================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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

                                       or

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


For the quarter ended: October 31, 1998         Commission file number 001-07763



                               MET-PRO CORPORATION
             (Exact name of registrant as specified in its charter)



                        Delaware                         23-1683282
           (State or other jurisdiction of            (I.R.S. Employer
            incorporation or organization)             Identification No.)

          160 Cassell Road, P.O. Box 144
            Harleysville, Pennsylvania                      19438
     (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (215) 723-6751





     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 and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X  No
                                      ---   ---



     The number of shares  outstanding  of the  Registrant's  common  stock (par
value $0.10 per share) is 6,849,798 (as of October 31, 1998).



================================================================================




<PAGE>




                                                       MET-PRO CORPORATION



                                                              INDEX


PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

   Item 1.   Financial Statements
<S>  <C>                                                                                                       <C>

     Condensed consolidated balance sheet as of
          October 31, 1998 and January 31, 1998...............................................................  2
     Condensed consolidated statement of operations for the nine-month
          and three-month periods ended October 31, 1998 and 1997.............................................  3
     Condensed consolidated statement of stockholders' equity for the
          nine-month periods ended October 31, 1998 and 1997..................................................  4
     Condensed consolidated statement of cash flows for the nine-month
          periods ended October 31, 1998 and 1997.............................................................  5
     Notes to condensed consolidated financial statements.....................................................  6
     Report on review by independent accountants..............................................................  8

   Item 2.   Management's discussion and analysis of financial condition
               and results of operations......................................................................  9


PART II - OTHER INFORMATION

   Item 6(b). Reports on Form 8-K............................................................................. 13

SIGNATURES.................................................................................................... 14
</TABLE>






















                                                                -1-


<PAGE>
<TABLE>
<CAPTION>



                                                       MET-PRO CORPORATION

                                              CONDENSED CONSOLIDATED BALANCE SHEET

                                                          (unaudited)


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements


                                                                                October 31,                January 31,
ASSETS                                                                             1998                       1998
----------------------------------------------------------------------------------------------------------------------
Current assets
<S>                                                                            <C>                        <C>        
  Cash and cash equivalents                                                    $ 6,381,419                $11,253,380
  Accounts receivable, net of allowance for doubtful
     accounts of approximately $417,000 and
     $280,000, respectively                                                     13,803,943                 10,664,310
  Notes receivable, ESOT                                                                --                    200,000
  Inventories - Note 4                                                          15,364,173                 12,210,749
  Prepaid expenses, deposits and other current assets                            2,149,142                    723,965
  Deferred income taxes                                                          1,014,856                  1,014,856
----------------------------------------------------------------------------------------------------------------------
      Total current assets                                                      38,713,533                 36,067,260

Property, plant and equipment, net                                              14,132,655                 13,787,596
Costs in excess of net assets of businesses acquired, net                       19,451,424                  7,198,915
Other assets                                                                     1,041,540                    930,469
----------------------------------------------------------------------------------------------------------------------
      Total assets                                                             $73,339,152                $57,984,240
======================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
----------------------------------------------------------------------------------------------------------------------
Current liabilities
  Current portion of long-term debt                                            $ 2,097,995                $ 1,441,964
  Accounts payable                                                               5,153,024                  2,648,943
  Accrued salaries, wages and expenses                                           6,832,367                  6,523,442
  Payroll and other taxes payable                                                   54,826                      5,746
  Customers' advances                                                            1,266,170                    647,450
----------------------------------------------------------------------------------------------------------------------
      Total current liabilities                                                 15,404,382                 11,267,545

Long-term debt                                                                  12,442,778                  2,242,047
Other non-current liabilities                                                      308,888                    249,037
Deferred income taxes                                                              363,638                    384,782
----------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                         28,519,686                 14,143,411
----------------------------------------------------------------------------------------------------------------------

Stockholders' equity
  Common stock, $.10 par value;  18,000,000 shares
   authorized,  7,138,625 shares issued at both 
   dates, of which 288,827 and 145,152 shares were
   reacquired and held in treasury at the respective dates                         713,862                    713,862
  Additional paid-in capital                                                     7,508,748                  7,868,357
  Retained earnings                                                             40,852,765                 37,667,872
  Accumulated other comprehensive income                                           (11,468)                  (219,015)
  Treasury stock, at cost                                                       (4,244,441)                (2,190,247)
----------------------------------------------------------------------------------------------------------------------
      Net stockholders' equity                                                  44,819,466                 43,840,829
----------------------------------------------------------------------------------------------------------------------
      Total liabilities and stockholders' equity                               $73,339,152                $57,984,240
======================================================================================================================
</TABLE>


See accompanying notes to condensed consolidated financial statements.

