As filed with the Securities and Exchange Commission
                             on March 11, 1998

                                   Registration No. 333-         
                                                                 

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                          


                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933


            ARROW-MAGNOLIA INTERNATIONAL, INC.
                (Exact name of issuer as specified in its charter)


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


                             2646 Rodney Lane
                        Dallas, Texas 75229                      
       (Address, including zip code, of principal executive offices)

                                     
                       1998 Stock Bonus Plan                     
                         (Full title of the plan)


                               Morris Shwiff
                                 President
                             2646 Rodney Lane
                            Dallas, Texas 75229
                          (214) 247-7111                          
                 (Name, address, including zip code, and telephone 
                 number, including area code, of agent for service)
                                          

                                 Copy to:

                           Christopher M. Hewitt
                           Hewitt & Hewitt, P.C.
                            2612 Thomas Avenue
                            Dallas, Texas 75204

Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time
to time after the effective date of this Registration Statement.
PAGE
<PAGE>
                                                                 

                      CALCULATION OF REGISTRATION FEE
                                                                 

                              Proposed  Proposed
Title of       Number         Maximum   Maximum
Securities     of Shares      Offering  Aggregate Amount of
to be          to be          Price Per Offering  Registration
Registered     Registered     Share(1)  Price(1)  Fee
                                                                  

Common Stock,
$0.10 par value  100,000      $6.125    $612,500  $180.69 

                                                                 

(1)  Estimated solely for the purpose of calculating the amount of
     the registration fee in accordance with Rule 457 under the
     Securities Act of 1933 as the average of the high and low sale
     prices of a share of the registrant's common stock reported by
     the Nasdaq Stock Market's SmallCap Market on March 9, 1998.  
PAGE
<PAGE>
                         INFORMATION NOT REQUIRED
                               IN PROSPECTUS

Item Number

3         Incorporation of Documents by Reference.

          The following documents and information heretofore filed
          with the Securities and Exchange Commission are hereby
          incorporated by reference in this Registration Statement:

          The Company's Annual Report on Form 10-KSB for the fiscal
          year ended December 31, 1996 which contains audited
          financial statements of the registrant for the
          registrant's 1996 fiscal year as filed with the Securi-
          ties and Exchange Commission on March 28, 1997.

          All reports filed by the Company pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934
          (the "Exchange Act") since December 31, 1996 and all
          documents subsequently filed by the registrant pursuant
          to Section 13(a) or 15(d) of the Exchange Act prior to
          the filing of a post-effective amendment which indicates
          that all securities offered have been sold or which
          deregisters all securities then remaining unsold, shall
          be deemed to be incorporated by reference in this
          Prospectus and to be part hereof from the date of filing
          such documents.
          
          The description of the Common Stock contained in the
          Company's Registration Statement filed under the Exchange
          Act registering shares of the Common Stock under Section
          12 of the Exchange Act, including any amendment or
          reports filed for the purpose of updating such descrip-
          tion.

4         Description of Securities.

          Not applicable.


5         Interests of Named Experts and Counsel.

          Not applicable.

<PAGE>
6         Indemnification of Directors and Officers.  

          Article 2.02-1 of the Texas Business Corporation Act
          provides broad powers of indemnification of Directors and
          officers.  For example, the Board of Directors, the
          shareholders, or independent legal counsel in some
          circumstances may authorize the Company to indemnify any
          officer or Director against expenses (including
          attorney's fees), judgments, fines and amounts paid in
          settlement, actually and reasonably incurred by him in
          connection with any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal,
          administrative, arbitrative or investigative, any appeal
          in such an action, suit or proceeding and any inquiry or
          investigation that could lead to such an action, suit or
          proceeding by reason of the fact that he is or was a
          Director or officer of the Company, if such Director or
          officer acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of
          the Company, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his
          conduct was unlawful.  A Director may not be indemnified
          where such Director improperly received a personal
          benefit, whether or not the benefit resulted from an
          action taken in his official capacity, and may not be
          indemnified where he is found liable to the Company.

