<PAGE>
<PAGE> 1
     As filed with the Securities and Exchange Commission on February 22, 1995

                                                     Registration No. 33-      
- ------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                    -----
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                    -----

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

                 PENNSYLVANIA                           25-0644320
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)              Identification No.)

TWO NORTHSHORE CENTER, PITTSBURGH, PENNSYLVANIA           15212
   (Address of Principal Executive Offices)             (Zip Code)


                      1994 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)
                                    -----               
                           James L. Parker, Esquire
             Senior Vice President, General Counsel and Secretary
                      Matthews International Corporation
                             Two NorthShore Center
                             Pittsburgh, PA  15212
                    (Name and address of agent for service)
                                (412) 442-8200
         (Telephone number, including area code, of agent for service)
                                    -----

                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                       Proposed     Proposed
  Title of                              maximum      maximum
 securities               Amount       offering     aggregate      Amount of
    to be                  to be         price      offering     registration
 registered             registered     per share      price           fee
- ------------------------------------------------------------------------------
Class A Common Stock,
par value $1.00 per
share                   500,000 shs.    $14.25*    $7,125,000*       $2,457
- ------------------------------------------------------------------------------

* Estimated solely for the purpose of calculating the registration fee. 
Pursuant to Rules 457(h) and (c), the proposed maximum aggregate offering
price for shares which may be issued under the 1994 Employee Stock Purchase
Plan is based on the average of the high and low sales prices of the Class A
Common Stock as reported on the National Market System of the National
Association of Securities Dealers, Inc. for February 15, 1995 as quoted in THE
WALL STREET JOURNAL.
<PAGE>
<PAGE> 2

                                   PART II
                                         
                           INFORMATION REQUIRED IN
                           REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission (File Nos. 0-9115 and 0-24494) are incorporated in this
Registration Statement by reference and made a part of this Registration
Statement:

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "1934 Act");

     (b)  All other reports filed by the Company pursuant to Section 13(a) or
     15(d) of the 1934 Act since the end of the fiscal year covered by the
     annual report on Form 10-K referred to above; and

     (c)  the description of the Company's Class A Common Stock set forth in
     the Company's filed Registration Statement on Form 8-A dated July 8,
     1994.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable. 
  




<PAGE>
<PAGE> 3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     1.  PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988.  Section 1741 of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") provides that unless
otherwise restricted in its bylaws, a business corporation shall (subject to
the limitations described below) have the power to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action
or proceeding, if such person acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.  The termination of any action
or proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that such person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful.

     Section 1742 of the BCL provides that unless otherwise restricted in its
bylaws, a corporation shall (subject to the limitations described below) have
the power to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action if such person acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation.  Indemnification shall not be made under Section 1742 in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless, and only to the extent that, the court
of common pleas  of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
of common pleas or such other court shall deem proper.

     Section 1744 of the BCL provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the business
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the indemnitee had met the applicable standard of
conduct set forth in the relevant section.  Such determination shall be made:


<PAGE>
<PAGE> 4
     (1)  By the board of directors of the corporation by a majority vote of a
     quorum consisting of directors who were not parties to the action or
     proceeding; or

     (2)  If such a quorum is not obtainable, or if obtainable and a majority
     vote of a quorum of disinterested directors so directs, by independent
     legal counsel in a written opinion; or

     (3)  By the shareholders.

     Notwithstanding the above, Section 1743 of the BCL provides that, to the
extent that a director, officer, employee or agent of a business corporation
has been successful on the merits or otherwise in defense of any action or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Section 1745 of the BCL provides that expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by a business
corporation in advance of the final disposition of the action or proceeding
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the corporation.

     Section 1746 of the BCL provides that the indemnification and advancement
of expenses provided by or granted pursuant to the subchapter on
indemnification shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such persons's official capacity and as to
action in another capacity while holding such office.  Section 1746 also
provides that indemnification may not be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.  Such
indemnification may not be provided in the case of willful misconduct or
recklessness.