                                        
                                                                -2-


<PAGE>
<TABLE>
<CAPTION>


                                                       MET-PRO CORPORATION

                                         CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                                                          (unaudited)




                                                       Nine Months Ended                         Three Months Ended
                                                          October 31,                                October 31,
                                                   1998                  1997                 1998                 1997
-----------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                   <C>                  <C>                   <C>         
Net sales                                       $46,617,291           $47,044,874          $17,087,560           $16,265,312

Cost of goods sold                               29,274,180            29,819,916           10,908,351            10,395,355
-----------------------------------------------------------------------------------------------------------------------------

Gross profit                                     17,343,111            17,224,958            6,179,209             5,869,957
-----------------------------------------------------------------------------------------------------------------------------

Operating expenses

  Selling                                         4,219,151             4,154,327            1,513,383             1,376,222

  General and administrative                      5,190,958             5,064,864            1,912,917             1,647,870
-----------------------------------------------------------------------------------------------------------------------------
                                                  9,410,109             9,219,191            3,426,300             3,024,092
-----------------------------------------------------------------------------------------------------------------------------

Income from operations                            7,933,002             8,005,767            2,752,909             2,845,865

Other income, net                                   478,504               757,283              142,180               202,214
-----------------------------------------------------------------------------------------------------------------------------

Income before taxes                               8,411,506             8,763,050            2,895,089             3,048,079

Provision for taxes                               3,126,044             3,417,589            1,100,133             1,188,750
-----------------------------------------------------------------------------------------------------------------------------

Net income                                      $ 5,285,462           $ 5,345,461          $ 1,794,956           $ 1,859,329
=============================================================================================================================

Earnings per share, basic (1)                          $.76                  $.76                 $.26                  $.26

Earnings per share, diluted (2)                        $.76                  $.75                 $.26                  $.26

Cash dividend per share - declared (3)                 $.30                  $.27                 $ --                  $ --

Cash dividend per share - paid (3)                     $.30                  $.27                 $ --                  $ --
=============================================================================================================================
</TABLE>

(1)  Basic  earnings  per share are based upon the  weighted  average  number of
     common shares  outstanding  of 6,936,273  and  7,066,915 in the  nine-month
     periods  ended October 31, 1998 and 1997,  respectively,  and 6,947,502 and
     7,067,952  in the  three-month  periods  ended  October  31, 1998 and 1997,
     respectively.

(2)  Diluted  earnings per share are based upon the weighted  average  number of
     common shares  outstanding  of 6,986,611  and  7,158,798 in the  nine-month
     periods  ended October 31, 1998 and 1997,  respectively,  and 6,999,652 and
     7,158,934  in the  three-month  periods  ended  October  31, 1998 and 1997,
     respectively.

(3)  On February 23, 1998,  the Company  declared a $.30 per share cash dividend
     payable on April 24, 1998 to  shareholders  of record on April 10, 1998. On
     February 24, 1997,  the Company  declared a cash dividend of $.27 per share
     payable  on April 25,  1997 to  shareholders  of record on April 11,  1997.
     

See accompanying notes to condensed consolidated financial statements.



                                                                -3-
<PAGE>
<TABLE>
<CAPTION>



                                                       MET-PRO CORPORATION

                                    CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                          (unaudited)



                                                                                  Accumulated
                                                      Additional                     Other
                                          Common       Paid-in       Retained    Comprehensive      Treasury
                                          Stock        Capital       Earnings    Income/(Loss)       Stock            Total
-------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>           <C>             <C>            <C>              <C>        
Balances, January 31, 1998              $713,862     $7,868,357    $37,667,872    $(219,015)      ($2,190,247)     $43,840,829

Comprehensive income:
  Net income                                                         5,285,462
  Foreign currency translation                                                      207,547

     Total comprehensive income                                                                                      5,493,009

