SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
 
 
                                  FORM 8-K
 
                               CURRENT REPORT
 
                     PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
 
 
              Date of Report (Date of earliest event reported):
                             September 16, 1998
 
 
 
                     MATTHEWS INTERNATIONAL CORPORATION          
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           (Exact name of registrant as specified in its charter)
 
 
          Pennsylvania             0-9115 and 0-24494         25-0644320     
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  (State or other jurisdiction        (Commission          (IRS Employer
       of incorporation)             File Numbers)       Identification No.)
 
 
      Two NorthShore Center, Pittsburgh, Pennsylvania           15212
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         (Address of principal executive offices)             (Zip Code)
 
 
 Registrant's telephone number, including area code:       (412) 442-8200
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 ITEM 5.  OTHER EVENTS.
 
 On September 16, 1998, Matthews International Corporation ("Matthews")
 announced that it signed an agreement to purchase the assets of Gibraltar
 Mausoleum Construction Company, Inc. ("Gibraltar"), a subsidiary of Service
 Corporation International.  The purchase price for the acquisition is
 $10.0 million cash.  Gibraltar, with annual sales of approximately
 $16 million, is headquartered in Indianapolis, Indiana and is a leading
 builder of mausoleums in the United States.  The acquisition of Gibraltar is
 intended to expand Matthews' products and services in the growing memorial
 industry segment of mausoleum entombment.
 
 On September 28, 1998, Matthews announced the purchase of a fifty percent
 interest in S&T Gesellschaft fur Reprotechnik mbH ("S&T GmbH"), a German
 graphics and flexographic printing plate manufacturer.  The other fifty
 percent of S&T GmbH will continue to be owned by its general manager.  The
 combination of Matthews and S&T GmbH is an important part of the Matthews
 strategy to become a worldwide leader in the graphics industry and serve
 existing multinational customers on a global basis.  S&T GmbH, with annual
 sales of approximately $6 million, is headquartered in Julich, Germany.
 
 
 
 
 
 
 
                                SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the
 registrant has duly caused this report to be signed on its behalf by the
 undersigned thereunto duly authorized.
 
 
                                            MATTHEWS INTERNATIONAL CORPORATION
                                                       (Registrant)
                                
                                
                                        By          Edward J. Boyle         
                                            ----------------------------------
                                            Edward J. Boyle  
                                            Vice President, Accounting &
                                             Finance, Treasurer and Secretary
 
 
 
 
 Date: September 28, 1998