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, 1998
     
                            or
                              
     ( )    Transition Report Pursuant to Section 13 or 15(d) of the
            Securities  Exchange Act of 1934.
     
       For the transition period from ____________ to  ____________
      
     Commission File Number   0-20212

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


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


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


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

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

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

    Class                     Shares outstanding at January 13, 1999
    -----                     --------------------------------------  
 Common Stock, No Par Value                 23,223,981


<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 November 30,1998
           and August 31, 1998                               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        9-11

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations              12-17

  Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk                                      17-18




PART II. OTHER INFORMATION

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

Signature                                                    20

Exhibit Index                                                21


</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>
                              
                                   November 30,   August 31,
                                      1998           1998
                                   -----------   -----------
                                   (Unaudited)   (Unaudited)
<S>                                <C>           <C>
ASSETS

Current assets:
 Cash and cash equivalents         $    9,066     $    4,652
 Accounts receivable, net              64,888         63,872
 Inventories                           74,196         70,592
 Prepaid expenses and other            13,347         13,461
 Deferred income taxes                  2,040          2,040
                                   ----------     ----------
  Total current assets                163,537        154,617
                                   ----------     ----------
Property, plant and equipment:
 Total property plant
 and equipment                        188,998        184,121

 Less accumulated depreciation        (76,191)       (72,753)
                                   ----------     ---------- 
                                      112,807        111,368
                                   ----------     ----------
 
Goodwill, net                          34,806         34,320
Intangible and other assets, net       19,227         20,118
Deferred income taxes                   2,629          2,458
                                   ----------     ----------
  Total other assets                   56,662         56,896
                                   ----------     ----------
  Total assets                     $  333,006     $  322,881
                                   ==========     ==========
</TABLE>


    See accompanying notes to consolidated financial statements
                              
                          Continued

                              3
<PAGE>
  
                     ARROW INTERNATIONAL, INC.
                    CONSOLIDATED BALANCE SHEETS
                              
       (All Dollar Amounts in Thousands, Except Share Amounts)
<TABLE>
<CAPTION>                          
                                         November 30,    August 31,
                                            1998           1998
                                         ------------   ----------
                                          (Unaudited)   (Unaudited)
<S>                                        <C>           <C>
LIABILITIES

Current liabilities:
 Current maturities of long-term debt    $        620   $       522
 Notes payable                                 24,778        29,730
 Accounts payable                               5,537         6,677
 Cash overdrafts                                1,475         1,395
 Accrued liabilities                            8,780         7,053
 Accrued compensation                           6,585         6,877
 Accrued income taxes                           5,134         2,107
                                          -----------    ---------- 
  Total current liabilities                    52,909        54,361

Long-term debt                                 12,402        11,686
Accrued postretirement benefit obligation       9,053         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                            229,200       220,217
  Less treasury stock at cost:
  3,254,832 and 3,254,752 shares,
  respectively                                 (8,434)       (8,432)
 Cumulative translation adjustment             (4,151)       (6,159)
 Unearned compensation                            -             (44)
 Unrealized holding loss on
  securities, net of tax                       (3,634)       (3,375)
                                           ----------    ----------  
  Total shareholders' equity                  258,642       247,868

                                           ----------    ---------- 
  Total liabilities and
   shareholders' equity                    $  333,006    $  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 November 30,
                                            1998       1997
                                        ---------  ---------
<S>                                     <C>        <C>

Net sales                               $ 68,085   $  63,769
Cost of goods sold                        31,036      27,860
                                        ---------  ---------
 Gross profit                             37,049      35,909


Operating expenses:
 Research, development and engineering     5,311       4,158
 Selling, general and administrative      16,855      15,295
                                        --------   ---------

 Operating income                         14,883      16,456

Other expenses (income):
 Interest expense, net of amounts
   capitalized                               222         116
 Interest income                             (91)       (186)
 Other, net                               (1,223)        248
                                        --------   ---------
 Other expenses (income), net             (1,092)        178
                                        --------   ---------

Income before income taxes                15,975      16,278
Provision for income taxes                 5,831       6,104
                                        --------   ---------

