MATTHEWS INTERNATIONAL CORP — Director's Dealing 2003

Dec 17, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATTHEWS INTERNATIONAL CORP (MATW)
CIK: 0000063296
Period of Report: 2003-12-15

Reporting Person: KELLY DAVID M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-15	Class A Common Stock	M	4600	$13.98	Acquired	154174	Direct
2003-12-15	Class A Common Stock	S	4600	$28.68	Disposed	154174	Direct
2003-12-16	Class A Common Stock	M	4600	$13.98	Acquired	154174	Direct
2003-12-16	Class A Common Stock	S	4600	$27.31	Disposed	154174	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-15	Employee Stock Option	$28.58	A	120000	Acquired	2013-12-15	Class A Common Stock (120000)	Direct
2003-12-15	Employee Stock Option	$13.98	M	4600	Disposed	2009-03-16	Class A Common Stock (4600)	Direct
2003-12-16	Employee Stock Option	$13.98	M	4600	Disposed	2009-03-16	Class A Common Stock (4600)	Direct

Footnotes

F1: Date first exercisable. Subject to the agreement entered into under the Company's 1992 Stock Incentive Plan, in general, the options vest in increments of one-third upon the stock price of the Company reaching 110%; 133% and 160% of the exercise price for ten consecutive trading days, respectively.

F2: Date last exercisable in accordance with such agreement.