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):  February 23, 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 5. Other Events

On February 23, 2003, Arrow-Magnolia International, Inc. (the "Company")
entered into a non-binding letter of intent with Arrow Acquisition L.P., a
newly formed entity established by David Tippeconnic for the proposed
transaction ("Acquisition"), pursuant to which Acquisition intends to pursue
discussions to acquire the Company through a merger. In such transaction as
proposed, the existing shareholders and holders of rights to acquire shares
in the Company would receive an aggregate of $6,691,062, or approximately
$1.78 per share.  The transaction is subject to numerous conditions and
contingencies, including completion of due diligence, negotiation of
definitive agreements, arrangement of satisfactory financing, director and
shareholder approval of any definitive documents and the proposed merger and
other matters set forth in the letter of intent.  No assurance can be given
that the transaction will successfully negotiated or completed.

A copy of the letter of intent 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 report, 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.


                                 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>
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{"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": "04636196"}, "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):  February 23, 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 5. Other Events

On February 23, 2003, Arrow-Magnolia International, Inc. (the "Company")
entered into a non-binding letter of intent with Arrow Acquisition L.P., a
newly formed entity established by David Tippeconnic for the proposed
transaction ("Acquisition"), pursuant to which Acquisition intends to pursue
discussions to acquire the Company through a merger. In such transaction as
proposed, the existing shareholders and holders of rights to acquire shares
in the Company would receive an aggregate of $6,691,062, or approximately
$1.78 per share.  The transaction is subject to numerous conditions and
contingencies, including completion of due diligence, negotiation of
definitive agreements, arrangement of satisfactory financing, director and
shareholder approval of any definitive documents and the proposed merger and
other matters set forth in the letter of intent.  No assurance can be given
that the transaction will successfully negotiated or completed.

A copy of the letter of intent 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 report, 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.

                                 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