     Section 1747 of the BCL provides that, unless otherwise restricted in its
bylaws, a business corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify the
director, officer, employee or agent against such liability under the
provisions of the subchapter governing indemnification.  Section 1747 declares
such insurance to be consistent with the public policy of the Commonwealth of
Pennsylvania.

     Section 1750 of the BCL provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, the BCL subchapter governing
indemnification shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be director, officer, employee or
agent of the corporation and shall inure to the benefit of the heirs and
personal representatives of such director, officer, employee or agent.
<PAGE>
<PAGE> 5
     2.  DIRECTORS' LIABILITY ACT.  Act No. 145 of the General Assembly of the
Commonwealth of Pennsylvania, effective January 27, 1987 (the "Directors'
Liability Act") provides that the rights to indemnification provided by
Sections 1741-1750 of the BCL (see No. 1 above) shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be entitled
under any by-law, agreement, vote of shareholders or directors or otherwise,
and that rights to indemnification may be granted by a corporation under any
by-law, agreement, vote of shareholders or directors or otherwise for any
action taken or any failure to take any action whether or not the indemnified
liability arises or arose from any threatened, pending or completed action by
or in the right of the corporation, provided, however, that no rights to
indemnification may be provided in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.  The Directors' Liability Act
also provides that expenses incurred by an officer, director, employee or
agent in defending a civil or criminal action, suit or proceeding may be paid
by a corporation in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the officer,
director, employer or  agent to repay the amount advanced if it shall
ultimately be determined that the officer, director, employee or agent is not
entitled to be indemnified by the corporation.  The provisions of the
Directors' Liability Act do not, however, apply (i) to the liability of a
director under any criminal statute or for the payment of taxes, pursuant to
Federal, state or local law or (ii) to any claim against a director arising
out of his role as an officer or in any other capacity except as a director,
and they may not apply to liability imposed on a director by the Federal
securities laws or other Federal statutes.  Also, while the provisions accord
the directors protection from awards of monetary damages for breaches of the
duty of care to the Company or its subsidiaries, they do not eliminate the
duty of care of the directors as such.  Therefore, the provisions do not
affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of the duty of care.

     3.  INDEMNIFICATION ARTICLE.  In implementation of the above-stated
provisions of Pennsylvania law, the Company's shareholders adopted an
amendment to restate Article EIGHTH to the Company's Articles of Incorporation
(the "Indemnification Article") which provides that, except as prohibited by
law every Director and officer of the Company is entitled as of right to be
indemnified by the Company against expenses and any liabilities incurred by
such person in connection with any actual or threatened claim, action, suit or
proceedings, whether civil, criminal, administrative, investigative or other,
or whether bought by or in the right of the Company or otherwise, in which the
Director of officer may be involved in any manner, as a party, witness or
otherwise, or is threatened to be made so involved, by reason of the Director
or officer being or having been a Director or officer of the Company or a
subsidiary of the Company or by reason of the fact that the Director or
officer is or was serving at the request of the Company as a director,
officer, employee, fiduciary or other representative of another company,
partnership, joint venture, trust, employee benefit plan or other entity.  The
rights to indemnification do not, however, apply (i) where any act giving rise
to a claim for indemnification for expenses or liability is determined by a
court to have constituted willful misconduct or recklessness or (ii) where
Federal law would prohibit such indemnification, and in an action brought by a
Director or officer against the Company, the Director or officer is only
entitled to indemnification for expenses in certain circumstances.  Each
Director and officer is also entitled as of right to have his expenses in
defending an action paid in advance by the Company prior to final disposition 
<PAGE>
<PAGE> 6

of the action, provided the Company receives a written undertaking by or on
behalf of the Director or officer to repay the amount advanced if it should
ultimately be determined that the Director or officer is not entitled to be
indemnified.  In addition, rights to partial indemnification for expenses and
liability are provided in certain circumstances, and a procedure is
established under which a Director or officer may bring an action against the
Company if a written claim for indemnification or advancement of expenses is
not paid by the Company in full within 30 days after the claim has been
presented.  The Director or officer is also entitled to advancement of
expenses in this proceeding.

