SecProbe.io

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May 16, 2005

Mr. Brian Cascio, Accounting Branch Chief
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549
Mail Stop 0306

        RE:     ARROW INTERNATIONAL, INC.
                FORM 10-K FOR THE YEAR ENDED AUGUST 31, 2004 FILED NOVEMBER 12,
                2004 FORM 10-Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2004
                FORM 8-K DATED MARCH 21, 2005 FILE NO. 000-20212

Dear Mr. Cascio:

Arrow International, Inc. ("Arrow" or the "Company") has received your
correspondence dated April 25, 2005 regarding the comments of the staff of the
Division of Corporate Finance of the Securities and Exchange Commission (the
"Commission") to the above-referenced filings of the Company (the "Comment
Letter"). As requested, we have keyed our responses to the numbered paragraphs
in the Comment Letter and, in connection with certain of your comments, have
also provided you with supplemental information.

FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2004

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - PAGE 31

NOTE 5. BUSINESS ACQUISITIONS - PAGE 47

1.      We note that you refer to an independent valuation on page 48. While you
        are not required to make reference to independent valuations, when you
        do so, you must name the expert and file their written consents as an
        exhibit to any registration statement. See Item 601(b) of Regulation
        S-K. Please revise in future filings. Alternatively, you could disclose
        the method and significant assumptions used by management to determine
        the fair values.

Response to Comment No. 1:

We confirm that in future filings we will disclose the method and significant
assumptions used by management to determine the fair values of any acquired

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assets or, in the alternative, we will name the expert used to complete our
independent valuation in connection with any acquisition and will file their
written consent as an exhibit to any registration statement in accordance with
Item 601 (b) of Regulation S-K.

NOTE 16. SEGMENT REPORTING - PAGE 59

2.      SFAS 131 requires disclosure of long-lived assets by geographic area.
        This disclosure should present tangible assets only and should not
        include intangible assets. See question 22 in the FASB Staff
        Implementation Guide to Statement 131. Revise future filings as
        necessary.

Response to Comment No. 2:

We confirm that in future filings we will only disclose tangible assets in the
long-lived assets by geographic area section of the "Segment Reporting" footnote
to our financial statements in accordance with question 22 in the FASB Staff
Implementation Guide to SFAS 131.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2004

ITEM 4. CONTROLS AND PROCEDURES - PAGE 25

3.      Please clarify in future filings whether the internal control
        observations were material weaknesses. If internal control observations
        are material weaknesses, disclose in greater detail the nature of these
        material weaknesses and when these were identified. In this regard, also
        revise to disclose the specific steps that the company has taken, if
        any, to remediate the material weakness and disclose whether the company
        believes that the material weakness still exists at the end of the
        period covered by the report.

Response to Comment No. 3:

We confirm that in future filings we will further clarify our assessment as to
whether any identified internal control observations are material weaknesses. If
we report any material weaknesses in any future filing, we will disclose in
greater detail the nature of such material weaknesses, when they were
identified, the specific steps we have taken to remediate the material weakness
and our belief as to whether the weakness still exists at the end of the period
covered by the report. For your information, although several of the internal
control observations referred to in Item 4 of our Form 10-Q for the Quarterly
Period Ended November 30, 2004 were deemed to be deficiencies in the Company's
internal controls, relating to its NeoCare(R) product line, none of these
deficiencies resulted in material weaknesses in the Company's internal controls
over its financial reporting.

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FORM 8-K DATED MARCH 21, 2005

4.      We reference the discussion of non-GAAP measures throughout the Form 8-K
        and the reconciliation of GAAP to non-GAAP information on page 11,
        including non-GAAP measures for adjusted net sales, adjusted gross
        profit, adjusted income before taxes, adjusted net income, and adjusted
        diluted earnings per share. Please note that Instruction 2 to Item 2.02.
        of Form 8-K requires that when furnishing information under this item
        you must provide all the disclosures required by paragraph (e)(1)(i) of
        Item 10 of Regulation S-K and Question 8 of the FAQ Regarding the Use of
        Non-GAAP Financial Measures dated June 13, 2003 for EACH non-GAAP
        measure presented. Please revise to include a discussion, in sufficient
        detail, of the following for EACH non-GAAP measure:

        o       The substantive reasons why management believes each non-GAAP
                measure provides useful information to investors;

        o       The specific manner in which management uses each non-GAAP
                measure to conduct or evaluate its business;

        o       The economic substance behind management's decision to use each
                measure; and

        o       The material limitations associated with the use of each
                non-GAAP measure as compared to the use of the most directly
                comparable GAAP measure and the manner in which management
                compensates for these limitations when using the non-GAAP
                measure.

