SecProbe.io

June 3, 2014

Via E -Mail
Brian D. Walters
Vice -President and General Counsel
Matthews International Corporation
Two NorthShore Center
Pittsburgh, PA 15212 -5851

Re: Matthews International Corporation
  Registration Statement on Form S-4
Filed  May 12, 2014
  File No.  333-195881

Dear Mr. Walters :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

The Merger Agreement, page 99

1. Please note that investors are entitled to rely upon disclosures in your publicly filed
documents, including disclosures regarding representations and warranties contained in a
merger agr eement.  Please revise your disclosure accordingly.

2. We also note your disclosure in the third paragraph on page 99 that “information concerning
the subject matter of the representations, warranties and covenants may change after the date
of the merger agr eement, which subsequent information may or may not be fully reflected in
public disclosures by Matthews and SGK.”  Please be advised that, notwithstanding the
inclusion of a general disclaimer, you are responsible for considering whether additional
specif ic disclosures of material information regarding material contractual provisions are
required to make the statements included in the proxy statement/prospectus not misleading.
Please confirm your understanding and revise your disclosure accordingly.

Brian D. Walters
Matthews International Corporation
June 3, 2014
Page 2

 We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

You may contact Patricia Do, Staff Accountant,  at (202) 551 -3743  or Alfred Pavot, Staff
Accountant,  at (202) 551 -3738  if you have questions regarding comments on the financial
statements and re lated matters.  Please conta ct Asia Timmons -Pierce, Staff Attorney, at (202)
551-3754 or me at (202) 551 -3765  with any other questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

Brian D. Walters
Matthews International Corporation
June 3, 2014
Page 3

 cc: Michael Winterhalter ( via e -mail)
      Cohen & Grigsby, P.C.

      John McEn roe (via e -mail)
      Vedder Price P.C.