UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC  20549

                          FORM 10-Q


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

          For the third quarter period ended May 31, 1999

                            or

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

     For the transition period from ____________ to ____________

     Commission File Number   0-20212

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


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


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


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

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

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

        Class                Shares outstanding at July 13, 1999
        -----                -----------------------------------
Common Stock, No Par Value                23,143,843

<PAGE>


                    ARROW INTERNATIONAL, INC.

                        Form 10-Q Index

                                                             Page
                                                             ----
[S]                                                          [C]

PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Balance Sheets at May 31, 1999
           and August 31, 1998                                3-4

           Consolidated Statements of Income                  5-6

           Consolidated Statements of Cash Flows              7-8

           Consolidated Statements of Comprehensive Income      9

           Notes to Consolidated Financial Statements       10-12


   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations              13-20


   Item 3. Quantitative and Qualitative Disclosures About
           Market Risk                                      21-22



PART II.   OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K                    23


Signature                                                      24

Exhibit Index                                                  25



                                 -2-



<PAGE>

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements


                       ARROW INTERNATIONAL, INC.
                      CONSOLIDATED BALANCE SHEETS

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

                                           May 31,       August 31,
                                            1999           1998
                                         ----------     ----------
<TABLE>
<CAPTION>

<S>                                      <C>            <C>
ASSETS

Current assets:
 Cash and cash equivalents               $    8,282     $    4,652
 Accounts receivable, net                    71,382         63,872
 Inventories                                 75,879         69,162
 Prepaid expenses and other                  16,394         13,461
 Deferred income taxes                        1,844          2,040
                                         ----------     ----------
  Total current assets                      173,781        153,187
                                         ----------     ----------
Property, plant and equipment:
 Total property, plant and equipment        200,245        186,626
 Less accumulated depreciation              (84,477)       (73,828)
                                         ----------     ----------
  Property, plant and equipment, net        115,768        112,798
                                         ----------     ----------

Other assets:
 Goodwill, net                               33,675         34,320
 Intangible and other assets, net            35,200         20,118
 Deferred income taxes                        5,338          2,458
                                         ----------     ----------
  Total other assets                         74,213         56,896
                                         ----------     ----------
  Total assets                           $  363,762     $  322,881
                                         ----------     ----------
                                         ----------     ----------
</TABLE>

     See accompanying notes to consolidated financial statements.

                              Continued



                                -3-

<PAGE>

                         ARROW INTERNATIONAL, INC.
                CONSOLIDATED BALANCE SHEETS, Continued

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

<TABLE>
<CAPTION>                                          May 31,       August 31,
                                                    1999           1998
                                                 ----------      ----------
<C>                                              <S>             <S>
LIABILITIES

Current liabilities:
 Current maturities of long-term debt            $    1,265      $      522
 Notes payable                                       47,146          29,730
 Accounts payable                                     9,067           6,677
 Cash overdrafts                                        313           1,395
 Accrued liabilities                                  7,916           7,053
 Accrued compensation                                 4,945           6,877
 Accrued income taxes                                 2,421           2,107
                                                 ----------      ----------
  Total current liabilities                          73,073          54,361

Long-term debt                                       11,185          11,686
Accrued postretirement benefit obligation             9,300           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                                  246,339        220,217
  Less cost of treasury stock:
  3,327,978 and 3,254,752 shares
  of Common Stock, respectively                      (9,997)        (8,432)
 Unearned compensation                                   -             (44)
 Cumulative translation adjustment                   (7,081)        (6,159)
 Unrealized holding loss on
  securities, net of tax                             (4,718)        (3,375)
                                                 ----------     ----------
  Total shareholders' equity                        270,204        247,868
                                                 ----------     ----------
  Total liabilities and shareholders' equity     $  363,762     $  322,881
                                                 ----------     ----------
                                                 ----------     ----------
</TABLE>

       See accompanying notes to consolidated financial statements.

                                 -4-

<PAGE>


                          ARROW INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF INCOME

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

                                                For the Three Months
                                                    Ended May 31,
<TABLE>                                          1999           1998
<CAPTION>                                     ----------     ----------
<S>                                           <C>            <C>

Net sales                                     $   75,865     $   65,735
Cost of goods sold                                35,908         28,499
                                              ----------     ----------
Gross profit                                      39,957         37,236


Operating expenses:
 Research, development and engineering             4,988          4,799
 Selling, general and administrative              17,813         16,291
                                              ----------     ----------

 Operating income                                 17,156         16,146
                                              -----------    ----------
Other expenses (income):
 Interest expense, net of amounts capitalized        297            261
 Interest income                                    (131)           (56)
 Other, net                                         (942)           394
                                              ----------     ----------
Other expenses, net                                 (776)           599
                                              ----------     ----------
Income before income taxes                        17,932         15,547
Provision for income taxes                         6,545          5,830
                                              ----------     ----------

  Net income                                  $   11,387     $    9,717
                                              ----------     ----------
                                              ----------     ----------



Basic and diluted earnings per common share   $      .49     $      .42
                                              ----------     ----------
                                              ----------     ----------
Cash dividends per common share               $     .055     $     .050
                                              ----------     ----------
                                              ----------     ----------

Weighted average shares outstanding           23,201,489     23,224,422
                                              ----------     ----------
                                              ----------     ----------

</TABLE>



       See accompanying notes to consolidated financial statements.


