SFAS No. 2 to business combinations accounted for by the Purchase
Method",  these  costs were charged to expense  at  the  date  of
consummation of the acquisition.  The value assigned to  purchase
Sometec  in-process technology was based on a valuation  prepared
by  an  independent third-party appraisal company.  Each  of  the
technologies  under  development at the date of  acquisition  was
reviewed for technological feasibility, stage of completeness  at
the  acquisition  date, and scheduled release dates  of  products
employing the technology to determine whether the technology  was
complete  or  under  development.  At the acquisition  date,  the
research  and  development  project  was  estimated  to  be   75%
complete.   Incomplete  development  efforts  at  the   time   of
acquisition  included improved portability, software  development
and  development  of the disposable sheath.   The  valuation  was
based  on  the  estimated cash flows resulting from  commercially
viable products discounted to present value using a risk adjusted
after  tax  discount rate of 22%.  The research  and  development
costs  from these projects have commenced.  Some of the net  cash
inflows  from these projects have commenced.  However, while  the
Company believes these projects will be completed as planned, the
Company cannot assure you that they will be completed on schedule
or  once  completed, that the new products resulting  from  these
projects  will  be successfully introduced into the  marketplace.
The  Company  does not anticipate material adverse  changes  from
historical pricing, margins and expense levels as a result of the
introduction of the new technologies related to the projects.

                              -14-



<PAGE>

                    ARROW INTERNATIONAL, INC.

Principally due to the above factors, operating income  increased
in  the  first  quarter of fiscal 2001 by 19.5% to $17.3  million
from $14.4 million in the comparable prior year period.

Other  expenses  (income),  net, increased  to  $0.7  million  of
expense during the first quarter of fiscal 2001 from $0.5 million
of  expense in the comparable prior year period.  Other  expenses
(income),  net,  consist  principally  of  interest  expense  and
foreign  exchange gains and losses associated with the  Company's
direct sales subsidiaries.

As  a result of the factors discussed above, income before income
taxes  increased during the first quarter of fiscal 2001 by 18.9%
to  $16.6 million from $14.0 million in the comparable prior year
period.   For  the  first quarter of fiscal 2001,  the  Company's
effective income tax rate was 33.0%, a decrease from 34.0% in the
same   period  of  fiscal  2000,  principally  as  a  result   of
anticipated tax credits and completion of state tax audits.

Net income increased 20.7% to $11.1 million from $9.2 million  in
the comparable fiscal 2000 period.  As a percentage of net sales,
net  income  represented  14.4% during  the  three  months  ended
November 30, 2000, compared to 12.0% in the comparable prior year
period.

Basic  earnings per common share were $.51 and $.40 in the  first
quarters of fiscal 2001 and 2000, respectively.  Diluted earnings
per share were $.50 and $.40 in the first quarters of fiscal 2001
and   2000,   respectively.   Weighted  average   common   shares
outstanding  decreased  to 22,001,538 in  the  first  quarter  of
fiscal  2001 from 22,899,232 in the comparable prior year  period
as   a   result  of  the  Company's  previously  announced  share
repurchase program, which remains in effect.


                 Liquidity and Capital Resources

For  the  three months ended November 30, 2000, net cash provided
by  operations was $13.0 million, a decrease of $8.0 million from
the  same  period  in  the prior year, due  primarily  to  higher
accounts  receivables.  Accounts receivable, net of the allowance
for  doubtful  accounts, increased by $4.5 million in  the  three
months  ended  November  30, 2000, compared  to  a  $0.6  million
decrease in the same period in fiscal 2000.  Accounts receivable,
measured in average days sales outstanding during the period, was
92  days  at November 30, 2000 and 83 days at November 30,  1999.
The increase in accounts receivable was due primarily to sales to
distributors that had extended payment terms.

Net cash used in the Company's investing activities decreased  to
$4.5  million  in the three months ended November 30,  2000  from
$17.9  million for the same period in fiscal 2000, due  primarily
to  the  additional  cash used in connection with  the  Company's
acquisition of Sometec S.A. in the first quarter of fiscal 2000.

Financing  activities used $7.3 million of net cash in the  three
months  ended  November 30, 2000, due primarily to payments  made
against  the Company's U.S. revolving credit facility.  Financing
activities  provided $0.6 million in the same  period  in  fiscal
2000,




                              -15-




<PAGE>

                    ARROW INTERNATIONAL, INC.


primarily  as  a  result of increased borrowing  related  to  the
Company's acquisition of Sometec S.A. and increased use  of  cash
to  purchase  shares of the Company's common stock  in  the  open
market   in  connection  with  its  previously  announced   share
repurchase program.   During the three months ended November  30,
2000, the Company did not purchase any shares of its common stock
under  this  program.  As of November 30, 2000, the  Company  has
expended a total of $36.6 million to fund repurchases of a  total
of 1,223,400 shares of its common stock pursuant to this program.