Dividends paid, $.30 per share                                      (2,100,569)                                     (2,100,569)

Stock option transactions                              (359,609)                                      721,837          362,228
Purchase of 191,400 shares of                                                                      (2,776,031)      (2,776,031)
   treasury stock
-------------------------------------------------------------------------------------------------------------------------------
Balances, October 31, 1998              $713,862     $7,508,748    $40,852,765     ($11,468)      ($4,244,441)     $44,819,466
===============================================================================================================================



                                                                                  Accumulated
                                                      Additional                     Other
                                          Common       Paid-in       Retained    Comprehensive      Treasury
                                          Stock        Capital       Earnings    Income/(Loss)       Stock            Total
-------------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 1997              $713,862     $8,260,289    $32,467,223      $19,121       ($1,107,569)     $40,352,926

Comprehensive income:                    
  Net income                                                         5,345,461
  Foreign currency translation                                                     (122,560)

     Total comprehensive income                                                                                      5,222,901

Dividends paid, $.27 per share                                      (1,915,832)                                     (1,915,832)

Stock option transactions                              (388,952)                                    1,023,691          634,739
Purchase of 72,000 shares of                                                                       (1,106,476)      (1,106,476)
   treasury stock
-------------------------------------------------------------------------------------------------------------------------------
Balances, October 31, 1997              $713,862     $7,871,337    $35,896,852    ($103,439)      ($1,190,354)     $43,188,258
===============================================================================================================================
</TABLE>

See accompanying notes to condensed consolidated financial statements.













                                                                -4-


<PAGE>
<TABLE>
<CAPTION>



                                                       MET-PRO CORPORATION

                                          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                                          (unaudited)

                                                                                            Nine Months Ended
                                                                                               October 31,
                                                                                   1998                       1997
----------------------------------------------------------------------------------------------------------------------
                                         INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<S>                                                                            <C>                        <C>        
Net cash provided by operating activities                                      $ 5,521,373                $ 5,824,959
----------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
  Proceeds from sale of property and equipment                                       6,600                    681,819
  Acquisitions of property and equipment                                          (989,647)                (1,052,544)
  Acquisitions of other intangibles                                               (412,856)                        --
  Payment for purchase of Flex-Kleen                                           (15,367,221)                        --
----------------------------------------------------------------------------------------------------------------------
      Net cash (used in) investing activities                                  (16,763,124)                  (370,725)
----------------------------------------------------------------------------------------------------------------------

Cash flows from financing activities                       
  Proceeds from new borrowings                                                  12,000,000                         --
  Reduction of debt                                                             (1,143,238)                (1,187,691)
  Exercise of stock options                                                        362,228                    512,145
  Payment of dividends                                                          (2,100,569)                (1,915,832)
  Purchase of treasury shares                                                   (2,776,031)                (1,106,476)
----------------------------------------------------------------------------------------------------------------------
      Net cash provided by (used in) financing activities                        6,342,390                 (3,697,854)
----------------------------------------------------------------------------------------------------------------------

Effect of exchange rate changes on cash                                             27,400                    (46,338)
----------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                            (4,871,961)                 1,710,042

Cash and cash equivalents at February 1                                         11,253,380                  9,070,976
----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at October 31                                        $ 6,381,419                $10,781,018
======================================================================================================================




                                                SUPPLEMENTAL CASH FLOW INFORMATION
                                         

Cash paid during the period for:

   Interest                                                                    $   186,391                $   245,541
   Income taxes                                                                $ 3,328,384                $ 3,271,657
======================================================================================================================
</TABLE>

See accompanying notes to condensed consolidated financial statements.






                                                                -5-

<PAGE>



                               MET-PRO CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1 - PRINCIPLES OF CONSOLIDATION

The condensed  consolidated financial statements include the accounts of Met-Pro
Corporation  and  its  wholly  owned   subsidiaries   Strobic  Air  Corporation,
Flex-Kleen  Canada  Inc.,  and  Mefiag  B.V.  (collectively   "Met-Pro"  or  the
"Company"),  All significant  intercompany  accounts and transactions  have been
eliminated in consolidation.