                                 -5-

<PAGE>

                       ARROW INTERNATIONAL, INC.
                   CONSOLIDATED STATEMENTS OF INCOME

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

                                                 For the Nine Months Ended
<TABLE>                                            May 31,         May 31,
                                                    1999            1998
                                                 ---------        ---------
<S>                                              <C>              <C>
Net sales                                        $ 218,224        $ 196,274
Cost of goods sold                                 102,569           86,190
                                                 ---------        ---------
Gross profit                                       115,655          110,084

Operating expenses:
 Research, development and engineering              15,739           13,286
 Selling, general and administrative                52,037           46,936
 Special charge                                      4,139              -
                                                 ---------        ---------
 Operating income                                   43,740           49,862
                                                 ---------        ---------
Other expenses (income):
 Interest expense, net of amounts capitalized        1,021              570
 Interest income                                      (294)            (366)
 Other, net                                         (3,972)             790
                                                 ---------        ---------
Other expenses, net                                 (3,245)             994
                                                 ---------        ---------
Income before income taxes                          46,985           48,868
Provision for income taxes                          17,150           18,326
                                                 ---------        ---------

 Net income                                      $  29,835        $  30,542
                                                 ---------        ---------
                                                 ---------        ---------



Basic and diluted earnings per common share      $    1.29        $    1.32
                                                 ---------        ---------
                                                 ---------        ---------
Cash dividends per common share                  $    .160        $    .145
                                                 ---------        ---------
                                                 ---------        ---------
Weighted average shares outstanding             23,217,815       23,224,960
                                                ----------       ----------
                                                ----------       ----------
</TABLE>

         See accompanying notes to consolidated financial statements.



                                   -6-

<PAGE>

                         ARROW INTERNATIONAL, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                 (In thousands, except per share amounts)
                                (Unaudited)
                                                For the Nine Months Ended
                                                    May 31,       May 31,
                                                     1999          1998
                                                  ----------    ----------
<TABLE>
<CAPTION>

<S>                                              <C>             <C>
Cash flows from operating activities:
 Net income                                       $   29,835    $   30,542

Adjustments to reconcile net income to net cash
 provided by operating activities:
 Depreciation                                         10,817         8,996
 Special charge                                        4,139           -
 Amortization of intangible assets and goodwill        2,049         3,092
 Amortization of unearned compensation                    44           134
 Deferred income taxes                                (2,685)          209
 Other                                                 1,207           882
 Changes in operating assets and liabilities:
  Accounts receivable, net                            (7,519)       (4,953)
  Inventories                                            334       (10,255)
  Prepaid expenses and other                          (3,295)       (4,843)
  Accounts payable and accrued liabilities             4,072         1,402
  Accrued compensation                                (1,872)       (2,785)
  Accrued income taxes                                   245         2,921
                                                   ---------     ---------
  Total adjustments                                    7,536        (5,200)
                                                   ---------     ---------
  Net cash provided by operating activities           37,371        25,342

Cash flows from investing activities:
 Capital expenditures                                (14,557)       (9,413)
 Increase (decrease) in intangible and other assets   (1,021)       (3,746)
 Cash paid for businesses acquired, net              (27,888)       (7,321)
                                                   ---------     ---------
  Net cash used in investing activities              (43,466)      (20,480)

Cash flows from financing activities:
 Increase (decrease) in notes payable                 17,962          (578)
 Principal payments of long-term debt                   (997)       (1,558)
 Increase (decrease) in book overdrafts               (1,884)       (1,377)
 Dividends paid                                       (3,712)       (3,251)
 Purchase of treasury stock                           (1,564)          (38)
                                                   ---------     ---------
  Net cash provided by (used in)
      financing activities                             9,805        (6,802)

 Effect of exchange rate changes on cash and
  cash equivalents                                       (80)          (94)

Net change in cash and cash equivalents                3,630        (2,034)
Cash and cash equivalents at beginning of year         4,652         6,276
                                                  ----------    ----------
Cash and cash equivalents at end of period        $    8,282    $    4,242
                                                  ----------    ----------
                                                  ----------    ----------
</TABLE>

    See accompanying notes to consolidated financial statements.
                              Continued


                                 -7-

<PAGE>

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

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

<TABLE>
<CAPTION>                                              For the Nine Months
                                                          Ended May 31,
                                                       1999           1998
                                                    ----------     ----------
<S>                                                 <C>            <C>
Supplemental disclosure of cash flow information:

 Cash paid during the year for:
  Interest (net of amounts capitalized)             $    1,021     $      570
  Income taxes                                      $   17,843     $   15,000


Supplemental schedule of non-cash investing and financing
activities:

During the nine month periods ended May 31, 1999 and 1998,
the Company assumed liabilities in conjunction with the
purchase of certain intangible assets as follows:

  Estimated fair value of assets acquired           $   29,110     $    7,321
  Cash paid for assets, net of cash acquired            27,888          7,321
                                                    ----------     ----------

    Liabilities assumed                             $    1,222     $      -
                                                    ----------     ----------
                                                    ----------     ----------
 Cash paid for business acquired:
  Working capital                                   $    7,722     $    1,350
  Property, plant and equipment                            300            210
  Goodwill, intangible assets and in-process
    research and development                            19,866          5,761
                                                    ----------     ----------
                                                    $   27,888     $    7,321
                                                    ----------     ----------
                                                    ----------     ----------
</TABLE>


         See accompanying notes to consolidated financial statements

                                     -8-

<PAGE>



                         ARROW INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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


<TABLE>
<CAPTION>                                           For the Three Months
                                                        Ended May 31,
                                                      1999         1998
                                                   ----------   ----------
<S>                                                <C>          <C>

Net income                                         $   11,387   $    9,717

Other comprehensive income (expense):
 Currency translation adjustments                      (1,708)        (301)
 Unrealized holding loss on securities, net of tax       (632)         905
                                                   ----------   ----------
Other comprehensive income (expense)                   (2,340)         604
                                                   ----------   ----------
Total comprehensive income                         $    9,047   $   10,321
                                                   ----------   ----------
                                                   ----------   ----------


                                                      For the Nine Months
                                                          Ended May 31,
                                                       1999         1998
                                                   ----------   ----------
Net income                                         $   29,835   $   30,542

Other comprehensive income (expense):
 Currency translation adjustments                        (922)        (178)
 Unrealized holding loss on securities, net of tax     (1,343)         172
                                                   ----------   ----------
Other comprehensive income (expense)                   (2,265)          (6)
                                                   ----------   ----------
Total comprehensive income                         $   27,570   $   30,536
                                                   ----------   ----------
                                                   ----------   ----------
</TABLE>

        See accompanying notes to consolidated financial statements


                                    -9-

<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  period
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>

                                          May 31,        August 31,
                                           1998            1998
                                        ----------       ----------
<S>                                     <C>              <C>
 Finished goods                         $   31,093       $   23,445
 Semi-finished goods                        14,584           18,492
 Work-in-process                             9,638            9,558
 Raw materials                              20,564           17,667
                                        ----------       ----------
                                        $   75,879       $   69,162
                                        ----------       ----------

                                        ----------       ----------

</TABLE>

Note 3 - Commitments and Contingencies:

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




                              Continued

                                -10-

<PAGE>

                         ARROW INTERNATIONAL, INC.
                Notes to Consolidated Financial Statements

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



Note 4 - Related Party Transactions:

The  Company  had  a net payable to Arrow Precision  Products,  Inc.
("Precision"),  which  is  related to  the  Company  through  common
ownership, amounting to $37 at May 31, 1998.  The Company has no net
balance as of May 31, 1999.

During  the  three and nine months ended May 31, 1999,  the  Company
made  purchases amounting to $3 and $14, respectively,  of  products
from  Precision Medical Products, Inc., ("PMP"), a former subsidiary
of  Precision currently owned by certain former management employees
of  Precision,  including T. Jerome Holleran, who  serves  as  PMP's
President  and  Chief  Executive Officer  and  as  Secretary  and  a
Director of the Company.  In addition, the Company provided  certain
computer-related services to PMP for $3 and $3, respectively.


Note 5 - Business Acquisitions:

On  December 1, 1998, the Company continued its expansion  into  the
cardiac  care market by purchasing the assets of the cardiac  assist
division  of C.R. Bard, Inc., a manufacturer and marketer of  intra-
aortic  balloon  catheters  and  an intra-aortic  balloon  pump  for
$27,888.   The acquisition has been accounted for using the purchase
method  of  accounting.  The results of operations of this  business
are included in the Company's Consolidated Financial Statements from
the date of acquisition.  The pro forma amounts are not presented as
the  aforementioned  acquisition  had  no  material  effect  on  the
Company's  quarterly  or annual results of operations  or  financial
position.