As  of  November  30,  2000, the Company  had  U.S.  bank  credit
facilities  providing  a  total of  $65.0  million  in  available
revolving  credit for general business purposes, of  which  $30.7
million  remained unused.  In addition, certain of the  Company's
foreign subsidiaries had revolving credit facilities totaling the
U.S.  dollar equivalent of $23.4 million, of which $10.6  million
remained  unused  as  of November 30, 2000.  Combined  borrowings
under these facilities decreased $5.0 million and increased $11.9
million during the three months ended November 30, 2000 and 1999,
respectively.

During the three month periods ended November 30, 2000 and  1999,
the  percentage  of  the Company's sales invoiced  in  currencies
other than U.S. dollars was 22.0% and 24.4%, respectively.

As  a  partial  hedge  against adverse fluctuations  in  exchange
rates,  the  Company  periodically enters into  foreign  currency
exchange contracts with certain major financial institutions.  By
their nature, all such contracts involve risk, including the risk
of   nonperformance   by  counterparties.   Accordingly,   losses
relating to these contracts could have a material adverse  effect
upon  the Company's business, financial condition and results  of
operations.  Based upon the Company's knowledge of the  financial
condition   of   the  counterparties  to  its  existing   forward
contracts,  the  Company  believes that  it  does  not  have  any
material  exposure to any individual counterparty.  The Company's
policy   prohibits   the  use  of  derivative   instruments   for
speculative  purposes.   As  of November  30,  2000,  outstanding
foreign  currency  exchange contracts totaling  the  U.S.  dollar
equivalent of $10.5 million mature at various dates through March
2001.   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.

As part of the Company's purchase of assets of the cardiac assist
division  of  C.R. Bard, Inc. in December 1998, the Company  also
agreed   to   acquire  specified  assets  and  assume   specified
liabilities  of  the  Belmont Instruments  Corporation  for  $5.0
million, $3.0 million, of which is planned to be paid in  January
2001,  with the remaining $2.0 million payable over the next  two
years   in   eight  quarterly  installments  of  $0.25   million,
commencing in April 2001.

In  October  2000,  the  Company's Board  of  Directors  approved
spending  of  up  to  $10.0  million  for  the  construction   of
additional  manufacturing capacity at its existing  manufacturing
and  research  facility  in  the Czech  Republic.   The  approved
spending  includes  amounts  required  for  construction  of  the
additional  space  as  well  as all equipment  required  to  meet
production needs at such space.  This new construction  commenced
during the first quarter of fiscal 2001.


                              -16-


<PAGE>

                    ARROW INTERNATIONAL, INC.


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,  stock
repurchases  on  the  open  market  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.













                              -17-




<PAGE>

                    ARROW INTERNATIONAL, INC.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk:

Financial Instruments:

During  the three month period ended November 30, 2000 and  1999,
the  percentage  of  the Company's sales invoiced  in  currencies
other  than  U.S. dollars was 22.0% and 24.4%, respectively.   In
addition,  a  small part of the Company's cost of goods  sold  is
denominated  in  foreign  currencies.  The  Company  enters  into
foreign   currency  forward  contracts,  which   are   derivative
financial  instruments,  with  major  financial  institutions  to
reduce  the  effect  of  these foreign currency  risk  exposures,
primarily  on  U.S.  dollar  cash  inflows  resulting  from   the
collection  of  intercompany receivables denominated  in  foreign
currencies.  Such transactions occur throughout the year and  are
probable, but not firmly committed.  Forward contracts are marked
to  market  each  accounting period, and the resulting  gains  or
losses  on these contracts are recorded in Other Income / Expense
of  the  Company's  consolidated statements of income.   Realized
gains  and  losses on these contracts are offset by  the  assets,
liabilities and transactions being hedged.  The Company does  not
use  financial  instruments for trading or speculative  purposes.
The  Company  expects  to  continue to utilize  foreign  currency
exchange contracts to manage its exposure, although there can  be
no  assurance that the Company's efforts in this regard  will  be
successful.