NOTE 2 - BASIS OF PRESENTATION

In the opinion of management,  the accompanying  unaudited  condensed  financial
statements  contain all  adjustments  necessary to present  fairly the financial
position as of October 31, 1998 and the results of operations for the nine-month
and  three-month  periods ended October 31, 1998 and 1997,  and the statement of
stockholders'  equity and the statement of cash flows for the nine-month periods
then ended. The results of operations for the nine-month and three-month periods
ended  October  31,  1998 are not  necessarily  indicative  of the results to be
expected for the full year. These condensed  consolidated  financial  statements
should be read in conjunction with the audited consolidated financial statements
and notes thereto  contained in the Company's Annual Report on Form 10-K for the
year ended January 31, 1998.

In June 1997,  the  Financial  Accounting  Standards  Board (the "FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income".  The Company  adopted SFAS No. 130 in the three-  months
ended April 30, 1998. This standard  expands or modifies  disclosures and has no
impact on the Company's  consolidated results of operations,  financial position
or cash flows.

In June 1997,  the FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related Information".  SFAS No. 131 establishes standards for the
way public business  enterprises report information about segments in annual and
interim financial reports issued to shareholders.  It also establishes standards
for related disclosures about products and services,  geographic areas and major
customers.  SFAS No. 131 is effective for financial  statements for fiscal years
beginning  after December 15, 1997.  Financial  statement  disclosures for prior
periods are required to be restated. Met-Pro is in the process of evaluating the
disclosure  requirements.  The  adoption  of SFAS No. 131 will have no impact on
Met-Pro's consolidated results of operations, financial position or cash flows.

In February 1998, the FASB issued SFAS No. 132,  "Employer's  Disclosures  about
Pensions and Other Postretirement  Benefits". SFAS No. 132 establishes standards
for the disclosures of pension and other  postretirement  benefit plans. It does
not change the measurement and recognition  standards for those plans,  but does
revise and replace the prior disclosure requirements.  SFAS No. 132 is effective
for  fiscal  years  beginning  after  December  15,  1997.  Financial  statement
disclosures  for prior  periods are required to be  restated.  Met-Pro is in the
process of evaluating the disclosure requirements.  The adoption of SFAS No. 132
will have no impact on Met-Pro's  consolidated results of operations,  financial
position or cash flows.







                                       -6-


<PAGE>



                               MET-PRO CORPORATION

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE 3 - ACQUISITION OF BUSINESS

On October 29,  1998,  the  Company,  pursuant to an Asset  Purchase  Agreement,
purchased all of the operating  assets of Flex-Kleen  Corporation and Flex-Kleen
Canada Limited (collectively "Flex-Kleen") for a purchase price of approximately
$15,000,000 together with the assumption of ordinary business  liabilities.  The
acquisition  was  accounted  for  as a  purchase  transaction.  Flex-Kleen  is a
manufacturer  of dry  particulate  collectors  that  are used  primarily  in the
process of  manufacturing  food  products  and  pharmaceuticals.  The  condensed
consolidated  statement of operations for the nine-months and three-months ended
October 31, 1998  includes the  operations  of  Flex-Kleen  for the period since
October 1, 1998.

The  acquisition was completed by a cash payment of  approximately  $15,000,000,
plus acquisition costs, which resulted in approximately $12,200,000 of goodwill.
A bank loan totalling  $12,000,000  having a ten-year term with a fixed interest
rate swap of 5.98% was used to finance the  acquisition.  Payments of  principal
and interest are payable on a quarterly basis.

On a pro-forma  basis,  consolidated  results of operations  for the  nine-month
periods  ended  October  31,  1998 and 1997 would have been as  follows,  if the
acquisition had been made as of February 1, 1998 and February 1, 1997:
<TABLE>
<CAPTION>


                                                         Nine Months Ended
                                                            October 31,
                                                       1998             1997
--------------------------------------------------------------------------------
<S>                                                 <C>             <C>  

Net sales                                           $58,542,291     $61,190,874
Income before taxes on income                         9,249,543       9,599,621
Net income                                            5,804,946       5,855,769

Earnings per share, basic                           $       .84     $       .83
Earnings per share, diluted                         $       .83     $       .82


NOTE 4 - INVENTORIES

Inventories consisted of the following:

                                                    October 31,      January 31,
                                                       1998             1998
                                                   -------------    ------------
  Raw material                                      $ 7,009,286     $ 5,570,663
  Work in progess                                     2,518,536       2,001,618
  Finished goods                                      5,836,351       4,638,468
                                                   -------------    ------------

                                                    $15,364,173     $12,210,749
                                                   =============    ============
</TABLE>

NOTE 5 - ACCOUNTANTS' 10-Q REVIEW

Margolis & Company P.C., the Company's auditors,  has performed a limited review
of the  financial  information  included  herein.  Their  report on such  review
accompanies this filing.



