FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Walters Brian D 2. Date of Event Requiring Statement (Month/Day/Year) 02/19/2009 3. Issuer Name and Ticker or Trading Symbol MATTHEWS INTERNATIONAL CORP [MATW] (Last) (First) (Middle) TWO NORTHSHORE CENTER 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) V.P. and General Counsel 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PITTSBURGH, PA 15212 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Stock 6,704 (1) (2) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	11/16/2008(3)	11/16/2015(4)	Class A Common Stock	12,500	$ 37.285	D	Â
Employee Stock Option	11/15/2009	11/15/2016	Class A Common Stock	8,000	$ 40.555	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Walters Brian D TWO NORTHSHORE CENTER PITTSBURGH, PA 15212	Â	Â	  V.P. and General Counsel	Â

Signatures

Brian D. Walters		02/27/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 2,750 shares of restricted stock under the Company's 1992 Stock Incentive Plan, subject to the agreement entered into under the Plan. In general, 1,650 shares vest on November 12, 2010 subject to continuing employment at that time. Of the remaining shares, 550 shares and 550 shares, respectively, vest upon the stock price of the Company reaching 125% and 140% of the price of the Company's common stock on November 12, 2007 for ten consecutive trading days, subject to continuing employment at that time. Shares that do not achieve the stock price thresholds on or before November 12, 2012 will be forfeited.
(2)	Includes 3,600 shares of restricted stock under the Company's 2007 Equity Incentive Plan, subject to the agreement entered into under the Plan. In general, 50% of the shares vest on November 12, 2011, subject to continuing employment at that time. The remaining 50% of the shares vest in increments of one-third upon the stock price of the Company reaching 110%, 125% and 140% of the price of the Company's common stock on the date of the award for ten consecutive trading days, respectively, and in any event no earlier than one year from the date of the grant, subject to continuing employment at that time. Shares that do not achieve the stock price thresholds on or before November 12, 2013 will be forfeited.
(3)	Date first exercisable. Subject to the agreements entered into under the Company's 1992 Stock Incentive Plan, in general, the options vest in increments of one-third upon the later to occur of three, four and five years, respectively, from the grant date, and the stock price of the Company reaching 110%. 133% and 160% of the exercise price for ten consecutive trading days, respectively.
(4)	Date last exercisable in accordance with such agreement.

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