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

                       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: July 31, 2002           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 $.10 per share) is 6,210,391 (as of July 31, 2002).

<PAGE>
                                                         MET-PRO CORPORATION


                                                              INDEX


PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

  Item 1.         Financial Statements

<S>     <C>                                                                                                   <C>
         Consolidated balance sheet as of
                 July 31, 2002 and January 31, 2002..........................................................  2
         Consolidated statement of operations for the six-month
                 and three-month periods ended July 31, 2002 and 2001........................................  3
         Consolidated statement of stockholders' equity for the
                 six-month periods ended July 31, 2002 and 2001..............................................  4
         Consolidated statement of cash flows for the six-month
                 periods ended July 31, 2002 and 2001........................................................  5
         Notes to consolidated financial statements..........................................................  6
         Report of independent accountants................................................................... 10

  Item 2.        Management's Discussion and Analysis of Financial Condition
                 and Results of Operations................................................................... 11


PART II - OTHER INFORMATION

  Item 1.        Legal Proceedings........................................................................... 16

  Item 2.        Changes in Securities and Use of Proceeds................................................... 16

  Item 3.        Defaults Upon Senior Securities............................................................. 16

  Item 4.        Submission of Matters to a Vote of Security Holders......................................... 16

  Item 5.        Other Information........................................................................... 17

  Item 6.        Exhibits and Reports on Form 8-K

                 (a) Exhibits Required by Item 601 of Regulation S-K......................................... 17
                 (b) Reports on Form 8-K..................................................................... 17


SIGNATURES................................................................................................... 18
</TABLE>

                                        1
<PAGE>
                                               MET-PRO CORPORATION

                                           CONSOLIDATED BALANCE SHEET

                                                   (unaudited)

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                                                                                July 31,              January 31,
ASSETS                                                                            2002                    2002
------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                   <C>
Current assets
     Cash and cash equivalents                                                 $12,551,935            $11,832,260
     Accounts receivable, net of allowance for doubtful
        accounts of approximately $285,000 and
        $229,000, respectively                                                  12,651,796             10,465,069
     Inventories                                                                13,845,640             13,701,676
     Prepaid expenses, deposits and other current assets                           872,964                911,457
     Deferred income taxes                                                         501,217                501,217
------------------------------------------------------------------------------------------------------------------
               Total current assets                                             40,423,552             37,411,679

Property, plant and equipment, net                                              12,383,944             12,505,114
Costs in excess of net assets of businesses acquired, net                       20,796,610             17,780,767
Other assets                                                                       407,634                372,632
------------------------------------------------------------------------------------------------------------------
               Total assets                                                    $74,011,740            $68,070,192
==================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------------------------------------------------------------------------------------
Current liabilities
     Current portion of long-term debt                                          $1,536,926             $1,231,469
     Accounts payable                                                            4,077,780              3,094,300
     Accrued salaries, wages and expenses                                        5,298,292              4,555,931
     Payroll and other taxes payable                                                55,575                  2,645
     Dividend payable                                                              527,526                517,070
     Customers' advances                                                           674,347                749,734
------------------------------------------------------------------------------------------------------------------
               Total current liabilities                                        12,170,446             10,151,149

Long-term debt                                                                   7,619,195              7,125,195
Other non-current liabilities                                                       35,523                 34,424
Deferred income taxes                                                              399,719                480,030
------------------------------------------------------------------------------------------------------------------
               Total liabilities                                                20,224,883             17,790,798
------------------------------------------------------------------------------------------------------------------

Stockholders' equity
   Common stock, $.10 par value; 18,000,000 shares
      authorized, 7,223,725 and 7,219,165 shares issued,
      of which 1,013,334 and 1,135,993 shares were reacquired
      and held in treasury at the respective dates                                 722,372                721,916
   Additional paid-in capital                                                    8,161,503              7,879,368
   Retained earnings                                                            57,568,877             55,990,079
   Accumulated other comprehensive loss                                           (588,533)              (827,737)
   Treasury stock, at cost                                                     (12,077,362)           (13,484,232)
------------------------------------------------------------------------------------------------------------------
               Total stockholders' equity                                       53,786,857             50,279,394
------------------------------------------------------------------------------------------------------------------
               Total liabilities and stockholders' equity                      $74,011,740            $68,070,192
==================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.