                                       -7-
<PAGE>



                        REPORT OF INDEPENDENT ACCOUNTANTS





To the Board of Directors
Met-Pro Corporation and its Wholly Owned Subsidiaries
Harleysville, Pennsylvania

We have  reviewed  the  accompanying  condensed  consolidated  balance  sheet of
Met-Pro Corporation and its wholly owned subsidiaries as of October 31, 1998 and
the related condensed  consolidated  statements of operations for the nine-month
and three-month periods ended October 31, 1998 and 1997 and stockholders' equity
and cash flows for the nine-month periods ended October 31, 1998 and 1997. These
financial statements are the responsibility of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the consolidated balance sheet as of January 31, 1998 and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the year then ended (not presented herein); and in our report dated February 19,
1998, we expressed an unqualified opinion on those financial statements.  In our
opinion,  the information set forth in the accompanying  condensed  consolidated
balance sheet as of January 31, 1998 is fairly stated, in all material respects,
in relation to the balance sheet from which it has been derived.






                                                    /s/ Margolis & Company P.C.
                                                    ----------------------------
                                                    Certified Public Accountants


Bala Cynwyd, Pennsylvania
November 19, 1998
















                                       -8-


<PAGE>



                               MET-PRO CORPORATION


Item 2.  Management's  Discussion  and Analysis of the  Financial  Condition and
         Results of Operations


Results of Operations:

  Nine-months Ended October 31, 1998 vs Nine-months Ended October 31, 1997

Net sales for the  nine-month  period  ended  October 31, 1998 were  $46,617,291
compared to  $47,044,874  for the  nine-month  period ended  October 31, 1997, a
decrease of  $427,583.  The sales  decrease can be  attributed  to the impact of
economic  conditions  in the  Pacific  Rim  countries,  especially  in the Fluid
Handling  Equipment  segment  and  the  timing  of  shipments  due  to  contract
requirements  in the Pollution  Control  Systems and Allied  Equipment  segment.
These  factors  were  somewhat  offset  by  the  impact  of the  acquisition  of
Flex-Kleen Corporation and Flex-Kleen Canada Limited (collectively "Flex-Kleen")
whose operations are included effective October 1, 1998.

The  backlog  of  orders  on  hand  from  operations  prior  to  the  Flex-Kleen
acquisition  was 66.1%  higher  compared to the backlog at the  beginning of the
fiscal year. With the addition of Flex-Kleen orders on hand totaled  $15,659,374
at October 31, 1998 or 154.9% higher compared to the backlog at the beginning of
the fiscal year.  This does not include an  additional  $5,538,708  of orders in
house at October 31,  1998  compared  to  $3,517,559  at January 31, 1998 which,
according to our longstanding  policy, are not included in the backlog until, as
engineered products, complete drawings have been approved.

Net income for the  nine-month  period  ended  October 31,  1998 was  $5,285,462
compared to  $5,345,461  for the  nine-month  period  ended  October 31, 1997, a
slight decrease of $59,999. The decrease in net income is related to lower sales
volume in the  Fluid  Handling  Equipment  segment  offset by the  impact of the
acquisition of Flex-Kleen.

The gross  margin for the  nine-month  period  ended  October 31, 1998 was 37.2%
compared to 36.6% for the same period last year. The improvement in gross margin
can be attributed to a combination  of improved  capacity  utilization,  product
mix, and production efficiencies in both segments.

Selling expense increased $64,824 during the nine-month period ended October 31,
1998 compared to the same period last year.  Selling  expense as a percentage of
net sales was 9.1% for the  nine-month  period ended  October 31, 1998, a slight
increase compared to the nine-month period ended October 31, 1997.

General and  administrative  expense was $5,190,958  for the  nine-month  period
ended October 31, 1998 compared to $5,064,864  for the same period last year, an
increase of $126,094. The increase was due mainly to additional costs associated
with  the  Flex-Kleen  acquisition.  General  and  administrative  expense  as a
percentage  of net sales was 11.1% for the  nine-month  period ended October 31,
1998, a slight  increase  compared to the  nine-month  period ended  October 31,
1997.