     Under the Indemnification Article, the Company may create a trust fund,
grant a security interest, cause a letter of credit to be issued or use other
means to ensure the payment of all sums required to be paid by the Company to
effect the indemnification provided by the Indemnification Article.  The
Company may also purchase and maintain insurance to protect itself and any
Director or officer against any expenses or liability incurred in connection
with any action, whether or not the Company would have the power to indemnify
the Director or officer against the expenses or liability by law or under the
Indemnification Article.

     The rights to indemnification and advancement of expenses provided by the
Indemnification Article are also not deemed exclusive of any other rights,
whether existing or created after the adoption of the Indemnification Article,
to which a Director or officer may be entitled under any agreement, provision
in the Articles or By-Laws of the Company, vote of shareholders or Directors
or otherwise; and the rights to indemnification and advancement of expenses
continue as to each Director or officer who has ceased to have the status
pursuant to which he was entitled to  indemnification and inure to the benefit
of the heirs and legal representatives of the Director or officer.  Any
amendment or repeal of the Indemnification Article or adoption of any By-Law
or other provision of the Articles which has the effect of limiting in any way
the rights provided by the Indemnification Article will operate prospectively
only and will not affect any action taken or failure to act, by a Director or
officer prior to such amendment, repeal, By-Law or other provision becoming
effective.

     4.  DIRECTOR AND OFFICER LIABILITY INSURANCE.  As permitted by Section
1747 of the BCL (see No. 1 above), the Company has purchased Director and
officer liability insurance covering its Directors and officers with respect
to liability which they may incur in connection with their serving as such. 
Under the insurance, the Company will receive reimbursement for amounts as to
which the Directors and officers are indemnified under the Indemnification
Article (see No. 3 above).  The insurance may also provide certain additional
coverage for the Directors and officers against certain liability even though
such liability is not subject to indemnification under the Indemnification
Article.



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.




<PAGE>
<PAGE> 7
ITEM 8.  EXHIBITS.

Exhibit
  No.  
- -------
  4.1      Restated Articles of Incorporation of the registrant, incorporated
           by reference to Exhibit 3.1 of the registrant's Form 10-K for the
           year ended September 30, 1994.

  4.2      Bylaws of the registrant, incorporated by reference to Exhibit 3.2
           of the registrant's Form 10-K for the year ended September 30,
           1994.

 23.1      Consent of Coopers & Lybrand LLP, filed herewith.

 24.1      Power of Attorney, contained on the signature page to this
           Registration Statement.


ITEM 9.  UNDERTAKINGS.

     (a)  RULE 415 OFFERING.

          The Company hereby undertakes:

          (1)  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 to be filed 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, represent 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
                 registration statement;

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(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;

          (2)  That, for the purpose of determining any liability under the
          Securities 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; and


<PAGE>
<PAGE> 8
          (3)  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.

     (b)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
          REFERENCE.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                  ----------

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") 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 1933 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 registrant 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 1933 Act and will be governed by the final
adjudication of such issue.

























<PAGE>
<PAGE> 9

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Pittsburgh, Pennsylvania, on the 22nd day of
February, 1995.


                                     MATTHEWS INTERNATIONAL CORPORATION
                                     
                                     
                                     
                                  By         William M. Hauber
                                     ----------------------------------
                                     William M. Hauber, Chairman of the
                                     Board and Chief Executive Officer







































<PAGE>
<PAGE> 10

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Hauber and James L. Parker, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 22nd day of February, 1995.