          If a Director or officer defends litigation arising out
          of his office and is successful on the merits or other-
          wise in defense of the action, Article 2.02-1 provides
          that such officer or Director shall be indemnified
          against expense (including attorney's fees) actually and
          reasonably incurred by him in connection therewith. 
          Additionally, a Director or officer's reasonable expenses
          may be paid or reimbursed where a written request is
          submitted with an undertaking to repay said expense if
          such person is ultimately determined to not be entitled
          to indemnification.
     
          The statute further specifically provides that the indem-
          nification authorized thereby shall not be deemed
          exclusive of any other rights to which any such officer,
          employee or agent may be entitled under its articles of
          incorporation, bylaws, agreements, general or specific
          action of Directors or as permitted or required by common
          law.

          Article 10 of the Company's Articles of Incorporation
          provides for the indemnification of Directors, officers,
          and certain other persons within the limitations of the
          Texas Business Corporation Act.  


7    Exemption from Registration Claimed.

          Not applicable.
<PAGE>

8         Exhibits.

          
          Exhibit
          Number

          5.1       Legal Opinion and Consent of Hewitt & Hewitt,
                    P.C.

          8.1       Tax Opinion and Consent of Hewitt & Hewitt,
                    P.C.

          10.19     1998 Stock Bonus Plan.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent of Counsel.  (Reference is made to
                    Exhibit 5.2.)

          24        Power of Attorney.  (Reference is made to the
                    signature page.)
     

9         Undertakings.

          The undersigned Registrant hereby undertakes to file,
          during any period in which offers or sales are being
          made, a post-effective amendment to this Registration
          Statement:

               (i)  To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually or
               in the aggregate, represents a fundamental change
               in the information set forth in the Registration
               Statement;

               (iii)  To include any material information with
               respect to the plan of distribution not previously
               disclosed in the Registration Statement or any
               material change to such information in the Regis-
               tration Statement;

          Provided, however, that paragraphs (i) and (ii) do not
          apply if the Registration Statement is on Form S-3 or
          Form S-8 and the information required to be included in
          a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference
          in the Registration Statement.
<PAGE>
          The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties Act of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement
          relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed
          to be the initial bona fide offering thereof.

          The undersigned Registrant hereby undertakes to remove
          from registration by means of a post-effective amendment
          any of the securities being registered which remain
          unsold at the termination of the offering.

          The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties Act of 1933, each filing of the Registrant's annual
          report pursuant to Section 13(a) or Section 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act
          of 1934) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering
          thereof.

          The undersigned Registrant hereby undertakes to deliver
          or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the
          latest annual report to security holders that is incorpo-
          rated by reference in the prospectus and furnished
          pursuant to and meeting the requirements of Rule 14a-3 or
          Rule 14c-3 under the Securities Exchange Act of 1934;
          and, where interim financial information required to be
          presented by Article 3 of Regulation S-X are not set
          forth in the prospectus, to deliver, or cause to be
          delivered to each person to whom the prospectus is sent
          or given, the latest quarterly report that is specifical-
          ly incorporated by reference in the prospectus to provide
          such interim financial information.
<PAGE>
          Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant
          pursuant to the foregoing provisions, or otherwise, the
          Registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is,
          therefore, unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by
          a director, officer or controlling person of the regis-
          trant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or
          controlling person in connection with the securities
          being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and
          will be governed by the final adjudication of such issue.
PAGE
<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Arrow-Magnolia International, Inc., a corporation
organized and existing under the laws of the State of Texas,
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 20th day of  February, 1998.

                              ARROW-MAGNOLIA INTERNATIONAL, INC.