                              Continued

                                -11-



<PAGE>


                      ARROW INTERNATIONAL, INC.
             Notes to Consolidated Financial Statements

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

Note 6 - Special Charge:

In  the second quarter 1999, the Company recorded a non-cash pre-tax
special charge of $4,100 ($2,600 after tax or $.11 basic and diluted
per  share)  related  to  the  purchase of  in-process  intra-aortic
balloon  ("IAB") and pump research and development as  part  of  the
acquisition  of  the assets of the cardiac assist division  of  C.R.
Bard,  Inc.   The  IAB  and pumps are class 3  life  saving  medical
devices  regulated by the Food and Drug Administration (the  "FDA").
In  accordance  with  SFAS  No.  2,  "Accounting  for  Research  and
Development Costs" and FIN No. 4, "Applicability of SFAS  No.  2  to
business  combinations accounted for by the Purchase Method",  these
costs   were  charged  to  expense  at  the  consummation   of   the
acquisition.  The value assigned to purchase IAB and pump in-process
technology was based on a valuation prepared by an independent third-
party appraisal company.  Each of the technologies under development
at   the   date   of  acquisition  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 projects were
in  various  stages  of completion ranging from  50%  to  80%.   The
valuation  was  based  on the estimated cash  flows  resulting  from
commercially viable products discounted to present value using  risk
adjusted  discount rates ranging from 29% to 32%.  The research  and
development  costs and the net cash inflows from these projects  are
expected to commence within a year of the acquisition date; however,
while  the  Company  believes  the projects  will  be  completed  as
planned, the risk associated with completing development on schedule
cannot be assured.  The Company does not anticipate material adverse
changes  from historical pricing, margins and expense  levels  as  a
result  of the introduction of the new technologies related  to  the
projects.

Note 7 - Accounting Policies:

Certain prior period information has been reclassified for
comparative purposes.


Note 8 - Accounting Standards Not Yet Adopted:

On  June  23, 1999, the Financial Accounting Standards Board approved
issuance  of  a  final  statement to  defer  the  effective  date  of
Statement  of  Accounting  Standards  Number  133,  "Accounting   for
Derivative   Instruments   and   Hedging   Activities"   (FAS   133).
Consequently,  FAS  133  will now become  effective  for  all  fiscal
quarters  of  all fiscal years beginning after June  15,  2000.   The
adoption of this new standard will not have a material effect on  the
Company as FAS 133 retains the provisions of FAS 52 "Foreign Currency
Translation"  with  respect to long-term and short-term  intercompany
transactions eliminating the need for special accounting and does not
change the accounting for interest rate swaps.



                                -12-

<PAGE>



                      ARROW INTERNATIONAL, INC.
             Notes to Consolidated Financial Statements



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 May 31, 1999 Compared to Three Months Ended  May
31, 1998:

Net sales for the three months ended May 31, 1999 increased by $10.1
million,  or 15.4%, to $75.8 million from $65.7 million in the  same
period  last  year.   Net sales represent gross  sales  invoiced  to
customers,  plus  royalty  income,  less  certain  related  charges,
including  freight  costs, discounts, returns and other  allowances.
This  increase was due primarily to increased shipments  of  central
venous   catheters  and  special  catheters  related  primarily   to
additional  sales provided by the Company's acquisition  of  Medical
Parameters, Inc. ("MPI") in August 1998.  The increase was also  due
to  increased  shipments of intra-aortic balloon  ("IAB")  products.
Sales of critical care products, including royalty income, increased
13.9%  to  $61.3 million from $53.8 million in the comparable  prior
period,  due primarily to increased shipments of central venous  and
special  catheters.  Cardiac care procedure product sales  increased
to  $14.5 million from $11.9 million, an increase of 22.2% over  the
comparable  prior  period, due primarily  to  higher  sales  of  IAB
products.  International sales increased by $4.2 million, or 18%, to
$27.1  million, representing 35.7% of net sales for the three months
ended May 31, 1999, compared to 34.9% of net sales in the comparable
period  of fiscal 1998, principally as a result of higher  sales  of
IAB and central venous catheter products.

Gross  profit  increased 7.3% to $40.0 million in the  three  months
ended  May 31, 1999 from $37.2 million in the same period of  fiscal
1998.  As a percentage of net sales, gross profit decreased to 52.7%
during  the  three  months ended May 31,  1999  from  56.6%  in  the
comparable  period  of  fiscal 1998, due  principally  to  increased
manufacturing costs related to the Company's IAB products and world-
wide pricing pressures in certain market and product sectors.







                                -13-

<PAGE>

                      ARROW INTERNATIONAL, INC.


Research, development and engineering expenses increased by 3.9%  to
$5.0  million  in  the three months ended May  31,  1998  from  $4.8
million  in  the  comparable prior period.  As a percentage  of  net
sales, these expenses decreased in the third quarter of fiscal  1999
to  6.6%,  compared to 7.3% in the same period in fiscal 1998.   The
increased  spending  is primarily a result of  higher  spending  for
increased  development,  regulatory  and  clinical  trial   activity
related  to  the Company's left ventricular assist device  ("LVAD"),
new  clinical studies related to the Company's ARROWg+ard(REGISTRATION
MARK) Plus  and pullback   atherectomy  catheter  ("PAC")  research
programs   and additional  engineering expense related to the
acquisition  of  the cardiac assist division of C.R. Bard, Inc.