Operations  of  the Company are also exposed to,  in  the  normal
course  of  business,  fluctuations  in  interest  rates.    This
interest  rate  risk exposure results from changes in  short-term
U.S. dollar interest rates.

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

At  November 30, 2000, the Company had forward exchange contracts
to  sell foreign currencies which mature at various dates through
March  2001.  The  following  table identifies  forward  exchange
contracts  to  sell foreign currencies at November 30,  2000  and
August 31, 2000 as follows:

<TABLE>
<CAPTION>

                         November 30, 2000       August 31, 2000

                       Notional Fair Market    Notional Fair Market
                       Amounts     Value        Amounts   Value
                       -------- -----------    -------- -----------
<S>                    <C>       <C>           <C>       <C>
Foreign currency: (U.S. Dollar Equivalents)

 Japanese yen           $3,638    $ 3,644       $2,813     $ 2,766
 Canadian dollars        1,509      1,500        1,586       1,597
 Greek drachmas          2,242      2,283        2,091       2,104
 Mexican peso            1,579      1,580        2,115       2,173
 African rand              470        449          923         932
 Czech koruna              995      1,008          -           -
                        -------   -------       ------     -------
                        $10,433   $10,464       $9,528     $ 9,572
                        =======   =======       ======     =======

</TABLE>
                              -18-




<PAGE>

                    ARROW INTERNATIONAL, INC.


PART II.  OTHER INFORMATION


Item 6.   Exhibits and reports on Form 8-K

          (a)  Exhibits

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

               Exhibit 27      *Financial Data Schedule

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

          (b)  Reports on Form 8-K

               No reports on Form 8-K were filed during the
               quarter ended November 30, 2000.














*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.




                              -19-




<PAGE>

                   ARROW INTERNATIONAL, INC.

                            SIGNATURE


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

                                        ARROW INTERNATIONAL, INC.
                                            (Registrant)



Date: January 12, 2001         By:  /s/ Frederick J. Hirt
                                    -----------------------------
                                            (signature)

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




























                              -20-


<PAGE>

                          EXHIBIT INDEX

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

27        *Financial Data Schedule    EDGAR

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

















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





                              -21-




<PAGE>

                          EXHIBIT 99.1

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

     From  time  to  time, in both written reports  and  in  oral
statements  by  our  senior management,  expectations  and  other
statements are expressed regarding our future performance.  These
forward-looking statements are inherently uncertain and investors
must  recognize  that events could turn out to be different  than
such  expectations  and  statements.  Key factors  impacting  our
current and future performance are discussed in our Annual Report
on  Form 10-K for our fiscal year ended August 31, 2000 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,  including
the  LionHeartT, our Left Ventricular Assist System,  and  future
applications,  however, will require approval  through  the  more
vigorous  Premarket  Approval application ("PMA")  process.   The
process  of  obtaining such clearances or approvals can  be  time
consuming and expensive.  We cannot assure you that the FDA  will
grant all clearances or approvals sought by us or that FDA review
will  not  involve delays adversely affecting the  marketing  and
sale  of  our  products.   We  are also  required  to  adhere  to
applicable  regulations setting forth current Good  Manufacturing
Practices,  which  require that we manufacture our  products  and
maintain  our  records  in a prescribed manner  with  respect  to
manufacturing, testing and control activities.  In  addition,  we
are  required  to comply with FDA requirements for  labeling  and
promotion  of  our products.  Failure to comply  with  applicable
federal,  state,  local  or  foreign laws  or  regulations  could
subject  us  to  enforcement action, including product  seizures,
recalls,  withdrawal of clearances or approvals,  and  civil  and
criminal  penalties,  any  one or more  of  which  could  have  a
material adverse effect on our business, financial condition  and
results  of operations.  Many of the foreign countries  where  we
conduct business have adopted medical device laws and regulations
with  similar  substantive and enforcement provisions.   Federal,
state,  local  and  foreign  laws and regulations  regarding  the
development, manufacture and sale of medical devices are  subject
to  future changes.  We cannot assure you that such changes  will
not  have  a  material adverse effect on our business,  financial
condition and results of operations.


                              -22-



<PAGE>


Significant Competition and Continual Technological Change

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

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

Cost  Pressures  on Medical Technology and Proposed  Health  Care
Reform

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

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





                              -23-


<PAGE>


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

Dependence on Patents and Proprietary Rights

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

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


                              -24-



<PAGE>


Risks Associated with International Operations

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

Potential Product Liability

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

Risks Associated with Derivative Financial Instruments

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




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

Dependence on Key Management

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














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