 Net income                             $ 10,144   $  10,174
                                        ========   =========

Basic and diluted earnings per
  common share                        $      .44  $      .44
                                      ==========  ==========
Cash dividends per common share       $      .05  $      .05
                                      ==========  ==========
Weighted average shares outstanding   23,224,780  23,228,859
                                      ==========  ==========
                              
</TABLE>
                              
                              
    See accompanying notes to consolidated financial statements
                              
                              5
<PAGE>   

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

<TABLE>
<CAPTION>
                                            For the Three Months
                                             Ended November 30,
                                              1998        1997
                                           ---------    ---------
<S>                                        <C>          <C>
Cash flows from operating activities:
 Net income                                $ 10,144      $  10,174

Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation                                 3,183          3,255
 Amortization of intangible assets
 and goodwill                                   763          1,027
 Amortization of unearned compensation           44             44
 Deferred income taxes                         (171)          (193)
 Other                                          252            262
 Changes in operating assets and liabilities:
  Accounts receivable                         1,125         (1,387)
  Inventories                                (1,939)         1,504
  Prepaid expenses and other                     45         (1,812)
  Accounts payable and accrued liabilities   (2,331)        (2,244)
  Accrued compensation                         (320)        (2,523)
  Accrued income taxes                        3,164          4,546
                                           --------       --------
  Total adjustments                           3,815          2,479
                                           --------       -------- 
  Net cash provided by operating
    activities                               13,959         12,653
                                           --------       --------
Cash flows from investing activities:
 Capital expenditures                        (3,719)        (1,690)
 Increase (decrease) in intangible
   and other assets                             416         (2,377)
 Cash paid for businesses acquired, net         -           (7,316)
                                           --------       --------

  Net cash used in investing activities      (3,303)       (11,383)
                                           --------       --------
Cash flows from financing activities:
 Increase (decrease) in notes payable        (4,931)           343
 Principal payments of long-term debt          (461)          (228)
 Increase (decrease) in book overdrafts          80         (2,142)
 Dividends paid                              (1,161)        (1,045)
 Purchase of treasury stock                      (2)           -
                                           --------       --------
  Net cash used in financing activities      (6,475)        (3,072)
                                           --------       --------

Effect of exchange rate changes on cash and
 cash equivalents                               233            (43)

Net change in cash and cash equivalents       4,414         (1,845)
Cash and cash equivalents at beginning
   of year                                    4,652          6,276
                                           --------       --------
Cash and cash equivalents at end of
    period                                 $  9,066       $  4,431
                                           ========       ========

</TABLE>
                              
     See accompanying notes to consolidated financial statements
                              
                            Continued
                              
                                6


<PAGE>

                    ARROW INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                              
                           (Unaudited)
                              
     (All Dollar Amounts in Thousands, Except Per Share Data)
                              
  
<TABLE>
<CAPTION>
                                                 For the Three Months
                                                  Ended November 30,
                                                   1998        1997
                                                 --------    --------         
<S>                                              <C>          <C>
Supplemental disclosure of cash flow information:

Cash paid during the period for:
 Interest (net of amounts capitalized)           $    222    $    116
 Income taxes                                    $  2,829    $  1,237


</TABLE>





    See accompanying notes to consolidated financial statements

                              7

<PAGE>


                     ARROW INTERNATIONAL, INC.
         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                              
                          (Unaudited)
                              
    (All Dollar Amounts in Thousands, Except Per Share Data)
                              
<TABLE>
<CAPTION>
                                        For the Three Months
                                         Ended November 30,
                                          1998        1997
                                        ---------   --------
<S>                                     <C>         <C>                        

Net income                              $  10,144   $ 10,174

Other comprehensive income (expense):
 Currency translation adjustments           2,008       (111)
 Unrealized holding loss on
   securities, net of tax                    (259)      (272)
                                        ---------   -------- 
Other comprehensive income (expense)        1,749       (383)
                                        ---------   --------
Total comprehensive income              $  11,893   $  9,791
                                        =========   ========
</TABLE>






     See accompanying notes to consolidated financial statements

                              8



<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.