                              By /s/ Morris Shwiff                
                                 Morris Shwiff, President

<PAGE>                      <PAGE>

                             POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and appoints Morris Shwiff with full power of substitution and
resubstitution our true and lawful attorney-in-fact and agent, in
any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file each such amendment to this
Registration Statement, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact and
agent full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature                Title                    Date
                                                    


/s/ Morris Shwiff       Director and President      } 
Morris Shwiff           (Chief Executive Officer)   }
                                                    }
                                                    }             
/s/ Mark Kenner         Executive Vice President    }
Mark Kenner                                         }
                                                    }
                                                    }  February
/s/ Fred Kenner          Vice President - Secretary }  20, 1998
Fred Kenner              and Treasurer              }
                                                    }
                                                    }
/s/ Robert De Rosier     Director                   }
Robert De Rosier                                    }
                                                    }
                                                    }
/s/ Clifton R. Duke      Director                   }
Clifton R. Duke
PAGE
<PAGE>

                    ARROW-MAGNOLIA INTERNATIONAL, INC.

                    REGISTRATION STATEMENT ON FORM S-8

                             INDEX TO EXHIBITS


Exhibit                                           Sequentially
Number                        Description         Numbered

5.1       Legal Opinion and Consent of Hewitt 
          & Hewitt, P.C.

8.1       Tax Opinion and Consent of Hewitt 
          & Hewitt, P.C.

10.19     1998 Stock Bonus Plan.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Counsel.  (Reference is made 
          to Exhibit 5.2.)

24        Power of Attorney.  (Reference is made 
          to the signature page.)
     
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17550}]
{"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": "S-8", "act": "33", "file-number": "333-47709", "film-number": "98562185"}, "business-address": {"street1": "2646 RODNEY LN", "city": "DALLAS", "state": "TX", "zip": "75229", "phone": "2142477111"}, "mail-address": {"street1": "2646 RODNEY LANE", "city": "DALLAS", "state": "TX", "zip": "75229"}, "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"}]}
As filed with the Securities and Exchange Commission
                             on March 11, 1998

                                   Registration No. 333-         
                                                                 

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                          

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        The Securities Act of 1933

            ARROW-MAGNOLIA INTERNATIONAL, INC.
                (Exact name of issuer as specified in its charter)

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

                             2646 Rodney Lane
                        Dallas, Texas 75229                      
       (Address, including zip code, of principal executive offices)

                                     
                       1998 Stock Bonus Plan                     
                         (Full title of the plan)

                               Morris Shwiff
                                 President
                             2646 Rodney Lane
                            Dallas, Texas 75229
                          (214) 247-7111                          
                 (Name, address, including zip code, and telephone 
                 number, including area code, of agent for service)
                                          

                                 Copy to:

                           Christopher M. Hewitt
                           Hewitt & Hewitt, P.C.
                            2612 Thomas Avenue
                            Dallas, Texas 75204

Approximate date of commencement of proposed sales to public:
Sales of the securities registered hereunder will occur from time
to time after the effective date of this Registration Statement.
PAGE
CALCULATION OF REGISTRATION FEE
                                                                 

                              Proposed  Proposed
Title of       Number         Maximum   Maximum
Securities     of Shares      Offering  Aggregate Amount of
to be          to be          Price Per Offering  Registration
Registered     Registered     Share(1)  Price(1)  Fee
                                                                  

Common Stock,
$0.10 par value  100,000      $6.125    $612,500  $180.69 

                                                                 

(1)  Estimated solely for the purpose of calculating the amount of
     the registration fee in accordance with Rule 457 under the
     Securities Act of 1933 as the average of the high and low sale
     prices of a share of the registrant's common stock reported by
     the Nasdaq Stock Market's SmallCap Market on March 9, 1998.  
PAGE
INFORMATION NOT REQUIRED
                               IN PROSPECTUS

Item Number

3         Incorporation of Documents by Reference.

          The following documents and information heretofore filed
          with the Securities and Exchange Commission are hereby
          incorporated by reference in this Registration Statement:

          The Company's Annual Report on Form 10-KSB for the fiscal
          year ended December 31, 1996 which contains audited
          financial statements of the registrant for the
          registrant's 1996 fiscal year as filed with the Securi-
          ties and Exchange Commission on March 28, 1997.