Selling,  general and administrative expenses increased by  9.3%  to
$17.8  million  in the three months ended May 31,  1999  from  $16.3
million  in  the  comparable prior period of fiscal 1998.   Selling,
general and administrative expenses decreased as a percentage of net
sales to 23.5% in the third quarter of fiscal 1999 from 24.8% in the
comparable  period of fiscal 1998.  The increased spending  was  due
primarily  to  implementation of direct sales  of  implantable  drug
infusion pumps, additional expenses resulting from the operations of
MPI and additional expense related to the acquisition of the cardiac
assist division of C.R. Bard, Inc.

Principally due to the above factors, operating income increased  in
the third quarter of fiscal 1999 by 6.3% to $17.2 million from $16.1
million in the comparable period of fiscal 1998.

Other  expenses  (income), net, improved to $0.8 million  of  income
during the third quarter of fiscal 1999 from $0.6 million of expense
in  the comparable prior year period.  Other expenses (income), net,
consist  principally  of interest expense and gains  and  losses  on
foreign  exchange transactions associated with the Company's  direct
sales subsidiaries.

As  a  result  of the factors discussed above, income before  income
taxes  increased by 15.3% to $17.9 million in the third  quarter  of
fiscal 1999 from $15.5 million in the comparable prior period.   For
the  third quarter of fiscal 1999, the Company's effective tax  rate
was  36.5%, a decrease from 37.5% in fiscal 1998, principally  as  a
result of the provision for taxes in certain state and international
jurisdictions.

Net income in the third quarter of fiscal 1999 increased by 17.1% to
$11.4 million from $9.7 million in the comparable prior period.   As
a percentage of net sales, net income represented 15.0% in the three
months  ended  May  31, 1999, compared to 14.8%  in  the  comparable
period of fiscal 1998.

Basic  and diluted earnings per common share were $.49 in the  three
month  period ended May 31, 1999, an increase of 17.3%, or $.07  per
share, from $.42 per share in the comparable prior period.  Weighted
average  common  shares outstanding decreased to 23,201,489  in  the
third quarter of fiscal 1999 from 23,224,422 in the comparable prior
period,  due  primarily to the Company's previously announced  share
repurchase program.





                                -14-

<PAGE>
                    ARROW INTERNATIONAL, INC.


Nine Months Ended May 31, 1999 Compared to Nine Months Ended May 31,
1998:

Net  sales for the nine months ended May 31, 1999 increased by $22.0
million, or 11.2%, to $218.2 million from $196.2 million in the same
period last year.  This increase was due primarily to an increase in
unit sales of the Company's special catheter products resulting from
additional  sales provided by the Company's acquisition  of  MPI  in
August  1998,  as well as increased shipments of IAB  products,  and
central   venous  catheters.   Sales  of  critical  care   products,
including  royalty  income, increased 8.5% to  $177.0  million  from
$163.1 million in the comparable prior year period, due primarily to
increased   shipments  of  special  and  central  venous  catheters.
Cardiac care procedure product sales increased to $41.2 million from
$33.1  million, an increase of 24.5% over the comparable prior  year
period,   due   primarily   to  higher  sales   of   IAB   products.
International  sales increased by $8.9 million, or 12.9%,  to  $77.6
million,  representing 35.6% of net sales for the nine months  ended
May  31,  1999,  compared to 36.0% of net sales  in  the  comparable
period of fiscal 1998, principally as a result of increased sales of
central venous catheters and IAB products.

Gross  profit  increased 5.1% to $115.7 million in the  nine  months
ended May 31, 1999, compared to $110.1 million in the same period of
fiscal  1998.  As a percentage of net sales, gross profit  decreased
to 53.0% during the nine months ended May 31, 1999 from 56.1% in the
comparable  period  of  fiscal 1998, due  principally  to  increased
manufacturing  costs  related  to the  Company's  IAB  products  and
worldwide pricing pressures in certain market and product sectors.

Research, development and engineering expenses increased by 18.5% to
$15.7  million  in  the nine months ended May 31,  1999  from  $13.3
million  in  the  comparable prior period.  As a percentage  of  net
sales,  these expenses increased in the first nine months of  fiscal
1999  to  7.2%, compared to 6.8% in the same period in fiscal  1998,
primarily  as a result of higher spending for increased development,
regulatory  and  clinical trial activity related  to  the  Company's
LVAD, new clinical studies related to the Company's ARROWg+ard
(REGISTRATION MARK) Plus and,  PAC  research  programs  and  additional
engineering  expense related  to the acquisition of the cardiac
assist division  of  C.R. Bard, Inc.