Note 2 - Inventories

Inventories are summarized as follows:

<TABLE>
<CAPTION>

                                     November 30,   August 31,
                                        1998           1998
                                     -----------    ----------
     <S>                             <C>            <C>
     Finished goods                  $    26,105    $   24,875
     Semi-finished goods                  18,379        18,492
     Work-in-process                       9,849         9,558
     Raw materials                        19,863        17,667
                                     -----------    ----------
                                     $    74,196    $   70,592
                                     ===========    ==========

</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
financial position or results of operations.



                          Continued
                              
                              9
<PAGE>


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


Note 4 - Related Party Transactions

During the three months ended November 30, 1998, the Company
charged Arrow Precision Products, Inc. ("Precision"), which
is related to the Company through common ownership, $6
relating to the utilization of certain of the Company's
personnel.  The Company had a net receivable from Precision
amounting to $375 at November 30, 1998.

During the three months ended November 30, 1997, the Company
made payments on behalf of Precision in the amount of $21,
relating to activities of Precision prior to August 29,
1997, for which reimbursement was offset by credits of $37
issued by the Company to Precision against previous charges
for utilization of certain of the Company's facilities,
personnel and services during the twelve month period ended
August 29, 1997.  The Company made no purchases from
Precision for the three month period ending November 30,
1997.  The Company had a net receivable from Precision
amounting to $221 at November 30, 1997.

During the three months ended November 30, 1998, the Company
made purchases amounting to $10 products from Precision
Medical Products, Inc., ("PMP"), a company owned by
certain former management employees of Arrow Precision
Products, Inc. including T. Jerome Holleran, who serves as
PMP's President and Chief Executive Officer.  In addition,
the Company provided certain computer related services to
PMP for $3.


Note 5 - Accounting Policies

Cash Flows

The effect of exchange rate changes on cash and cash
equivalents have been reclassified and stated as a separate
category in the Company's Consolidated Statements of Cash
Flows for the three months ended November 30, 1998.  Prior
periods have been restated to reflect this change.

Comprehensive Income

Effective September 1, 1998, the Company adopted Statement
of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income."

                          Continued

                             10
<PAGE>

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

Note 5 - Accounting Policies (Continued)

Comprehensive income consists of net income and other gains
and losses effecting shareowners' equity which, under
generally accepted accounting principles, are excluded from
net income.  For the Company, such items consist primarily
of foreign currency translation gains and losses and
unrealized gains and losses on marketable equity
investments.

Computer Software Costs

Effective September 1, 1998, the Company adopted "Statement
of Position (SOP) 98-1", "Accounting for the Costs of
Computer Software Development or Obtained for Internal Use."
Total cost capitalized under the new policy which would
otherwise have been expensed were not material to the
financial results or financial position of the Company.


Note 6 - Subsequent Events

On December 1, 1998, the Company completed its acquisition
of the previously announced agreement to purchase the global
intra-aortic balloon catheter and pump business of C.R.
Bard, Inc.  The Company intends to take a pre-tax charge to
income of approximately $7 million in the second fiscal
quarter ending February 28, 1999 related to acquired in-
process research and development.  The after tax charge will
be approximately $4.5 million or $.19 per basic and diluted
earnings per common share.  The Company's estimates of the
amount of these charges may be modified as a result of the
Company's analysis of such acquired in-process research and
development, which has not yet been completed.














                             11

<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, 1998 Compared to Three
Months Ended November 30, 1997

Net sales for the first quarter of the 1999 fiscal year
ended November 30, 1998 increased 6.8% to $68.1 million,
compared with $63.8 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.
Sales of critical care products, excluding royalty income,
increased 5.8% to $57.6 million from $54.4 million in the
comparable prior period due primarily to additional sales
provided by Medical Parameters, Inc. ("MPI"), a company
acquired in the fourth quarter of fiscal 1998, and increased
unit shipments of the percutaneous thrombolytic devices
("PTDs").  Sales of cardiac care products increased to $10.5
million from $9.2 million, an increase of 13.9% from the
comparable fiscal 1998 period, principally as a result of
increased sales of intra-aortic balloon ("IAB") pump and
catheter products.  International sales increased by 2.1% to
$23.5 million from $23.0 million in the same prior year
period and represented 34.4% of net sales, excluding royalty
income, compared to 36.1% in the comparable fiscal 1998
period, principally as a result of increased sales of IAB
pump and catheter products.  The increased strength of the
U.S. dollar, relative to currencies in countries where the
Company operates direct sales subsidiaries, reduced net
sales for the quarter by $0.4 million.