          All reports filed by the Company pursuant to Sections
          13(a) or 15(d) of the Securities Exchange Act of 1934
          (the "Exchange Act") since December 31, 1996 and all
          documents subsequently filed by the registrant pursuant
          to Section 13(a) or 15(d) of the Exchange Act prior to
          the filing of a post-effective amendment which indicates
          that all securities offered have been sold or which
          deregisters all securities then remaining unsold, shall
          be deemed to be incorporated by reference in this
          Prospectus and to be part hereof from the date of filing
          such documents.
          
          The description of the Common Stock contained in the
          Company's Registration Statement filed under the Exchange
          Act registering shares of the Common Stock under Section
          12 of the Exchange Act, including any amendment or
          reports filed for the purpose of updating such descrip-
          tion.

4         Description of Securities.

          Not applicable.

5         Interests of Named Experts and Counsel.

          Not applicable.
6         Indemnification of Directors and Officers.  

          Article 2.02-1 of the Texas Business Corporation Act
          provides broad powers of indemnification of Directors and
          officers.  For example, the Board of Directors, the
          shareholders, or independent legal counsel in some
          circumstances may authorize the Company to indemnify any
          officer or Director against expenses (including
          attorney's fees), judgments, fines and amounts paid in
          settlement, actually and reasonably incurred by him in
          connection with any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal,
          administrative, arbitrative or investigative, any appeal
          in such an action, suit or proceeding and any inquiry or
          investigation that could lead to such an action, suit or
          proceeding by reason of the fact that he is or was a
          Director or officer of the Company, if such Director or
          officer acted in good faith and in a manner he reasonably
          believed to be in or not opposed to the best interests of
          the Company, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his
          conduct was unlawful.  A Director may not be indemnified
          where such Director improperly received a personal
          benefit, whether or not the benefit resulted from an
          action taken in his official capacity, and may not be
          indemnified where he is found liable to the Company.

          If a Director or officer defends litigation arising out
          of his office and is successful on the merits or other-
          wise in defense of the action, Article 2.02-1 provides
          that such officer or Director shall be indemnified
          against expense (including attorney's fees) actually and
          reasonably incurred by him in connection therewith. 
          Additionally, a Director or officer's reasonable expenses
          may be paid or reimbursed where a written request is
          submitted with an undertaking to repay said expense if
          such person is ultimately determined to not be entitled
          to indemnification.
     
          The statute further specifically provides that the indem-
          nification authorized thereby shall not be deemed
          exclusive of any other rights to which any such officer,
          employee or agent may be entitled under its articles of
          incorporation, bylaws, agreements, general or specific
          action of Directors or as permitted or required by common
          law.

          Article 10 of the Company's Articles of Incorporation
          provides for the indemnification of Directors, officers,
          and certain other persons within the limitations of the
          Texas Business Corporation Act.  

7    Exemption from Registration Claimed.

          Not applicable.
8         Exhibits.

          
          Exhibit
          Number

          5.1       Legal Opinion and Consent of Hewitt & Hewitt,
                    P.C.

          8.1       Tax Opinion and Consent of Hewitt & Hewitt,
                    P.C.

          10.19     1998 Stock Bonus Plan.

