SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                   FORM 10-Q/A



              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


       For the Quarter
Ended January 31, 1995                          Commission File Number 0-12448




                         FLOW INTERNATIONAL CORPORATION




Incorporated in Delaware                        I.R.S. Employer No. 91-1104842



                             Post Office Box 97040
                          Kent, Washington  98064-9740
                                 (206) 850-3500











Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.      Yes  X    No_____ 

The number of shares of common stock outstanding as of February 28, 1995: 
14,299,243 shares.