Selling,  general and administrative expenses increased by 10.9%  to
$52.0  million  in  the nine months ended May 31,  1999  from  $46.9
million  in  the  comparable prior year period and  decreased  as  a
percentage of net sales to 23.8% in the first nine months of  fiscal
1999  from  23.9%  in  the comparable period of  fiscal  1998.   The
increased  spending  was due primarily to implementation  of  direct
sales  of  implantable  drug  infusion  pumps,  additional  expenses
resulting from the operations of MPI and additional expense  related
to the acquisition of the cardiac assist division of C.R. Bard, Inc.






                                -15-

<PAGE>

                      ARROW INTERNATIONAL, INC.


In  the second quarter of 1999, the Company recorded a non-cash pre-
tax  special  charge of $4,100 ($2,600 after tax or $.11  basic  and
diluted  per  share) related to the purchase of in-process  IAB  and
pump  research  and  development as part of the acquisition  of  the
assets  of the cardiac assist division of C.R. Bard, Inc.   The  IAB
and  pumps are class 3 life saving medical devices regulated by  the
FDA.   In  accordance with SFAS No. 2, "Accounting for Research  and
Development Costs" and FIN No. 4, "Applicability of SFAS  No.  2  to
business  combinations accounted for by the Purchase Method",  these
costs   were  charged  to  expense  at  the  consummation   of   the
acquisition.  The value assigned to purchase IAB and pump in-process
technology was based on a valuation prepared by an independent third-
party appraisal company.  Each of the technologies under development
at   the   date   of  acquisition  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 projects were
in  various  stages  of completion ranging from  50%  to  80%.   The
valuation  was  based  on the estimated cash  flows  resulting  from
commercially viable products discounted to present value using  risk
adjusted  discount rates ranging from 29% to 32%.  The research  and
development  costs and the net cash inflows from these projects  are
expected to commence within a year of the acquisition date; however,
while  the  Company  believes  the projects  will  be  completed  as
planned, the risk associated with completing development on schedule
cannot be assured.  The Company does not anticipate material adverse
changes  from historical pricing, margins and expense  levels  as  a
result  of the introduction of the new technologies related  to  the
projects.

Principally due to the above factors, operating income decreased  in
the  first nine months of fiscal 1999 by 12.3% to $43.7 million from
$49.9 million in the comparable period of fiscal 1998.

Other  expenses (income), net, improved to $(3.2) million of  income
in the first nine months of fiscal 1999 from $1.0 million of expense
in  the  comparable  prior  period.  Other expenses  (income),  net,
consist  principally of interest expense and foreign exchange  gains
and losses associated with the Company's direct sales subsidiaries.

As  a  result  of the factors discussed above, income before  income
taxes  decreased in the first nine months of fiscal 1999 by 3.9%  to
$47.0  million  from $48.9 million in the comparable  prior  period.
For  the  first nine months 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 the provision for taxes in certain  state
and international jurisdictions.








                                -16-

<PAGE>


                      ARROW INTERNATIONAL, INC.


Net  income decreased 2.3% to $29.8 million in the nine months ended
May 31, 1999 from $30.5 million in the comparable prior period.   As
a  percentage of net sales, net income represented 13.7% during  the
nine  months ended May 31, 1999 compared to 15.6% in the  comparable
period of fiscal 1998.

Basic  and diluted earnings per common share were $1.29 in the  nine
month  period ended May 31, 1999, a decrease of 2.3%,  or  $.03  per
share,  from  $1.32 per share in the comparable prior  year  period.
Weighted  average common shares outstanding decreased to  23,217,815
from 23,224,960 in the comparable prior year period.

Investment in Cardiac Pathways:

The Company owns marketable equity securities of Cardiac Pathways
Corporation ("Cardiac Pathways"), which are carried at fair market
value.  The carrying amount at May 31, 1999 was $.625 million.  The
unrealized losses, net of tax, which are reported as a separate component
of shareholders' equity, were $5.1 million at May 31, 1999.

Cardiac Pathways has announced that, on July 20, 1999, it will hold a
Special Meeting of Stockholders to, among other things, approve a
private placement to raise, subject to closing conditions, an aggregate
of $31.5 million that Cardiac Pathways states it needs to continue to
operate its business.  If the financing does not close, Cardiac Pathways
has stated that it will not have sufficient resources to continue operations.

The Company will continue to monitor the progress of Cardiac Pathways'
financial condition. Based on the outcome of Cardiac Pathways' July 20, 1999
Special Meeting of Stockholders, the Company will determine the amount of
the impairment in the value of its investment in Cardiac Pathways.  The
Company will take a charge in its consolidated statements of income in its
fourth fiscal quarter of 1999 for the write down of its investment in Cardiac
Pathways to fair value.

