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               UNITED STATES 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):
                                 January 20, 2005



                      MATTHEWS INTERNATIONAL CORPORATION          
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Pennsylvania                   0-9115               25-0644320     
   ----------------------------     ------------------        ------------
   (State or other jurisdiction        (Commission           (IRS Employer
        of incorporation)              File Number)       Identification No.)



   Two NorthShore Center, Pittsburgh, PA                       15212-5851
  ----------------------------------------                     ----------
  (Address of principal executive offices)                     (Zip Code)



  Registrant's telephone number, including area code:       (412) 442-8200
                                                            --------------



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Item 2.02  Results of Operations and Financial Condition

On January 20, 2005, Matthews International Corporation issued a press release 
announcing its earnings for the first fiscal quarter of 2005.  A copy of the 
press release is attached hereto as Exhibit 99.1.


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                                 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 hereunto duly authorized.


                                           MATTHEWS INTERNATIONAL CORPORATION
                                                      (Registrant)
                               
                               
                                       By  Steven F. Nicola         
                                           ----------------------------------
                                           Steven F. Nicola  
                                           Chief Financial Officer,
                                            Secretary and Treasurer




Date: January 21, 2005







































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              MATTHEWS INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                   EXHIBITS
                                    INDEX
                                  ----------


The following Exhibit to this report is filed herewith.



     Exhibit 
       No.        Description
     -------      -----------   
      99.1        Press release, dated January 20, 2005, issued by 
                  Matthews International Corporation.