William M. Hauber                        George C. Oehmler    
- -------------------------------          -------------------------------
William M. Hauber                        George C. Oehmler
Chairman of the Board and                Director
Chief Executive Officer
(Principal Executive Officer)


Thomas N. Kennedy                        John P. O'Leary, Jr. 
- -------------------------------          -------------------------------
Thomas N. Kennedy                        John P. O'Leary, Jr.
Senior Vice President, Chief             Director
Financial Officer and Treasurer
(Principal Financial and
 Accounting Officer)


Geoffrey D. Barefoot                     James L. Parker 
- -------------------------------          -------------------------------
Geoffrey D. Barefoot                     James L. Parker
Director                                 Director


Robert T. Busteed                        William J. Stallkamp 
- -------------------------------          -------------------------------
Robert T. Busteed                        William J. Stallkamp
Director                                 Director


William A. Coates                        David J. DeCarlo     
- -------------------------------          -------------------------------
William A. Coates                        David J. DeCarlo
Director                                 Director

<PAGE>
<PAGE> 11

                      MATTHEWS INTERNATIONAL CORPORATION

                      1994 Employee Stock Purchase Plan


                                 -----------


                            REGISTRATION STATEMENT
                                 ON FORM S-8


                                Exhibit Index
                                -------------

Exhibit
  No.                           Document
- -------     ------------------------------------------------
  
  4.1       Restated Articles of Incorporation of the
            registrant, incorporated herein
            by reference to Exhibit 3.1 of the
            registrant's Form 10-K for the year ended
            September 30, 1994. *

  4.2       Bylaws of the registrant,
            incorporated herein by reference
            to Exhibit 3.2 of the registrant's
            Form 10-K for the year ended
            September 30, 1994. *

 23.1       Consent of Coopers & Lybrand LLP, independent
            auditors, filed herewith.

 24.1       Power of Attorney, contained on the signature
            page to this Registration Statement.



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

*  Incorporated by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29676}]
{"company-data": {"conformed-name": "MATTHEWS INTERNATIONAL CORP", "cik": "0000063296", "assigned-sic": "3990", "irs-number": "250644320", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57795", "film-number": "95514248"}, "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
     As filed with the Securities and Exchange Commission on February 22, 1995

                                                     Registration No. 33-      
- ------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                    -----
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                                    -----

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

                 PENNSYLVANIA                           25-0644320
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)              Identification No.)

TWO NORTHSHORE CENTER, PITTSBURGH, PENNSYLVANIA           15212
   (Address of Principal Executive Offices)             (Zip Code)

                      1994 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)
                                    -----               
                           James L. Parker, Esquire
             Senior Vice President, General Counsel and Secretary
                      Matthews International Corporation
                             Two NorthShore Center
                             Pittsburgh, PA  15212
                    (Name and address of agent for service)
                                (412) 442-8200
         (Telephone number, including area code, of agent for service)
                                    -----

                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                       Proposed     Proposed
  Title of                              maximum      maximum
 securities               Amount       offering     aggregate      Amount of
    to be                  to be         price      offering     registration
 registered             registered     per share      price           fee
- ------------------------------------------------------------------------------
Class A Common Stock,
par value $1.00 per
share                   500,000 shs.    $14.25*    $7,125,000*       $2,457
- ------------------------------------------------------------------------------

* Estimated solely for the purpose of calculating the registration fee. 
Pursuant to Rules 457(h) and (c), the proposed maximum aggregate offering
price for shares which may be issued under the 1994 Employee Stock Purchase
Plan is based on the average of the high and low sales prices of the Class A
Common Stock as reported on the National Market System of the National
Association of Securities Dealers, Inc. for February 15, 1995 as quoted in THE
WALL STREET JOURNAL.
2

                                   PART II
                                         
                           INFORMATION REQUIRED IN
                           REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission (File Nos. 0-9115 and 0-24494) are incorporated in this
Registration Statement by reference and made a part of this Registration
Statement:

     (a)  The Company's latest annual report on Form 10-K filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
     (the "1934 Act");