Other income,  net,  decreased  $278,779 for the nine-month period ended October
31, 1998 compared to the prior nine-month period. This is principally due to the
gain on the sale of the former Strobic Air Corporation  facility included in the
nine-month period ended October 31, 1997.

The effective tax rate for the nine-month period ended October 31, 1998 as 37.2%
compared to 39.0% for the nine-month period ended October 31, 1997.

  Three-months Ended October 31, 1998 vs Three-months Ended October 31, 1997

Net sales for the  three-month  period ended  October 31, 1998 were  $17,087,560
compared to $16,265,312  for the  three-month  period ended October 31, 1997, an
increase of $822,248 or 5.1%.  The sales increase can be attributed to improving
sales within our Pollution Control Systems and Allied Equipment segment, and the
acquisition  of  Flex-Kleen,  offset  by the lower  sales in the Fluid  Handling
Equipment segment.



                                       -9-


<PAGE>



                               MET-PRO CORPORATION


Item 2.  Management's  Discussion  and Analysis of the  Financial  Condition and
         Results of Operations continued...


Net income for the  three-month  period  ended  October 31, 1998 was  $1,794,956
compared to  $1,859,329  for the  three-month  period ended  October 31, 1997, a
decrease of $64,373 or 3.5%.  The decrease in net income is related to the lower
sales volume in the Fluid Handling Equipment segment offset by the impact of the
acquisition of Flex-Kleen.

The gross margin for the  three-month  period ended October 31, 1998 was 36.2% a
slight increase compared to 36.1% for the same period last year.

Selling expenses  increased $137,161 during the three-month period ended October
31, 1998  compared to the same period last year.  As a percentage  of net sales,
selling expense  increased to 8.9% for the three-month  period ended October 31,
1998 from 8.5% for the three-month  period ended October 31, 1997. This increase
is primarily related to the Flex-Kleen acquisition.

General and administrative  expense was $1,912,917 during the three-month period
ended October 31,1998 compared to $1,647,870 during the three-month period ended
October 31, 1997, an increase of $265,047.  General and  administrative  expense
for the  three-month  period  ended  October 31, 1998  increased to 11.2% of net
sales  compared  to 10.1% for the same period last year.  The  increase  was due
mainly  to  additional  costs  associated  with  the  impact  of the  Flex-Kleen
acquisition.

Other income,  net,  decreased $60,034 for the three-month  period ended October
31, 1998  compared to the  three-month  period  ended  October 31, 1997 due to a
reduction  in the  interest  earned on lower  cash  balances  as a result of the
Flex-Kleen  acquisition  and the  purchase  of stock under the  Company's  stock
repurchase program.

The  effective  tax rate for the  three-month  period ended October 31, 1998 was
38.0% compared to 39.0% for the three-month period ended October 31, 1997.


Liquidity:

The  Company's  cash and cash  equivalents  was  $6,381,419  on October 31, 1998
compared to  $11,253,380  on January 31,  1998, a decrease of  $4,871,961.  This
decrease  is the  net  result  of  positive  cash  flow  provided  by  operating
activities of $5,521,373,  proceeds  received from the exercise of stock options
of $362,228, proceeds received from new borrowings of $12,000,000, proceeds from
the sale of equipment of $6,600, and the effect of exchange rate changes on cash
of  $27,400,  offset  by  payment  of the  annual  cash  dividend  amounting  to
$2,100,569,  payments  on  long-term  debt  totalling  $1,143,238,  open  market
purchases of stock under the Company's stock  repurchase  programs  amounting to
$2,776,031,  acquisition of other intangibles amounting to $412,856, acquisition
of business of Flex-Kleen  amounting to $15,367,221,  and investment in property
and equipment  amounting to $989,647.  The Company's  cash flows from  operating
activities  are  influenced by the timing of shipments and  negotiated  standard
payment terms, including retention associated with major projects.

