SecProbe.io

CORRESP
1
filename1.htm

    responsetoinquiry-92908.htm

    October
3, 2008

    Ms.
Pamela A. Long

    Assistant
Director

    Division
of Corporate Finance

    Securities
and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-7010

    Re:           Matthews
International Corporation

    Annual Report on Form 10-K for the
Fiscal Year Ended September 30, 2007

    Filed on November 27, 2007

    File Number 0-9115

    Dear Ms.
Long:

    Thank you
for your review of the above referenced document.  Pursuant to your
request, Matthews International Corporation (“Matthews” or the “Company”)
provides the following responses to the comments provided in your letter dated
September 29, 2008.

    Securities and Exchange
Commission (“SEC”) Comment No. 1:

    Item 9A.
Controls and Procedures

    We note
your disclosure that your Chief Executive Officer and Chief Financial Officer
concluded that your disclosure controls and procedures provide reasonable
assurance that information required to be disclosed in your reports is recorded,
processed, summarized and reported within the specified time
periods.  Please confirm to us, and revise future filings to clarify,
if true, that your officers concluded that your disclosure controls and
procedures are also effective for such
purpose and
effective for
the purpose of ensuring that material information required to be in this report
is made known to management and others, as appropriate, to allow timely
decisions regarding required disclosures.  Alternatively, in future
filings you may simply conclude that your disclosure controls and procedures are
effective or ineffective, whichever the case may be.  See Exchange Act
Rule 13a-15(e).

    Response:

    With
respect to the Company’s Annual Report on Form 10-K for the year ended September
30, 2007, the Company’s Chief Executive Officer and Chief Financial Officer did
conclude that our disclosure controls and procedures were effective for the
purpose of providing reasonable assurance that information required to be
disclosed in our reports is recorded, processed, summarized and reported within
the specified time periods, and for the purpose of ensuring that material
information required to be in our reports is made known to management and
others, as appropriate, to allow timely decisions regarding required
disclosures.  We will include in future filings, beginning with the
filing of the Company’s Annual Report on Form 10-K for the year ended September
30, 2008, a conclusion as to whether controls and procedures are effective or
ineffective.

    The
Company acknowledges that it is responsible for the adequacy and accuracy of the
disclosure in its filing with the SEC, that the SEC staff comments or changes to
disclosure in response to staff comments do not 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 proceedings initiated by the Commission or
any person under the federal securities laws of the United States.

    Should
you have any questions regarding the above matters, please contact me at
412-442-8262.

    Sincerely,

                                    /s/ Steven F. Nicola

    Steven F. Nicola

    Chief Financial Officer

    cc:           Robert
W. McCutcheon

    Partner

    PricewaterhouseCoopers LLP