                   Liquidity and Capital Resources

For  the  nine  months  ended May 31, 1999,  net  cash  provided  by
operations was $37.4 million, an increase of $12.0 million from  the
same  period  in the prior year.  Accounts receivable  increased  by
$7.5  million  in the nine months ended May 31, 1999 compared  to  a
$5.0  million increase in the same period of fiscal 1998.   Accounts
receivable, measured in day sales outstanding during the period, was
90  days  at both May 31, 1999 and May 31, 1998.  Inventory  control
measures  resulted  in providing cash of $.3 million  for  the  nine
months ended May 31, 1999 whereas, an inventory build-up during  the
comparable  period of the fiscal year period of 1998  used  cash  of
$10.3 million.

Net  cash  used in the Company's investing activities  increased  to
$43.5  million  in  the nine months ended May 31,  1999  from  $20.5
million  in the comparable period of fiscal 1998, principally  as  a
result  of the Company's acquisition of the cardiac assist  division
of C.R. Bard, Inc. in December 1998.

                            -17-

<PAGE>

                       ARROW INTERNATIONAL, INC.

Liquidity and Capital Resources (Continued)

Financing activities provided $9.8 million in the nine month  period
ended May 31, 1999, whereas such activities used $6.8 million in the
comparable period of fiscal 1998, changing principally as  a  result
of   increased  borrowings  under  the  Company's  revolving  credit
facilities.   In March 1999, the Company announced the  open  market
purchase of up to 1 million shares of its common stock.  This  share
repurchase  remains  in  effect  and  is  funded  by  the  Company's
cashflows.  As of May 31, 1999, the Company has used an aggregate of
$1.5  million  of  available cash to fund the repurchase  of  71,900
shares of its common stock.

As  of  May  31,  1999, the Company had U.S. bank credit  facilities
providing a total of $65 million in revolving credit, of which $24.8
million  remained  unused.  In addition, certain  of  the  Company's
foreign  subsidiaries have revolving credit facilities totaling  the
U.S.  dollar  equivalent of $22.1 million, of  which  $15.2  million
remained unused as of May 31, 1999.  Combined borrowings under these
facilities  increased  $17.4 million during the  nine  month  period
ended May 31, 1999.

As  a  partial hedge against adverse fluctuations in exchange rates,
the  Company  periodically  enters into  foreign  currency  exchange
contracts  with  certain  major financial  institutions.   By  their
nature,  all  such  contracts involve risk, including  the  risk  of
nonperformance by counterparties.  Accordingly, losses  relating  to
these  contracts  could  have a material  adverse  effect  upon  the
Company's  business, financial condition and results of  operations.
Based upon the Company's knowledge of the financial condition of the
counterparties  to  its  existing  forward  contracts,  the  Company
believes  that  it  does  not  have any  material  exposure  to  any
individual counterparty.  The Company's policy prohibits the use  of
derivative instruments for trading purposes.

During  the  nine  month periods ended May 31, 1999  and  1998,  the
percentage of the Company's sales invoiced in currencies other  than
U.S. dollars was 23.7% and 24.6%, respectively.  As of May 31, 1999,
outstanding  foreign currency exchange contracts totaling  the  U.S.
dollar  equivalent of $11.8 million mature at various dates  through
November  30,  1999.   The Company expects to  continue  to  utilize
foreign currency exchange contracts to manage its exposure, although
there  can be no assurance that the Company's effort in this  regard
will be successful.

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

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

                               -18-

<PAGE>

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 are expected to 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.

For  the  Company's business applications relating  to  sales  order
processing,   billing,   disbursements,   payroll,   marketing   and
manufacturing  management, the necessary software code modifications
have  been completed in the development version of the applications.
Modified versions were tested by advancing dates beyond December 31,
1999.   The validated software was moved to the production machines.
U.S.  general ledger software is being validated and is expected  to
be  completed by August 31, 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.  Updates  to  foreign
business  systems  will be completed by October 1,  1999.   Internal
resources  devoted to these efforts are estimated at  500  man-days.
In  the  event that the production systems malfunction  due  to  the
change to the Year 2000, the software and data will be moved back to
the  machines  on  which the validation was done  so  that  business
processes can continue.

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

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


                             -19-


<PAGE>

                        ARROW INTERNATIONAL, INC.

Year 2000 Readiness (Continued)

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

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

The  Company's  unused  credit facilities  will  provide  additional
borrowing  capacity which 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.

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.


Accounting Standards Not Yet Adopted:

On  June  23, 1999, the Financial Accounting Standards Board approved
issuance  of  a  final  statement to  defer  the  effective  date  of
Statement  of  Accounting  Standards  Number  133,  "Accounting   for
Derivative   Instruments   and   Hedging   Activities"   (FAS   133).
Consequently,  FAS  133  will now become  effective  for  all  fiscal
quarters  of  all fiscal years beginning after June  15,  2000.   The
adoption of this new standard will not have a material effect on  the
Company as FAS 133 retains the provisions of FAS 52 "Foreign Currency
Translation"  with  respect to long-term and short-term  intercompany
transactions eliminating the need for special accounting and does not
change the accounting for interest rate swaps.


