CONFORMED COPY

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

                                  FORM 8-K

                      CURRENT REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 7, 2004

                      Arrow-Magnolia International, Inc.
             (Exact Name of Small Business Issuer in its Charter)

Commission File Number 0-4728

                Texas                                 75-0408335
     (State or other jurisdiction                  (I.R.S. Employer
  of incorporation or organization)                Identification No.)

          2646 Rodney Lane, Dallas, Texas                 75229
     (Address of principal executive offices)          (Zip Code)

Issuer's telephone number, including area code:  (972) 247-7111

<PAGE>

Item 1.01. Entry into Material Definitive Agreement.

On October 7, 2004, Arrow-Magnolia International, Inc. (the "Company")
entered into an Agreement and Plan of Merger with Arrow Acquisition L.P., a
newly formed entity established by David Tippeconnic for the merger
transaction ("Acquisition"), pursuant to which Acquisition has agreed to
merge with and into the Company. Under the Agreement and Plan of Merger,
shareholders in the Company would receive $1.60 per share in exchange for
their shares and holders of in-the-money rights to acquire shares would
receive for each share underlying their rights the spread between $1.60
and the exercise price.  The transaction is subject to numerous
conditions and contingencies, including assertion of appraisal rights
by holders of no more than 5% of outstanding stock, arrangement of
satisfactory financing, shareholder approval of the merger and other
matters set forth in the Agreement and Plan of Merger.  Four of the largest
shareholders, including Estelle Shwiff, Mark Kenner and Fred Kenner, who
collectively hold a majority of the Company's outstanding stock, have agreed
to vote in favor of the merger. No assurance can be given that the
transaction will be successfully completed.

A copy of the Agreement and Plan of Merger is provided as an exhibit to this
Form 8-K.

Arrow-Magnolia International, Inc. is a Dallas-based company engaged
primarily in the manufacture and distribution of specialty chemical products
for use in cleaning and maintaining equipment and generalized maintenance and
sanitation products.

This report, including the information incorporated by reference herein,
includes "forward-looking statements" within of the Private Securities
Litigation Reform Act of 1995.  All of the statements contained in this
report, other than statements of historical fact, should be considered
forward-looking statements, including, but not limited to, those concerning
the transaction described. There can be no assurances that these expectations
will prove to have been correct.  Important factors that could cause actual
results to differ materially from the Company's expectations ("Cautionary
Statements") include, but are not limited to, failure to negotiate definitive
agreements, failure of the acquiring company to obtain financing, failure to
obtain shareholder approval and other matters set forth in this reportt,
including the exhibit. All subsequent written and oral forward-looking
statements by or attributable to the Company or persons acting on its behalf
relating to the transaction are expressly qualified in their entirety by such
Cautionary Statements.  Prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
the date hereof and are not intended to give any assurance as to future
results.  The Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

     1. Agreement and Plan of Merger dated October 7, 2004.

                                 SIGNATURES

	Pursuant to the requirements of The Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    ARROW-MAGNOLIA INTERNATIONAL, INC.


                                    By:   /s/ Mark I. Kenner
                                        --------------------------------
                                        Mark I. Kenner, Chairman and
                                        Chief Executive Officer
<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "f8k100704.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4739}]
{"company-data": {"conformed-name": "ARROW MAGNOLIA INTERNATIONAL INC", "cik": "0000061494", "assigned-sic": "2890", "irs-number": "750408335", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-04728", "film-number": "041071327"}, "business-address": {"street1": "2646 RODNEY LN", "city": "DALLAS", "state": "TX", "zip": "75228", "phone": "9722477111"}, "mail-address": {"street1": "2646 RODNEY LANE", "city": "DALLAS", "state": "TX", "zip": "75228"}, "former-company": [{"former-conformed-name": "MAGNOLIA ENTERPRISES INC", "date-changed": "19871001"}, {"former-conformed-name": "MAGNOLIA CHEMICAL CO INC", "date-changed": "19841128"}, {"former-conformed-name": "MAGNOLIA CHEMICAL CO INC OF TEXAS", "date-changed": "19700507"}]}
CONFORMED COPY

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

                                  FORM 8-K

                      CURRENT REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 7, 2004

                      Arrow-Magnolia International, Inc.
             (Exact Name of Small Business Issuer in its Charter)

Commission File Number 0-4728

                Texas                                 75-0408335
     (State or other jurisdiction                  (I.R.S. Employer
  of incorporation or organization)                Identification No.)

          2646 Rodney Lane, Dallas, Texas                 75229
     (Address of principal executive offices)          (Zip Code)

Issuer's telephone number, including area code:  (972) 247-7111
Item 1.01. Entry into Material Definitive Agreement.

On October 7, 2004, Arrow-Magnolia International, Inc. (the "Company")
entered into an Agreement and Plan of Merger with Arrow Acquisition L.P., a
newly formed entity established by David Tippeconnic for the merger
transaction ("Acquisition"), pursuant to which Acquisition has agreed to
merge with and into the Company. Under the Agreement and Plan of Merger,
shareholders in the Company would receive $1.60 per share in exchange for
their shares and holders of in-the-money rights to acquire shares would
receive for each share underlying their rights the spread between $1.60
and the exercise price.  The transaction is subject to numerous
conditions and contingencies, including assertion of appraisal rights
by holders of no more than 5% of outstanding stock, arrangement of
satisfactory financing, shareholder approval of the merger and other
matters set forth in the Agreement and Plan of Merger.  Four of the largest
shareholders, including Estelle Shwiff, Mark Kenner and Fred Kenner, who
collectively hold a majority of the Company's outstanding stock, have agreed
to vote in favor of the merger. No assurance can be given that the
transaction will be successfully completed.

A copy of the Agreement and Plan of Merger is provided as an exhibit to this
Form 8-K.

Arrow-Magnolia International, Inc. is a Dallas-based company engaged
primarily in the manufacture and distribution of specialty chemical products
for use in cleaning and maintaining equipment and generalized maintenance and
sanitation products.

This report, including the information incorporated by reference herein,
includes "forward-looking statements" within of the Private Securities
Litigation Reform Act of 1995.  All of the statements contained in this
report, other than statements of historical fact, should be considered
forward-looking statements, including, but not limited to, those concerning
the transaction described. There can be no assurances that these expectations
will prove to have been correct.  Important factors that could cause actual
results to differ materially from the Company's expectations ("Cautionary
Statements") include, but are not limited to, failure to negotiate definitive
agreements, failure of the acquiring company to obtain financing, failure to
obtain shareholder approval and other matters set forth in this reportt,
including the exhibit. All subsequent written and oral forward-looking
statements by or attributable to the Company or persons acting on its behalf
relating to the transaction are expressly qualified in their entirety by such
Cautionary Statements.  Prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
the date hereof and are not intended to give any assurance as to future
results.  The Company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

     1. Agreement and Plan of Merger dated October 7, 2004.

                                 SIGNATURES

	Pursuant to the requirements of The Securities Exchange Act of
1934, the registrant has caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    ARROW-MAGNOLIA INTERNATIONAL, INC.

                                    By:   /s/ Mark I. Kenner
                                        --------------------------------
                                        Mark I. Kenner, Chairman and
                                        Chief Executive Officer