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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Arrow International, Inc.
----------------------------
(Name of Issuer)
Common Stock, No Par Value
-----------------------------
(Title of Class of Securities)
042764100
-----------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
SEC 1745 (2-95)
CUSIP No.042764100 Page 2 of 4 Pages
--------- --- ---
13G
- ------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert L. McNeil, Jr.
###-##-####
- ------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) / /
(b) / /
- ------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 2,231,844
BENEFICIALLY -----------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 117,800
REPORTING -----------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 2,231,844
-----------------------------------------
8. SHARED DISPOSITIVE POWER
117,800
- ------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,349,644 (See item 4)
- ------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
/ /
- ------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
- ------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
This Statement contitutes Amendment No. 5 to the Statement on
Schedule 13G filed by the undersigned with the Securities and
Exchange Commission ("SEC") on February 15, 1993, as amended in
February 1994, February 1995, February 1996 and February 1997
(the "Schedule 13G"), with respect to the Common Stock, No Par
Value, of Arrow International, Inc. a Pennsylvania Corporation,
pursuant to SEC Rule 13d-1(c).
Other than as set forth herein, there has been no change in the
information reported in the Schedule 13G.
Item 4. Ownership
---------
Mr. McNeil's response to Item 4 of the Schedule 13G is
hereby amended and supplemented by the following:
(a) Total Amount Beneficially Owned: 2,349,644*
---------
(b) Percent of Class: 10.1%
----
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote 2,231,844
---------
(ii) shared power to vote or to
direct the vote 117,800*
-------
(iii) sole power to dispose or to
direct the disposition of 2,231,844
---------
(iv) shared power to dispose or to
direct the disposition of 117,800*
-------
* Respresents 117,800 shares held by a charitable foundation of which
Mr. McNeil is the president and one of four directors who have shared
power to vote and dispose of such shares. Excludes 2,312,247 shares held
by Kingsley & Co., as nominee for the Robert L. McNeil, Jr. 1983 Intervivos
Trust, of which Mr. McNeil was the grantor for the benefit of Mr. McNeil
and his lineal descendants. Mr. McNeil disclaims beneficial ownership of
the shares held in such trust.
Page 3 of 4 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
March 5, 1998
/s/ Robert L. McNeil, Jr.
-------------------------
Robert L. McNeil, Jr.
Page 5 of 5 pages