Response to Comment No. 4:

We recognize that our discussion of non-GAAP financial measures in the press
release furnished with the Form 8-K did not contain as robust disclosure in
compliance with Regulation S-K Item 10(e)(1)(i) and Question 8 of the FAQ
Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003 as it might
have. Although we did provide a general explanation as to why management
believed the presentation of these non-GAAP measures was useful to investors,
after further consideration of Regulation S-K Item 10(e)(1)(i) and Question 8 of
the FAQ, we agree that with respect to some of the non-GAAP measures that
excluded items that could be viewed as recurring for a finite future period
(e.g., those relating to the Company's manufacturing restructuring program), it
is appropriate to address the additional discussion points cited in the Comment
Letter. Also, while we did include a reconciliation to the most directly
comparable GAAP measures, this reconciliation was attached to the back of the
press release (even though the cross-reference to it was provided on the first
page of the release) and was thus arguably not given equal or greater prominence
as the non-GAAP measures.

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We assure you that any lack of compliance by the Company with these elements of
Regulation G in this instance was inadvertent. In response to the various
unusual, non-recurring events and circumstances that took place in the Company's
second quarter that impacted its financial results (e.g., the discontinuation of
the Arrow LionHeart(R) Left Ventricular Assist System program and the
modifications to the accounting treatment relating to the Company's U.S.
shipping terms), and the Company's need to adequately evaluate the impact of
these events while not delaying the previously scheduled announcement of its
second quarter financial results, we attempted to deal with the Regulation G
discussion of these special items in a more abbreviated manner than, in
retrospect, we should have.

As mentioned to Ms. Lynn A. Dicker of the Staff during our telephone
conversation of April 28, 2005, because the discussion of the non-GAAP measures
was disclosed in a press release reporting only preliminary financial results,
which results were then updated and superseded by information reported in a
series of subsequent press releases (there were a total of three press releases,
dated March 21, April 7 and April 12, 2005, issued by Arrow with respect to its
second quarter results) and ultimately by the final results reported in our Form
10-Q for the Quarterly Period Ended February 28, 2005 (the "Second Quarter Form
10-Q"), the Company believes it would, at best, be awkward and, at worst,
confusing to investors to revise the Form 8-K (and the underlying press release)
to provide the fuller discussion of the non-GAAP measures and refile it, as
directed by the Staff in the Comment Letter. Essentially, we are of the view
that, in order for the revised report not to be misleading, we would have to
replace the preliminary numbers included in the original March 21 press release
with the final numbers now already reported in the Second Quarter Form 10-Q and
include appropriate prefatory language to the effect that the information
contained in the amended Form 8-K has been superseded by the previously filed
Second Quarter Form 10-Q and is only being filed now to provide additional
disclosure regarding the non-GAAP financial measures contained therein. We would
also want to include a statement referring investors to the Second Quarter Form
10-Q for more complete information, which could then beg the question as to why
the amended Form 8-K is being filed in the first place (since the information it
contains would already have been reported in more complete detail in a
previously filed document).

As discussed with Ms. Dicker, to prevent this potential confusion to investors,
we respectfully request the Staff to reconsider requiring the Company to revise
and refile the Form 8-K, and instead accept an undertaking from the Company that
in any future filing that contains non-GAAP financial measures, we will include
a discussion, in sufficient detail, of the type required by Regulation S-K Item
10(e)(1)(i) and Question 8 of the FAQ for each non-GAAP measure mentioned.

For illustrative purposes only, we have provided you supplementally as Exhibit
A, attached to this letter a revised version of our March 21, 2005 press release
that was incorporated by reference in the Form 8-K that has been updated to
include our final

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second quarter results, as if such release had been issued on the date that we
filed the Second Quarter Form 10-Q, and additional discussion of the non-GAAP
financial measures along the lines requested by the Staff in the Comment Letter.
We would then use these disclosures, to the extent applicable, as a precedent
for discussion of any non-GAAP measures we may include in a future filing.