Gross profit increased 3.2% to $37.0 million in the first
quarter of the current fiscal year compared to $35.9 million
in the same period of fiscal 1998.  As a percentage of net
sales, gross profit decreased to 54.4% during the three
months ended November 30, 1998 from 56.3% in the comparable
prior year period, due to a less profitable product and
distribution mix.  Another factor was higher manufacturing
costs related to manufacturing IAB pumps.




                             12
<PAGE>


                  ARROW INTERNATIONAL, INC.

Research, development and engineering expenses increased by
27.7% to $5.3 million in the first quarter of the current
fiscal year from $4.2 million in the comparable prior year
period.  As a percentage of net sales, these expenses
increased in the first quarter of fiscal 1999 to 7.8%,
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 Left Ventricular Assist Device ("LVAD") and
new clinical studies related to the Company's ARROWg+ard
REGISTERED TRADEMARK Plus and Pullback Atherectomy Catheter 
("PAC") research programs.

Selling, general and administrative expenses increased by
10.2% to $16.9 million during the first quarter of the
current fiscal year from $15.3 million in the same period of
fiscal 1998 and increased as a percentage of net sales to
24.8% in the first quarter of fiscal 1999 from 24.0% in the
comparable period of fiscal 1998.  The increase was due
primarily to higher U.S. sales and marketing expenses,
increased expenses to implement direct sales of implantable
drug infusion pumps and additional expenses related to the
acquisition of MPI.

Principally due to the above factors, operating income
decreased in the first quarter of fiscal 1999 by 9.6% to
$14.9 million from $16.5 million in the comparable prior
period.

Other expenses (income), net, improved to $(1.1) million
during the first quarter of fiscal 1999 from $0.2 million in
the comparable prior year period.  Other expenses (income),
net, consist principally of interest expense and foreign
exchange gains and losses associated with the Company's
direct sales subsidiaries.

As a result of the factors discussed above, income before
income taxes decreased during the first quarter of fiscal
1999 by 1.9% to $16.0 million from $16.3 million in the
comparable prior year period.  For the first 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 decreased 0.3% to $10.1 million from $10.2
million in the comparable fiscal 1998 period.  As a
percentage of net sales, net income represented 14.8% during
the three months ended November 30, 1998, compared to 16.0%
in the comparable prior year period.

Basic and diluted earnings per common share was $.44 in both
the first quarters of fiscal 1999 and 1998.  Weighted
average common shares outstanding decreased to 23,224,780 in
the first quarter of fiscal 1999 from 23,225,853 in the
comparable prior year period.

                             13

<PAGE>
                  ARROW INTERNATIONAL, INC.
                              
               Liquidity and Capital Resources
                              
For the three months ended November 30, 1998, net cash
provided by operations was $14.0 million.  The increase of
$1.3 million from the same period in the prior year was due
to changes in operating assets and liabilities.  Accounts
receivable in U.S. dollars increased by $1.0 million in the three
months ended November 30, 1998, compared to a $1.1 million
increase in the same period in fiscal 1998.  Accounts
receivable, measured in average days sales outstanding
during the period, was 86 days at November 30, 1998 and 87
days at November 30, 1997.

Net cash used in the Company's investing activities
decreased to $3.3 million in the three months ended November
30, 1998 from $11.4 million for the three months ended
November 30, 1997.  The higher amount of net cash used
during the three months ended November 30, 1997 reflects the
acquisition in November 1997 of certain assets of the
Cardiac Assist Division of Boston Scientific Corporation.

Financing activities used $6.5 million in the three months
ended November 30, 1998, compared to using $3.1 million in
the same period in fiscal 1998.  This change resulted
principally from an increase in repayments under the
Company's revolving credit facilities during the three
months ended November 30, 1998 compared to the same period
during the prior fiscal year.