          23.1      Consent of KPMG Peat Marwick LLP.

          23.2      Consent of Counsel.  (Reference is made to
                    Exhibit 5.2.)

          24        Power of Attorney.  (Reference is made to the
                    signature page.)
     

9         Undertakings.

          The undersigned Registrant hereby undertakes to file,
          during any period in which offers or sales are being
          made, a post-effective amendment to this Registration
          Statement:

               (i)  To include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
               events arising after the effective date of the
               registration statement (or the most recent post-
               effective amendment thereof) which, individually or
               in the aggregate, represents a fundamental change
               in the information set forth in the Registration
               Statement;

               (iii)  To include any material information with
               respect to the plan of distribution not previously
               disclosed in the Registration Statement or any
               material change to such information in the Regis-
               tration Statement;

          Provided, however, that paragraphs (i) and (ii) do not
          apply if the Registration Statement is on Form S-3 or
          Form S-8 and the information required to be included in
          a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference
          in the Registration Statement.
The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties Act of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement
          relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed
          to be the initial bona fide offering thereof.

          The undersigned Registrant hereby undertakes to remove
          from registration by means of a post-effective amendment
          any of the securities being registered which remain
          unsold at the termination of the offering.

          The undersigned Registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties Act of 1933, each filing of the Registrant's annual
          report pursuant to Section 13(a) or Section 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act
          of 1934) that is incorporated by reference in the
          Registration Statement shall be deemed to be a new
          registration statement relating to the securities offered
          therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering
          thereof.

          The undersigned Registrant hereby undertakes to deliver
          or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the
          latest annual report to security holders that is incorpo-
          rated by reference in the prospectus and furnished
          pursuant to and meeting the requirements of Rule 14a-3 or
          Rule 14c-3 under the Securities Exchange Act of 1934;
          and, where interim financial information required to be
          presented by Article 3 of Regulation S-X are not set
          forth in the prospectus, to deliver, or cause to be
          delivered to each person to whom the prospectus is sent
          or given, the latest quarterly report that is specifical-
          ly incorporated by reference in the prospectus to provide
          such interim financial information.
Insofar as indemnification for liabilities arising under
          the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant
          pursuant to the foregoing provisions, or otherwise, the
          Registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is,
          therefore, unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by
          a director, officer or controlling person of the regis-
          trant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or
          controlling person in connection with the securities
          being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and
          will be governed by the final adjudication of such issue.
PAGE
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant, Arrow-Magnolia International, Inc., a corporation
organized and existing under the laws of the State of Texas,
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 20th day of  February, 1998.

                              ARROW-MAGNOLIA INTERNATIONAL, INC.

                              By /s/ Morris Shwiff                
                                 Morris Shwiff, President
POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and appoints Morris Shwiff with full power of substitution and
resubstitution our true and lawful attorney-in-fact and agent, in
any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this
Registration Statement, and to file each such amendment to this
Registration Statement, with all exhibits thereto, and any and all
other documents in connection therewith, with the Securities and
Exchange Commission, hereby granting unto said attorney-in-fact and
agent full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature                Title                    Date
                                                    

/s/ Morris Shwiff       Director and President      } 
Morris Shwiff           (Chief Executive Officer)   }
                                                    }
                                                    }             
/s/ Mark Kenner         Executive Vice President    }
Mark Kenner                                         }
                                                    }
                                                    }  February
/s/ Fred Kenner          Vice President - Secretary }  20, 1998
Fred Kenner              and Treasurer              }
                                                    }
                                                    }
/s/ Robert De Rosier     Director                   }
Robert De Rosier                                    }
                                                    }
                                                    }
/s/ Clifton R. Duke      Director                   }
Clifton R. Duke
PAGE
ARROW-MAGNOLIA INTERNATIONAL, INC.

                    REGISTRATION STATEMENT ON FORM S-8

                             INDEX TO EXHIBITS

Exhibit                                           Sequentially
Number                        Description         Numbered

5.1       Legal Opinion and Consent of Hewitt 
          & Hewitt, P.C.

8.1       Tax Opinion and Consent of Hewitt 
          & Hewitt, P.C.

10.19     1998 Stock Bonus Plan.

23.1      Consent of KPMG Peat Marwick LLP.

23.2      Consent of Counsel.  (Reference is made 
          to Exhibit 5.2.)

24        Power of Attorney.  (Reference is made 
          to the signature page.)