UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  Form 10-C

               REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                         INTERDEALER QUOTATION SYSTEM

Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                     and Rule 13a-17 or 15d-17 thereunder


                      MATTHEWS INTERNATIONAL CORPORATION
                (Exact name of issuer as specified in charter)

                 TWO NORTHSHORE CENTER, PITTSBURGH, PA  15212
                   (Address of principal executive offices)

Issuer's telephone number, including area code              (412) 442-8222


                  I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

1.  Title of security   Class A Common Stock
                      --------------------------------------------------------
2.  Number of shares outstanding before the change   1,380,000
                                                   ---------------------------
3.  Number of shares outstanding after the change    1,738,275
                                                  ----------------------------
4.  Effective date of change   January 1995
                             -------------------------------------------------
5.  Method of change:
    Specify method (such as merger, acquisition, exchange, distribution, stock
    split, reverse split, acquisition of stock for treasury, etc.)
            Conversion of Class B Common Stock to Class A Common Stock
    --------------------------------------------------------------------------
    Give brief description of transaction
            Conversion by various holders of Class B Common Stock
    --------------------------------------------------------------------------


                         II.  CHANGE IN NAME OF ISSUER

1.  Name prior to change
                         -----------------------------------------------------
2.  Name after change
                      --------------------------------------------------------
3.  Effective date of charter amendment changing name
                                                      ------------------------
4.  Date of shareholder approval of change, if required
                                                        ----------------------

Date  February 10, 1995             James L. Parker     Senior Vice President 
     -------------------           -------------------------------------------
                                          (Officer's signature & title)

                                 INSTRUCTIONS

A.  Form 10-C shall be used for reports under Section 13, or 15(d) of the
    Securities Exchange Act of 1934 filed pursuant to Rule 13a-17, or 15d-17,
    thereunder.

B.  Four copies of each report on this form shall be filed with the Securities
    and Exchange Commission at 450 5th Street, N.W., Washington, D.C. 20549. 
    In addition, a copy shall be furnished to the National Association of
    Securities Dealers, Inc. (NASD), Department F-10-S, 17 Battery Place, New
    York, New York, 10004.  At least one of the copies filed shall be manually
    signed by an officer of the issuer.  Unsigned copies shall be conformed.

C.  Each report shall be filed by an issuer upon being notified that any class
    of its securities is to be quoted on the NASDAQ interdealer quotations
    system not later than ten days after the first date on which any aggregate
    increase or decrease in the amount of securities of such class outstanding
    exceeds five percent of the amount of the class outstanding as last
    reported.  A report shall also be required from any issuer quoted on the
    system of any corporate name change not later than 10 days after the
    change.

D.  The General Rules and regulations under the Act contain certain general
    requirements applicable to reports on any form.  These general requirements
    should be carefully read and observed in the preparation and filing of
    reports on this form.

E.  The Commission does not furnish blank forms for its filing requirements.
    However, copies of this form may be duplicated in reporting the requested
    information.

F.  Nothing required by this form shall be construed, however, to relieve any
    issuer of any obligations to file any other report required under this Act
    or rules promulgated thereunder with respect to the changes set forth in
    instruction C above.