As of November 30, 1998, the Company had U.S. bank credit
facilities providing a total of $75.0 million in available
revolving credit for general business purposes, of which
$57.3 million remained unused.  In addition, certain of the
Company's foreign subsidiaries had revolving credit
facilities totaling the U.S. dollar equivalent of $12.5
million, of which $5.4 million remained unused as of
November 30, 1998.  Combined borrowings under these
facilities decreased $5.0 million and increased $0.4 million
during the three months ended November 30, 1998 and 1997,
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.
                              
During the three month periods ended November 30, 1998 and
1997, the percentage of the Company's sales invoiced in
currencies other than U.S. dollars
                              
                             14
<PAGE>

                  ARROW INTERNATIONAL, INC.
                              
was 23.0% and 25.6%, respectively.  As of November 30, 1998,
outstanding foreign currency exchange contracts totaling the
U.S. dollar equivalent of $9.1 million mature at various
dates through March 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 its
working capital, operating cash flow and available credit
resources will be adequate to repay current portions of long-
term debt, to finance currently planned capital expenditures
and to meet the currently foreseeable liquidity needs of the
Company.

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


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.

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.






                             15
<PAGE>


                  ARROW INTERNATIONAL, INC.

Year 2000 Readiness (Continued)

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 will then be moved to the production machines.
U.S. payroll and general ledger software will be tested and
validated in the above manner in the 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 are planned to be tested
and Year 2000 compliant by the spring of 1999.

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 contacted the
manufacturer to determine 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 will be 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 ensure responses from all suppliers
and also to ensure compliance.

The Company increased its available 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.
                              
                              
                              
                           

<PAGE>                             16


                  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", beginning 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.


Item 3.   Financial Instruments:

During the three months period ended November 30, 1998 and
1997, the percentage of the Company's sales invoiced in
currencies other than U.S. dollars was 23.0% and 25.6%,
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 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.


                             17
<PAGE>


                  ARROW INTERNATIONAL, INC.

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

<TABLE>
<CAPTION>
                                  November 30, 1998       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                    $   3,095   $  3,249    $  7,062   $  6,404
 German marks                          -          -           -          - 
 French francs                       1,270      1,277       1,168      1,191
 Spanish pesetas                     1,552      1,561       1,468      1,507
 Canadian dollars                      232        228         -          -
 Greek drachmas                      1,367      1,407       1,136      1,203
 Mexican peso                          560        601         909        977
 African rand                          321        352         -          -
 Netherlands guilder                   729        733         498        503
                                 ---------   --------   ---------   -------- 
                                 $   9,126   $  9,408   $  12,241   $ 11,785
                                 =========   ========   =========   ========    

Interest rate swap agreement     $   5,000   $   (116)  $   5,000   $    (77)
                                 =========   ========   =========   ========

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 $3.2 for
the three months ended November 30, 1998.

                             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, 1998.





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

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


























                             20

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                          EXHIBIT INDEX
<S>                       
Exhibit   Description                 
Number    of Exhibit                  Method of Filing
-------   -----------                 ----------------
<C>       <C>                         <C>                                      
27        *Financial Data Schedule    EDGAR
                                      
99.1      Cautionary Statement for    Page 22-27 of this report
          Purposes of the Safe
          Harbor Provisions of the
          Private Securities
          Litigation Reform Act of
          1995
          
                                      
                                      
                                      
</TABLE>

























*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, 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.
                               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 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

                               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  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.


                               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  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


                               25

<PAGE>

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

Dependence on Key Management

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

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 will then be moved  to
our  production machines.  We plan to test and validate our  U.S.
payroll  and  general ledger systems in the above manner  in  the
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


                               26

<PAGE>

year 2000, we plan to move the affected software and data back to
the  machines  on  which  validation was completed  so  that  our
business processes can continue.

     We plan to test and make Year 2000 compliant our engineering
documentation  systems which are critical for  our  manufacturing
operations by the spring of 1999.

      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 plan  to
contact  the  manufacturer to determine  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 will be 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
ensure responses from all suppliers and also to ensure
compliance.

       We  increased  our  available  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.













                               27