                                 -20-
<PAGE>



                      ARROW INTERNATIONAL, INC.

Item 3.    Quantitative and Qualitative Disclosures About Market
Risk.


Financial Instruments:

During  the  nine  month periods ended May 31, 1999  and  1998,  the
percentage of the Company's sales invoiced in currencies other  than
U.S.  dollars  was 23.7% and 24.6%, respectively.   In  addition,  a
small  part  of  the Company's cost of goods sold is denominated  in
foreign  currencies.   The  Company  enters  into  foreign  currency
forward contracts, which are derivative financial instruments,  with
major  financial institutions to reduce the effect of these  foreign
currency  risk  exposures,  primarily on U.S.  dollar  cash  inflows
resulting   from   the   collection  of   intercompany   receivables
denominated   in   foreign  currencies.   Such  transactions   occur
throughout  the  year  and are probable, but not  firmly  committed.
Forward  contracts are marked to market each accounting period,  and
the  resulting  gains or losses on these contracts are  recorded  in
Other  Income / Expense of the Company's consolidated statements  of
income.  Realized gains and losses on these contracts are offset  by
the  assets, liabilities and transactions being hedged.  The Company
does  not  use  financial  instruments for  trading  or  speculative
purposes.   The  Company  expects to  continue  to  utilize  foreign
currency  exchange contracts to manage its exposure, although  there
can  be no assurance that the Company's efforts in this regard  will
be successful.

Operations of the Company are also exposed to, in the normal  course
of  business,  fluctuations in interest rates.  This  interest  rate
risk  exposure  results  from  changes  in  short-term  U.S.  dollar
interest  rates.  In an effort to manage interest rate exposure,  in
April 1998, the Company entered into an interest rate swap agreement
to  reduce the impact of its floating rate debt.  The swap agreement
exchanges floating rates for fixed interest payments over  the  life
of the agreement.

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





                                -21-

<PAGE>

                      ARROW INTERNATIONAL, INC.


Financial Instruments (Continued):


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

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

 Japanese yen                $ 5,431    $ 5,099        $ 7,062    $ 6,404
 German marks                  1,137      1,069            -          -
 French francs                   -          -            1,168      1,191
 Spanish pesetas                 557        516          1,468      1,507
 Canadian dollars              1,792      1,832            -          -
 Greek drachmas                1,269      1,287          1,136      1,203
 Mexican peso                    825        877            909        977
 African rand                    786        801            -          -
 Netherlands guilder             -          -              498        503
                             -------    -------        -------    -------
                             $11,797    $11,481        $12,241    $11,785
                             -------    -------        -------    -------
                             -------    -------        -------    -------

Interest rate swap agreement $ 5,000    $    15        $ 5,000    $   (77)
                             -------    -------        -------    --------
                             -------    -------        -------    --------
</TABLE>

In  1998,  the Company entered into an interest rate swap to  reduce
the impact of its floating rate debt.  The swap agreement allows the
Company to exchange floating rates for fixed interest payments  over
the  life of the agreement.  The differential is accrued as interest
rates  change  and is recorded as interest expense.   The  agreement
expires  in May 2003, but allows for early termination.  The  effect
of the agreement is to limit interest rate exposure to 5.62% on $5.0
million of its revolving credit.  As a result of the swap agreement,
interest expense was increased by $21 for the nine months ended  May
31, 1999.












                                -22-

<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 May 31, 1999.



















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






                                -23-


<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:  July 14, 1999       By:   Frederick J. Hirt
                                 --------------------
                                    (signature)

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


























                                -24-
<PAGE>


                          EXHIBIT INDEX

<TABLE>
<CAPTION>


<S>
Exhibit   Description
Number    of Exhibit                  Method of Filing
-------   -----------                 ----------------
<C>       <C>                         <C>

27        *Financial Data Schedule    EDGAR

99.1      Cautionary Statement for    Page 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.





                                -25-


<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.

                                -26-


<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  for  the
uninsured and reduce the rate of growth of total health care



                                -27-

<PAGE>


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.


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<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
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.


                                -29-

<PAGE>


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.


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 are expected to 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.

For  the  Company's business applications relating  to  sales  order
processing,   billing,   disbursements,   payroll,   marketing   and
manufacturing  management, the necessary software code modifications
have  been completed in the development version of the applications.
Modified versions were tested by advancing dates beyond December 31,
1999.   The validated software was moved to the production machines.
U.S.  general ledger software is being validated and is expected  to
be  completed by August 31, 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.  Updated  to  foreign
business  systems  will be completed by October 1,  1999.   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.




                                -30-

<PAGE>

Year 2000 Readiness (Continued)


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

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

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

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

The  Company's  unused  credit facilities  will  provide  additional
borrowing  capacity which 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.

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.

















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