     (b)  All other reports filed by the Company pursuant to Section 13(a) or
     15(d) of the 1934 Act since the end of the fiscal year covered by the
     annual report on Form 10-K referred to above; and

     (c)  the description of the Company's Class A Common Stock set forth in
     the Company's filed Registration Statement on Form 8-A dated July 8,
     1994.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.
3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     1.  PENNSYLVANIA BUSINESS CORPORATION LAW OF 1988.  Section 1741 of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") provides that unless
otherwise restricted in its bylaws, a business corporation shall (subject to
the limitations described below) have the power to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action
or proceeding, if such person acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe that his conduct was unlawful.  The termination of any action
or proceeding by judgment, order, settlement or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that such person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful.

     Section 1742 of the BCL provides that unless otherwise restricted in its
bylaws, a corporation shall (subject to the limitations described below) have
the power to indemnify any person who was or is a party, or is threatened to
be made a party, to any threatened, pending or completed action by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or
settlement of such action if such person acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation.  Indemnification shall not be made under Section 1742 in respect
of any claim, issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless, and only to the extent that, the court
of common pleas  of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
of common pleas or such other court shall deem proper.

     Section 1744 of the BCL provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the business
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because the indemnitee had met the applicable standard of
conduct set forth in the relevant section.  Such determination shall be made:
4
     (1)  By the board of directors of the corporation by a majority vote of a
     quorum consisting of directors who were not parties to the action or
     proceeding; or

     (2)  If such a quorum is not obtainable, or if obtainable and a majority
     vote of a quorum of disinterested directors so directs, by independent
     legal counsel in a written opinion; or

     (3)  By the shareholders.

     Notwithstanding the above, Section 1743 of the BCL provides that, to the
extent that a director, officer, employee or agent of a business corporation
has been successful on the merits or otherwise in defense of any action or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

     Section 1745 of the BCL provides that expenses (including attorneys'
fees) incurred in defending any action or proceeding may be paid by a business
corporation in advance of the final disposition of the action or proceeding
upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the corporation.

     Section 1746 of the BCL provides that the indemnification and advancement
of expenses provided by or granted pursuant to the subchapter on
indemnification shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such persons's official capacity and as to
action in another capacity while holding such office.  Section 1746 also
provides that indemnification may not be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness.  Such
indemnification may not be provided in the case of willful misconduct or
recklessness.

     Section 1747 of the BCL provides that, unless otherwise restricted in its
bylaws, a business corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify the
director, officer, employee or agent against such liability under the
provisions of the subchapter governing indemnification.  Section 1747 declares
such insurance to be consistent with the public policy of the Commonwealth of
Pennsylvania.

     Section 1750 of the BCL provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, the BCL subchapter governing
indemnification shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be director, officer, employee or
agent of the corporation and shall inure to the benefit of the heirs and
personal representatives of such director, officer, employee or agent.
5
     2.  DIRECTORS' LIABILITY ACT.  Act No. 145 of the General Assembly of the
Commonwealth of Pennsylvania, effective January 27, 1987 (the "Directors'
Liability Act") provides that the rights to indemnification provided by
Sections 1741-1750 of the BCL (see No. 1 above) shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be entitled
under any by-law, agreement, vote of shareholders or directors or otherwise,
and that rights to indemnification may be granted by a corporation under any
by-law, agreement, vote of shareholders or directors or otherwise for any
action taken or any failure to take any action whether or not the indemnified
liability arises or arose from any threatened, pending or completed action by
or in the right of the corporation, provided, however, that no rights to
indemnification may be provided in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.  The Directors' Liability Act
also provides that expenses incurred by an officer, director, employee or
agent in defending a civil or criminal action, suit or proceeding may be paid
by a corporation in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the officer,
director, employer or  agent to repay the amount advanced if it shall
ultimately be determined that the officer, director, employee or agent is not
entitled to be indemnified by the corporation.  The provisions of the
Directors' Liability Act do not, however, apply (i) to the liability of a
director under any criminal statute or for the payment of taxes, pursuant to
Federal, state or local law or (ii) to any claim against a director arising
out of his role as an officer or in any other capacity except as a director,
and they may not apply to liability imposed on a director by the Federal
securities laws or other Federal statutes.  Also, while the provisions accord
the directors protection from awards of monetary damages for breaches of the
duty of care to the Company or its subsidiaries, they do not eliminate the
duty of care of the directors as such.  Therefore, the provisions do not
affect the availability of equitable remedies such as an injunction or
rescission based upon a director's breach of the duty of care.