5.      In addition, Item 10(e)(1)(i) of Regulation S-K requires that whenever
        one or more non-GAAP financial measures are included in a filing with
        the Commission the registrant must include a presentation, with equal or
        greater prominence, of the most directly comparable financial measure or
        measures calculated and presented in accordance with Generally Accepted
        Accounting Principles (GAAP). The discussion of the preliminary second
        quarter and six months fiscal year 2005 results focuses on the non-GAAP
        measures and does not include a discussion of GAAP measures with equal
        or greater prominence. Please revise.

Response to Comment No. 5:

Please see our response to Comment No. 4 above.

6.      Additionally, we note your disclosures of US sales and growth rates
        excluding NeoCare(R) and Stepic distributed products on page 6. Please
        revise to provide all the disclosures discussed above for this non-GAAP
        measure and include the required reconciliation to the most directly
        comparable GAAP measure.

Response to Comment No. 6:

Please see our response to Comment No. 4 above. Additionally, we note that our
intent was not to use our disclosures of U.S. sales and growth rates excluding
NeoCare(R) and Stepic distributed products as non-GAAP measures. Our objective
was to identify key components of net sales that we believe are unusual and/or
finite to assist investors in understanding the reasons for the fluctuations in
our net sales and distinguishing between those reasons that truly relate to our
ongoing operations and those that are more anomalous in nature, similar to the
approach used in our discussion of the impact of foreign exchange rate movements
on our sales during the periods presented. Therefore, to address this comment,
we have revised our disclosure in the attached draft press release to report net
sales of NeoCare(R) and Stepic distributed products separately, rather than
excluding these items from the Company's total net sales, as we did previously.

In connection with our above responses to the Staff's comments, the Company
acknowledges that:

        o       the Company is responsible for the adequacy and accuracy of the
                disclosure in the filings;

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        o       Staff comments or changes to disclosures in response to Staff
                comments in the filings reviewed by the Staff do not foreclose
                the Commission from taking any action with respect to the
                filing; and

        o       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.

We appreciate the Staff's comments. Please contact me at (610) 478-3117 if you
or any other member of the Staff has any further comments or questions regarding
the above responses.
Sincerely,

By:     /s/ Frederick J. Hirt
   --------------------------
        Frederick J. Hirt
        Chief Financial Officer and
        Senior Vice President of Finance
        (Principal Financial Officer and
        Chief Accounting Officer)

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EXAMPLE FOR SEC REVIEW - NOT FOR RELEASE - MARCH 21, 2005 PRESS RELEASE UPDATED
FOR EVENTS SUBSEQUENT TO THE PRESS RELEASE DISCLOSED IN THE SECOND QUARTER FORM
                      10-Q AND IN RESPONSE TO SEC COMMENTS

                                                                       EXHIBIT A

For Immediate Release    Contact: Carl G. Anderson, Jr.      Frederick J. Hirt
 xx, 2005                         610-478-3171               610-478-3117

ARROW INTERNATIONAL, INC. REPORTS SECOND QUARTER AND SIX MONTHS FISCAL YEAR 2005
RESULTS

READING, PA, xx, 2005 - Arrow International, Inc. (Nasdaq: ARRO) today reported
results for its second fiscal quarter and six months ended February 28, 2005 and
updates on a series of actions the Company is taking to enhance its operations
and processes.

Net sales for the second quarter of fiscal year 2005 increased 0.8% to $109.2
million from $108.3 million in the second quarter of fiscal year 2004. Net
income decreased to $5.4 million in the second fiscal quarter from $15.5 million
in the prior fiscal year quarter, a decrease of 65.2%. Diluted earnings per
share in the quarter were $0.12 compared to $0.35 in the second quarter of
fiscal 2004. Adjusting for certain special items, as described below, net sales
were $113.5 million compared to $108.3 million in the prior fiscal year period,
an increase of 4.8%, net income was $15.9 million compared to $15.5 million in
the prior fiscal year period, an increase of 2.6%, and diluted earnings per
share were $0.36 compared to $0.35 in fiscal y