BY-LAWS

                                       OF

                            ARROW INTERNATIONAL, INC.

                           A PENNSYLVANIA CORPORATION



                      (AS AMENDED THROUGH OCTOBER 27, 2004)





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                                   BY-LAWS OF

                            ARROW INTERNATIONAL, INC.

                      (As Amended Through October 27, 2004)



                               ARTICLE I - OFFICES



        1.1.    REGISTERED OFFICE. The registered office of the corporation

shall be at 3000 Bernville Road, Reading, Pennsylvania 19612.



        1.2.    OTHER OFFICES. The corporation may also have offices at such

other places as the Board of Directors may from time to time appoint or the

business of the corporation may require.



                                ARTICLE II - SEAL



        2.1.    SEAL. The corporate seal shall have inscribed thereon the name

of the corporation, the year of its organization and the words "Corporate Seal,

Pennsylvania."



                      ARTICLE III - SHAREHOLDERS' MEETINGS



        3.1.    PLACE OF MEETINGS. Meetings of the shareholders shall be held at

the office of the corporation at 3000 Bernville Road, Reading, Pennsylvania

19612, or at such other place or places, either within or without the

Commonwealth of Pennsylvania, as the Board of Directors may designate from time

to time.



        3.2.    ANNUAL MEETINGS. The annual meeting of the shareholders shall be

held each year on such day and at such time as the Board of Directors may

designate, or, if not so designated, on the first Monday of February in each

year if not a legal holiday, and if a legal holiday, then on the first following

business day which is not a legal holiday, at 10:00 A.M. At such annual meeting,

the shareholders shall elect a Board of Directors and transact such other

business as may properly be brought before the meeting. If the annual meeting

shall not be called and held within six months after the designated time, any

shareholder may call such meeting at any time thereafter.



        3.3.    SPECIAL MEETINGS. Special meetings of the shareholders may be

called at any time by the Chairman of the Board or the Board of Directors. The

shareholders shall not be entitled to call a special meeting of the

shareholders, except when such right is expressly granted by statute and not

permitted to be modified by the Articles of Incorporation and these By-laws. At

any time, upon written request of any person or persons who have duly called a

special meeting, it shall be the duty of the Secretary to fix the date and time

of the meeting which, if the meeting is called pursuant to a statutory right,

shall be held not more than sixty days after the receipt of the request, and to

give due notice thereof. If the Secretary shall neglect or refuse to fix the

date of the meeting and give notice thereof, the person or persons calling the

meeting may do so. Business transacted at all special meetings shall be confined

to the objects stated in the call and matters germane thereto, unless all

shareholders entitled to vote are present and consent.



        3.4.    NOTICE. Written notice of any annual or special meeting of

shareholders, stating the time and place, and in the case of a special meeting

the general nature of the business to be transacted, shall be given to each

shareholder entitled to vote thereat at least ten days prior to the meeting,

unless a greater period of notice is required by statute in a particular case.



        3.5.    QUORUM. The presence, in person or by proxy, of shareholders

entitled to cast at least a majority of the votes which all shareholders are

entitled to cast on the particular matter shall constitute a quorum for the

purpose of considering and acting upon such matter. The shareholders present at

a duly organized meeting can continue to do business until adjournment,

notwithstanding the withdrawal of enough shareholders to leave less than a

quorum.



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Adjournment or adjournments of any annual or special meeting may be taken, but

any meeting at which directors are to be elected shall be adjourned only from

day to day, or for such longer periods not exceeding fifteen days each as may be

directed by shareholders who are present in person or by proxy and who are

entitled to cast at least a majority of the votes which all such shareholders

would be entitled to cast at an election of directors, until such directors have

been elected; provided, however, that if the corporation is a "registered

corporation" as defined in ss.2502 of the Pennsylvania Business Corporation Law,

any annual or special meeting of the shareholders, including one at which

directors are to be elected, may be adjourned for such period as the

shareholders present and entitled to vote shall direct. If a meeting cannot be

organized because a quorum has not attended, those present may, except as

otherwise provided by statute, adjourn the meeting to such time and place as

they may determine, but in the case of any meeting called for the election of

directors, those who attend the second of such adjourned meetings, although less

than a quorum, shall nevertheless constitute a quorum for the purpose of

electing directors.