     3.  INDEMNIFICATION ARTICLE.  In implementation of the above-stated
provisions of Pennsylvania law, the Company's shareholders adopted an
amendment to restate Article EIGHTH to the Company's Articles of Incorporation
(the "Indemnification Article") which provides that, except as prohibited by
law every Director and officer of the Company is entitled as of right to be
indemnified by the Company against expenses and any liabilities incurred by
such person in connection with any actual or threatened claim, action, suit or
proceedings, whether civil, criminal, administrative, investigative or other,
or whether bought by or in the right of the Company or otherwise, in which the
Director of officer may be involved in any manner, as a party, witness or
otherwise, or is threatened to be made so involved, by reason of the Director
or officer being or having been a Director or officer of the Company or a
subsidiary of the Company or by reason of the fact that the Director or
officer is or was serving at the request of the Company as a director,
officer, employee, fiduciary or other representative of another company,
partnership, joint venture, trust, employee benefit plan or other entity.  The
rights to indemnification do not, however, apply (i) where any act giving rise
to a claim for indemnification for expenses or liability is determined by a
court to have constituted willful misconduct or recklessness or (ii) where
Federal law would prohibit such indemnification, and in an action brought by a
Director or officer against the Company, the Director or officer is only
entitled to indemnification for expenses in certain circumstances.  Each
Director and officer is also entitled as of right to have his expenses in
defending an action paid in advance by the Company prior to final disposition
6

of the action, provided the Company receives a written undertaking by or on
behalf of the Director or officer to repay the amount advanced if it should
ultimately be determined that the Director or officer is not entitled to be
indemnified.  In addition, rights to partial indemnification for expenses and
liability are provided in certain circumstances, and a procedure is
established under which a Director or officer may bring an action against the
Company if a written claim for indemnification or advancement of expenses is
not paid by the Company in full within 30 days after the claim has been
presented.  The Director or officer is also entitled to advancement of
expenses in this proceeding.

     Under the Indemnification Article, the Company may create a trust fund,
grant a security interest, cause a letter of credit to be issued or use other
means to ensure the payment of all sums required to be paid by the Company to
effect the indemnification provided by the Indemnification Article.  The
Company may also purchase and maintain insurance to protect itself and any
Director or officer against any expenses or liability incurred in connection
with any action, whether or not the Company would have the power to indemnify
the Director or officer against the expenses or liability by law or under the
Indemnification Article.

     The rights to indemnification and advancement of expenses provided by the
Indemnification Article are also not deemed exclusive of any other rights,
whether existing or created after the adoption of the Indemnification Article,
to which a Director or officer may be entitled under any agreement, provision
in the Articles or By-Laws of the Company, vote of shareholders or Directors
or otherwise; and the rights to indemnification and advancement of expenses
continue as to each Director or officer who has ceased to have the status
pursuant to which he was entitled to  indemnification and inure to the benefit
of the heirs and legal representatives of the Director or officer.  Any
amendment or repeal of the Indemnification Article or adoption of any By-Law
or other provision of the Articles which has the effect of limiting in any way
the rights provided by the Indemnification Article will operate prospectively
only and will not affect any action taken or failure to act, by a Director or
officer prior to such amendment, repeal, By-Law or other provision becoming
effective.