Accounts  receivable  (net) amounted to $13,803,943 on October 31, 1998 compared
to $10,664,310 on January 31, 1998,  which represents an increase of $3,139,633.
The  acquisition  of Flex-Kleen  accounted for  approximately  $3,529,000 of the
increase.  Also the timing and size of shipments  and  retainage  on  contracts,
especially in the Pollution Control Systems and Allied Equipment  segment,  will
influence accounts receivable balances at any point in time.

Inventories  were  $15,364,173  on October 31, 1998 compared to  $12,210,749  on
January 31, 1998,  an increase of  $3,153,424.  The  acquisition  of  Flex-Kleen
accounted  for  approximately  $1,700,000 of the increase and the balance of the
increase  is  related to market  demand,  the size and timing of orders and long
lead times  required  in the  Pollution  Control  Systems  and Allied  Equipment
segment of the business.


                                      -10-


<PAGE>



                               MET-PRO CORPORATION


Item 2.  Management's  Discussion  and Analysis of the  Financial  Condition and
         Results of Operations continued...


Current  liabilities  amounted to  $15,404,382  on October 31, 1998  compared to
$11,267,545 on January 31, 1998, an increase of $4,136,837.  The  acquisition of
Flex-Kleen  and the addition of the current  portion of long-term  debt from the
ten-year term loan accounted for most of the increase.

The  Company  has  consistently  maintained  a high  current  ratio  and has not
utilized  either  the  domestic  line of  credit or the  foreign  line of credit
totalling $5.0 million, which are available for working capital purposes. Funds,
in  general,  have  exceeded  the  current  needs of the  Company.  The  Company
presently foresees no change in this situation in the immediate future.


Capital Resources and Requirements:

Cash flows provided by operating  activities  during the nine-month period ended
October  31,  1998  amounted  to  $5,521,373  compared  with  $5,824,959  in the
nine-month period ended October 31, 1997, a decrease of $303,586.

Cash flows used in  investing  activities  during the  nine-month  period  ended
October  31,  1998  amounted  to  $16,763,124  compared  with  $370,725  for the
nine-month  period ended October 31, 1997.  The Company's  investing  activities
principally  represent the acquisitions of property,  plant and equipment in the
two operating  segments and the  acquisition  of assets of other  companies.  On
October 29,  1998,  the Company  acquired  all  operating  assets of  Flex-Kleen
Corporation and Flex-Kleen Canada Limited for approximately $15,000,000 together
with the  assumption of ordinary  business  liabilities.  The purchase price was
allocated  among  operating  assets,  operating  liabilities,  covenant  not  to
compete, and goodwill.  During the nine-month period ended October 31, 1998, the
Company  acquired  certain assets of a distributor  of its Stiles-Kem  products,
located in the Southeastern United States, for a purchase price of approximately
$400,000.  The purchase price was allocated to customer lists,  covenants not to
compete and goodwill.

Financing  activities  during the  nine-month  period  ended  October  31,  1998
provided  $6,342,390 of additional  cash compared to $3,697,854 of cash utilized
for the  nine-month  period  ended  October 31, 1997.  The 1998  activity is the
result of the  payment of the annual  cash  dividend  amounting  to  $2,100,569,
reduction of long-term debt totalling $1,143,238,  plus the purchase of stock on
the  open  market  under  the  Company's  stock  repurchase  programs  totalling
$2,776,031,  offset  by  proceeds  provided  by the  exercise  of stock  options
totalling $362,228 and new borrowings of long-term debt of $12,000,000.

On February  23, 1998,  the Board of Directors  declared a $.30 per share annual
cash dividend (compared to the $.27 per share cash dividend paid in April, 1997)
payable  on April 24,  1998 to  stockholders  of record on April 10,  1998.  The
dividend paid April 24, 1998 on the Common Stock  represented 29.5% of the prior
fiscal year earnings.

On June 3, 1998,  the Company  announced the initiation of a 350,000 share stock
repurchase program.  The stock repurchase program of 150,000 shares announced on
August  13,  1997  has  been  completed.  The  stock  repurchase  programs  were
initiated,  because in  management's  view,  the  current  stock  price does not
reflect the true stock value.  Purchases  will be made from time to time in open
market  transactions at the prevailing  prices and in accordance with applicable
rules.  The Company may discontinue this program at any time. For the nine-month
period ended October 31, 1998, the Company has repurchased  191,400 shares under
the two stock repurchase programs.








