SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        February 22, 2010  Room 4631  Steven F. Nicola Chief Financial Officer Matthews International Corporation Two Northshore Center Pittsburgh, PA 15212

Re: Matthews International Corporation
 Form 10-K for the fiscal year ended September 30, 2009
 Definitive Proxy filed January 15, 2010  File No. 000-09115

Dear Mr. Nicola:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the fiscal year ended September 30, 2009

Liquidity and Capital Resources, page 24

1. You state on page 11 in your risk factors th at you enter into contracts with several
large customers, which can obligate you to sell products at contracted prices for
extended periods of time and may limit your ability to increase prices in response
to raw material prices increases.  Please re vise your disclosure, in future filings, to
discuss these contracts, quantify the amount  of sales received and costs incurred
related to these contracts a nd the impact, if any, these contracts have had or will
have on liquidity and operations.  Furt her revise your commodity price risk

Steven F. Nicola
Matthews International Corporation
February 22, 2010 Page 2
disclosure on page 32 to address these c ontracts, your risks associated with them
and how you mitigate the risk s of these contracts.

2. You disclose on page 21 that your selling and administrative costs were higher as
a result of unusual charges of $7.5 million in 2009.  Further explain the nature of
these “unusual” charges and why you believe these charges are not likely to reoccur.  Your response and revised disclosure should also address th e increase in
bad debt expense in the casket segment and increased write offs during 2009.

3. We note your disclosure in the last paragraph on page 25 and the first two
paragraphs on page 26 that ce rtain of your subsidiaries have credit facilities with
European banks and Italian banks.  Pleas e tell us what consideration you have
given to publicly filing the agreements underlying these credit facilities.
 Note 7 - Long-term Debt, page 46

4. We note that you have a significant debt level and have discussed your required
financial covenants on pages 25 and 46.  However, you have not provided an
affirmative statement of whether or no t you have passed these covenants. In
future filings, please disclose if you we re in compliance with such covenants
during the periods presented. In addition, pl ease revise future filings to present,
for your most significant covenants, your  actual ratios and other actual amounts
versus the minimum/maximum ratios/amounts permitted. Such presentation will allow an investor to easily understand  your current status in meeting your
financial covenants. Such disclosure s hould only be excluded if you believe that
the likelihood of default is remote. Refer to Section 501.03 of the Financial Reporting Codification for guidance.

Note 11. Pension and Other Postretirement plans, page 53

5. On page 53, you disclose that your plan maintains a substantial portion of its
assets in equity securities and recent market declines could affect the fair value of
your pension assets. Given the significance of  your pension assets as well as the
impact of pension funding on your overall li quidity, please revise future filings to
include a more specific and comprehensiv e discussion of the current and expected
future impact of the market conditions on each of the significant estimates and assumptions used in your determination of benefit obligations, costs and funding
requirements. In this regard, please include a sensitivity analysis related to each of your significant assumptions based u pon reasonably likely changes. Further
explain to us the nature of the valu ation adjustment made during 2009 to your
benefit obligation of $6.3 million and fair  value of plan assets of $6.0 million.
Similar revisions should be made to your  critical accounting policy disclosure.
Refer to FRC 501.14.

Steven F. Nicola
Matthews International Corporation
February 22, 2010 Page 3  Exhibits 10.1, 10.2, 10.3 and 10.4

6. We note that the Loan Agreement governi ng the credit facility and corresponding
amendments to the Loan Agreement eith er do not contain all of the schedules
and/or exhibits or contain incomplete copi es of the schedules and exhibits.  Please
file a complete copy of each agreement, including all schedules and exhibits, with
your next Exchange Act report.

Definitive Proxy Statement on Schedule 14A

Stock Ownership, page 11
Stock Ownership Guidelines, page 12 and page 20

7. In future filings, please disclose the curre nt status of your directors’ and named
executive officers’ performance with resp ect to satisfying their applicable stock
ownership guidelines.

Compensation Discussion and Analysis, page 13
Compensation Philosophy, page 13

8. We note your disclosure in the first paragraph on page 15.  You state that while
the company targets similar companies in the industrial/man ufacturing industry,
the company does not use a set of companies for comparison when developing compensation levels.  With a view towards disclosure in future filings, please tell us more about how the committee used this information in connection with the compensation decisions that were made for the named executive officers for 2009.  For example, how did the committee determine the medians used for base salary determinations and restricted shares awar ds for 2009?   Please note that the use of
survey data about compensation practices at other companies in connection with
the process of setting compensation for your named executive officers constitutes
benchmarking for purposes of Item 402(b )(2)(xiv) of Regulation S-K.  Please
refer to Item 402(b)(2)(xiv) of Regul ation S-K and Question 118.05 of the
Compliance and Disclosure Interpretati ons of the staff of the Division of
Corporation Finance concerning Item 402 of Regulation S-K, which can be found
on our website.

Steven F. Nicola
Matthews International Corporation
February 22, 2010 Page 4  Base Salaries, page 15

9. We note your disclosure that “[a]ctual ba se salaries of all of the NEOs are
currently below their respective “mid-poi nts”, except for Mr. Schwarz, who is
paid is excess of his relative “mid- point”.”  With a view towards future
disclosure, please tell us where the 2009 base salary for each named executive officer fell with respect to the targeted  median (i.e., what were the actual
percentiles of the 2009 salaries rela tive to the targeted medians?).

10. With respect to the annual individual performance evaluations of your named
executive officers, we note your disclosure  that “[a]n overall score is assessed to
each individual from these evaluations and is an important element in determining annual adjustments to base salaries.”  With a view towards future disclosure,
please tell us what impact these ev aluations had on the 2009 base salary
adjustment received by each named executive officer.  In this regard, we note, for
example, that Mr. Bartolacci’s report ed base salary increased by $76,577, or
approximately 15%.
 Potential Payments upon Termination or Change in Control, page 28

11. In future filings, for each named executiv e officer please add to  the table showing
the benefits that would have been receiv ed a new row that shows the total of the
amounts in the various columns.

As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not

Steven F. Nicola
Matthews International Corporation February 22, 2010 Page 5
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may direct questions on accounting co mments to Melissa N. Rocha, Staff
Accountant, at (202) 551-3854, Al  Pavot, Senior Accountant, at (202) 551-3738 or me at
(202) 551-3355.  You may direct questions on other comments and disclosure issues to
Chambre Malone, Attorney, at (202) 551-3262 or Dieter King, A ttorney, at (202)551-
3338.

Sincerely,   Terence O’Brien Accounting Branch Chief