        3.6     VOTING. Except as otherwise provided herein with respect to the

election of directors, or as otherwise provided by statute, whenever any

corporate action is to be taken by vote of the shareholders of the corporation,

it shall be authorized upon receiving the affirmative vote of a majority of the

votes cast by all shareholders entitled to vote thereon and if any shareholders

are entitled to vote thereon as a class, upon receiving the affirmative vote of

a majority of the votes cast by the shareholders entitled to vote as a class. In

elections for directors, voting need not be by ballot unless required by vote of

the shareholders before the voting for election of directors begins, and the

candidates for director receiving the highest number of votes from each class or

group of classes, if any, entitled to elect directors separately up to the

number of directors to be elected by the class or group of classes shall be

elected.



        3.7     PROCEDURES. At each meeting of shareholders, the Chairman of the

Board, or in his absence or inability to act, such other person as the Board of

Directors may have designated, shall call to order and act as the presiding

officer of the meeting. The Secretary or, in his absence or inability to act,

the person whom the presiding officer of the meeting shall appoint secretary of

the meeting shall act as secretary of the meeting and keep the minutes thereof.

The order of business, the procedure and rules of conduct at all meetings of the

shareholders shall be as determined by the presiding officer of the meeting,

unless otherwise prescribed by these By-laws or by law or regulation. No share

shall be voted at the meeting upon which any installment is due and unpaid.

Shareholders shall not be permitted to participate in any meeting of the

shareholders by means of conference telephone or similar communicating equipment

by means of which all persons participating in the meeting can hear each other.



        3.8.    PROXIES. Every shareholder entitled to vote at a meeting of

shareholders may authorize another person or persons to act for him by proxy.

Every proxy shall be executed or authenticated by the shareholder, or by his

duly authorized attorney-in-fact, and filed with or transmitted to the Secretary

of the corporation or his designated agent. A shareholder or his duly authorized

attorney-in-fact may execute or authenticate a writing or transmit an electronic

message authorizing another person to act for him by proxy. A proxy which is a

telegram, telex, cablegram, datagram, email, Internet communication or other

means of electronic transmission from a shareholder or attorney-in-fact, or a

photographic, facsimile or similar reproduction of a writing executed by a

shareholder or attorney-in-fact may be treated as properly executed or

authenticated for purposes of this Section 3.8 and shall be so treated if such

proxy sets forth or utilizes a confidential and unique identification number or

other mark furnished by the



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corporation to the shareholder for the purposes of a particular meeting or

transaction. A proxy, unless coupled with an interest, shall be revocable at

will, notwithstanding any other agreement or any provision in the proxy to the

contrary, but the revocation of a proxy shall not be effective until notice

thereof has been given to the Secretary of the corporation or its designated

agent in writing or by electronic transmission. An unrevoked proxy shall not be

valid after three years from the date of its execution, authentification or

transmission unless a longer time is expressly provided therein. A proxy shall

not be revoked by the death or incapacity of the maker unless, before the vote

is counted or the authority is exercised, written notice of such death or

incapacity is given to the Secretary of the corporation or its designated agent.

A shareholder shall not sell his vote or execute a proxy to any person for any

sum of money or anything of value. A proxy coupled with an interest shall

include an unrevoked proxy in favor of a creditor of a shareholder and such

proxy shall be valid so long as the debt owed by him to the creditor remains

unpaid.



        3.9.    JUDGES OF ELECTION. In advance of any meeting of shareholders,

the Board of Directors may appoint judges of election, who need not be

shareholders, to act at such meeting or any adjournment thereof. If judges of

election are not so appointed, the presiding officer of any such meeting may,

and on the request of any shareholder or his proxy shall, make such appointment

at the meeting. The number of judges shall be one or three. If appointed at a

meeting on the request of one or more shareholders or proxies, the majority of

shares present and entitled to vote shall determine whether one or three judges

are to be appointed. In case any person appointed as a judge fails to appear or

fails or refuses to act, the vacancy may be filled by appointment made by the

Board of Directors in advance of the convening of the meeting or at the meeting

by the presiding officer of such meeting. The judges of election shall determine

the number of shares outstanding and the voting power of each, the shares

represented at the meeting, the existence of a quorum and the authenticity,

validity and effect of proxies, receive votes or ballots, hear and determine all

challenges and questions in any way arising in connection with the right to

vote, count and tabulate all votes, determine the result and do such acts as may

be proper to conduct the election or vote with fairness to all shareholders. If

there are three judges of election, the decision, act or certificate of a

majority shall be effective in all respects as the decision, act or certificate

of all. On request of the presiding officer of the meeting, or of any

shareholder or his proxy, the judges shall make a report in writing of any

challenge or question or matter determined by them, and execute a certificate of

any fact found by them. No person who is a candidate for office shall act as a

judge.

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