                                      -11-


<PAGE>



                               MET-PRO CORPORATION


Item 2.  Management's  Discussion  and Analysis of the  Financial  Condition and
         Results of Operations continued...


On October  29,  1998,  the  Company  acquired  all of the  operating  assets of
Flex-Kleen  Corporation and Flex-Kleen  Canada Limited from Aqua Alliance,  Inc.
Flex-Kleen  is a  manufacturer  of dry  particulate  collectors  that  are  used
primarily in the process of manufacturing food products and pharmaceuticals. The
Company  paid   approximately   $15,000,000  in  the  transaction   through  the
utilization of $3,000,000  from  available  resources and  $12,000,000  from new
borrowings  of  long-term  debt from Mellon  Bank,  N.A.,  exclusive  of assumed
liabilities.

Consistent with past practices, the Company expects to continue to invest in new
product development  programs,  and to make capital  expenditures to support the
on-going  operations.  The Company  expects to finance  all capital  expenditure
requirements through cash flows generated from operations.


Year 2000 Compliance:

During the fiscal year ended  January 31, 1998,  the Company began to modify its
computer  software to  correctly  process  dates for the year 2000.  The Company
presently believes that the modifications to its existing software are complete.
Although the Company does not expect that it will incur  material  sums prior to
the year 2000 in connection  with computer  software  modifications  required in
connection  therewith,  no assurances  can be given as to this, or as to whether
the Company will not be adversely affected by year 2000 compliance problems.


Cautionary Statement Regarding Forward Looking Statements:

As a cautionary note to investors,  the Company and its representatives may make
oral  or  written  statements  from  time  to  time  that  are  "forward-looking
statements".  This would  include  information  concerning  possible  or assumed
future  activities,  plans,  results of operations of the Company and statements
preceded  by,  followed  by or that  include  the words  "believes",  "expects",
"anticipates",  "intends"  or similar  expressions.  For those  statements,  the
Company claims the protection of the safe harbor for forward-looking  statements
contained in the Private Securities Litigation Reform Act of 1995.

There are a number of  important  factors  which could cause  actual  results to
differ materially from those  anticipated.  The Company believes that its future
operating results will continue to be subject to quarterly variations based upon
a wide variety of factors  including  the  cyclical  nature of both the business
segments and the markets  addressed by the Company's  products,  price  erosion,
competitive factors, the timing of new product introductions, changes in product
mix, the  availability  and extent of  utilization  of  manufacturing  capacity,
product  obsolescence and the ability to develop and implement new technologies.
The Company's operating results could also be impacted by sudden fluctuations in
customer  requirements,  currency  exchange rate fluctuations and other economic
conditions  affecting  customer demand and the cost of operations in one or more
of the global  markets in which the Company does  business.  As a participant in
the pollution control and fluid handling  industries,  the Company operates in a
rapidly  changing and highly  competitive  environment.  The Company  sells both
custom products to customers, and industrial products;  accordingly,  changes in
the  conditions or  composition  of any of the  Company's  customers may have an
impact on the  Company.  While the Company  cannot  predict  what  effect  these
various factors may have on its financial results, the aggregate effect of these
and other factors could result in volatility in the Company's future performance
and stock price.









                                      -12-


<PAGE>



                               MET-PRO CORPORATION



PART II - OTHER INFORMATION


Item 6(b).  Reports on Form 8-K

The  Company  filed a  Report  on Form  8-K with  the  Securities  and  Exchange
Commission  on November 13, 1998  pertaining  to the  acquisition  of Flex-Kleen
Corporation, a Delaware corporation,  and Flex-Kleen Canada Limited, an Ontario,
Canada corporation, from Aqua Alliance, Inc. on October 29, 1998.
















































                                      -13-


<PAGE>



                               MET-PRO CORPORATION



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.






                                        Met-Pro Corporation              
                                        ----------------------------------------
                                        (Registrant)              



December 3, 1998                        /s/  William L. Kacin                   
                                        ---------------------------------------
                                        William L. Kacin,
                                        President and
                                        Chief Executive Officer



December 3, 1998                       /s/  Gary J. Morgan                     
                                        ----------------------------------------
                                        Gary J. Morgan,
                                        Vice President of Finance,
                                        Secretary and Treasurer, Chief Financial
                                        Officer and Chief Accounting Officer





























                                      -14-