<PAGE> 1
               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):
                                 April 23, 2004



                      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
                                                            --------------



<PAGE> 2

Item 9.  Regulation FD Disclosure

On April 23, 2004, Matthews International Corporation issued a press release
announcing that its Board of Directors approved the continuation of its stock
repurchase program and increased the total authorization for stock repurchases
by an additional two million shares.  A copy of the press release is attached
hereto as Exhibit 99.1.


<PAGE> 3


                                 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: April 26, 2004







































<PAGE> 4

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


The following Exhibit to this report is filed herewith.



     Exhibit
       No.        Description
     -------      -----------
      99.1        Press release, dated April 23, 2004, issued by
      Matthews International Corporation.
[{"type": "8-K", "sequence": "1", "filename": "form8k-stkrepurchase.txt", "secsgml_size_bytes": 2943}]
{"company-data": {"conformed-name": "MATTHEWS INTERNATIONAL CORP", "cik": "0000063296", "assigned-sic": "3360", "irs-number": "250644320", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-09115", "film-number": "04754635"}, "business-address": {"street1": "TWO NORTHSHORE CENTER", "city": "PITTSBURGH", "state": "PA", "zip": "15212-5851", "phone": "4124428200"}, "mail-address": {"street1": "TWO NORTHSHORE CENTER", "city": "PITTSBURGH", "state": "PA", "zip": "15212-5851"}, "former-company": {"former-conformed-name": "MATTHEWS JAMES H & CO", "date-changed": "19780823"}}
1
               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):
                                 April 23, 2004

                      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
                                                            --------------
2

Item 9.  Regulation FD Disclosure

On April 23, 2004, Matthews International Corporation issued a press release
announcing that its Board of Directors approved the continuation of its stock
repurchase program and increased the total authorization for stock repurchases
by an additional two million shares.  A copy of the press release is attached
hereto as Exhibit 99.1.
3

                                 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: April 26, 2004
4

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

The following Exhibit to this report is filed herewith.

     Exhibit
       No.        Description
     -------      -----------
      99.1        Press release, dated April 23, 2004, issued by
      Matthews International Corporation.