     4.  DIRECTOR AND OFFICER LIABILITY INSURANCE.  As permitted by Section
1747 of the BCL (see No. 1 above), the Company has purchased Director and
officer liability insurance covering its Directors and officers with respect
to liability which they may incur in connection with their serving as such. 
Under the insurance, the Company will receive reimbursement for amounts as to
which the Directors and officers are indemnified under the Indemnification
Article (see No. 3 above).  The insurance may also provide certain additional
coverage for the Directors and officers against certain liability even though
such liability is not subject to indemnification under the Indemnification
Article.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.
7
ITEM 8.  EXHIBITS.

Exhibit
  No.  
- -------
  4.1      Restated Articles of Incorporation of the registrant, incorporated
           by reference to Exhibit 3.1 of the registrant's Form 10-K for the
           year ended September 30, 1994.

  4.2      Bylaws of the registrant, incorporated by reference to Exhibit 3.2
           of the registrant's Form 10-K for the year ended September 30,
           1994.

 23.1      Consent of Coopers & Lybrand LLP, filed herewith.

 24.1      Power of Attorney, contained on the signature page to this
           Registration Statement.

ITEM 9.  UNDERTAKINGS.

     (a)  RULE 415 OFFERING.

          The Company hereby undertakes:

          (1)  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 to be filed 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, represent 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
                 registration statement;

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(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;

          (2)  That, for the purpose of determining any liability under the
          Securities 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; and
8
          (3)  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.

     (b)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
          REFERENCE.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                  ----------

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") 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 1933 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 registrant 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 1933 Act and will be governed by the final
adjudication of such issue.
9

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Pittsburgh, Pennsylvania, on the 22nd day of
February, 1995.

                                     MATTHEWS INTERNATIONAL CORPORATION
                                     
                                     
                                     
                                  By         William M. Hauber
                                     ----------------------------------
                                     William M. Hauber, Chairman of the
                                     Board and Chief Executive Officer
10

                              POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William M. Hauber and James L. Parker, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by
virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 22nd day of February, 1995.

William M. Hauber                        George C. Oehmler    
- -------------------------------          -------------------------------
William M. Hauber                        George C. Oehmler
Chairman of the Board and                Director
Chief Executive Officer
(Principal Executive Officer)

Thomas N. Kennedy                        John P. O'Leary, Jr. 
- -------------------------------          -------------------------------
Thomas N. Kennedy                        John P. O'Leary, Jr.
Senior Vice President, Chief             Director
Financial Officer and Treasurer
(Principal Financial and
 Accounting Officer)

Geoffrey D. Barefoot                     James L. Parker 
- -------------------------------          -------------------------------
Geoffrey D. Barefoot                     James L. Parker
Director                                 Director

Robert T. Busteed                        William J. Stallkamp 
- -------------------------------          -------------------------------
Robert T. Busteed                        William J. Stallkamp
Director                                 Director

William A. Coates                        David J. DeCarlo     
- -------------------------------          -------------------------------
William A. Coates                        David J. DeCarlo
Director                                 Director
11

                      MATTHEWS INTERNATIONAL CORPORATION

                      1994 Employee Stock Purchase Plan

                                 -----------

                            REGISTRATION STATEMENT
                                 ON FORM S-8

                                Exhibit Index
                                -------------

Exhibit
  No.                           Document
- -------     ------------------------------------------------
  
  4.1       Restated Articles of Incorporation of the
            registrant, incorporated herein
            by reference to Exhibit 3.1 of the
            registrant's Form 10-K for the year ended
            September 30, 1994. *

  4.2       Bylaws of the registrant,
            incorporated herein by reference
            to Exhibit 3.2 of the registrant's
            Form 10-K for the year ended
            September 30, 1994. *

 23.1       Consent of Coopers & Lybrand LLP, independent
            auditors, filed herewith.

 24.1       Power of Attorney, contained on the signature
            page to this Registration Statement.

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

*  Incorporated by reference.