                                        2
<PAGE>
                                               MET-PRO CORPORATION

                                      CONSOLIDATED STATEMENT OF OPERATIONS

                                                   (unaudited)

<TABLE>
<CAPTION>

                                                  Six Months Ended                                 Three Months Ended
                                                      July 31,                                           July 31,
                                               2002                2001                          2002                 2001
------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>                           <C>                  <C>
Net sales                                  $34,471,963         $37,927,825                   $18,278,083          $20,371,781
Cost of goods sold                          22,766,658          24,581,365                    12,101,609           13,442,979
------------------------------------------------------------------------------------------------------------------------------
Gross profit                                11,705,305          13,346,460                     6,176,474            6,928,802
------------------------------------------------------------------------------------------------------------------------------

Operating expenses
   Selling                                   3,643,497           3,677,916                     1,868,673            1,834,209
   General and administrative                3,847,768           4,073,046                     2,023,639            2,160,159
------------------------------------------------------------------------------------------------------------------------------
                                             7,491,265           7,750,962                     3,892,312            3,994,368
------------------------------------------------------------------------------------------------------------------------------
Income from operations                       4,214,040           5,595,498                     2,284,162            2,934,434

Interest expense                              (250,743)           (290,997)                     (129,749)            (139,928)
Other income, net                              119,330             194,919                        53,012              108,542
------------------------------------------------------------------------------------------------------------------------------
Income before taxes                          4,082,627           5,499,420                     2,207,425            2,903,048
Provision for taxes                          1,449,333           2,007,286                       774,259            1,046,629
------------------------------------------------------------------------------------------------------------------------------
Net income                                  $2,633,294          $3,492,134                    $1,433,166           $1,856,419
==============================================================================================================================

Earnings per share, basic (1)                     $.43                $.57                          $.23                 $.30

Earnings per share, diluted (2)                   $.43                $.57                          $.23                 $.30

Cash dividend per share - declared (3)            $.17                $.17                         $.085                $.085

Cash dividend per share - paid (3)                $.17                $.17                         $.085                $.085
==============================================================================================================================
</TABLE>


     (1)  Basic earnings per share are based upon the weighted average number of
          shares outstanding of 6,146,130 and 6,124,960 in the six-month periods
          ended  July  31,  2002  and  2001,  respectively,  and  6,131,136  and
          6,118,371  in  three-month  periods  ended  July 31,  2002  and  2001,
          respectively.

     (2)  Diluted earnings per share are based on the weighted average number of
          shares outstanding of 6,193,553 and 6,174,866 in the six-month periods
          ended  July  31,  2002  and  2001,  respectively,  and  6,181,889  and
          6,170,706  in the  three-month  periods  ended July 31, 2002 and 2001,
          respectively.

     (3)  The Board of Directors declared quarterly dividends of $.085 per share
          payable  on March 8,  2002,  June 7,  2002 and  September  6,  2002 to
          stockholders  of record as of  February  22,  2002,  May 24,  2002 and
          August 23, 2002, respectively.  Quarterly dividends of $.085 per share
          were payable on March 9, 2001,  June 8, 2001 and September 10, 2001 to
          stockholders  of record as of  February  23,  2001,  May 25,  2001 and
          August 31, 2001, respectively.

See accompanying notes to consolidated financial statements.

                                        3
<PAGE>

                                                 MET-PRO CORPORATION

                                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                    (unaudited)

<TABLE>
<CAPTION>
                                                                                        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, 2002                   $721,916     $7,879,368     $55,990,079     ($827,737)   ($13,484,232)     $50,279,394

Comprehensive income:
   Net income                                       -              -       2,633,294             -               -
   Cumulative translation adjustment                -              -               -       368,412               -
   Interest rate swap,
     net of tax of $71,387                          -              -               -      (129,208)              -
       Total comprehensive income                                                                                         2,872,498

Issuance of treasury stock
   for acquisition of business                      -        250,782               -             -       1,349,218        1,600,000
Dividends paid, $.085 per share                     -              -        (526,970)            -               -         (526,970)
Dividends declared, $.085 per share                 -              -        (527,526)            -               -         (527,526)
Proceeds from issuance of
   common stock under dividend
   reinvestment plan (4,560
   shares)                                        456         67,604               -             -               -           68,060
Stock option transactions                           -        (36,251)              -             -         346,870          310,619
Purchase of 19,941 shares of
   treasury stock                                   -              -               -             -        (289,218)        (289,218)
------------------------------------------------------------------------------------------------------------------------------------
Balances, July 31, 2002                      $722,372     $8,161,503     $57,568,877     ($588,533)   ($12,077,362)     $53,786,857
====================================================================================================================================



                                                                                        Accumulated
                                                          Additional                       Other
                                               Common      Paid-in        Retained     Comprehensive     Treasury
                                               Stock       Capital        Earnings     Income/(Loss)      Stock            Total
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 2001                   $720,658     $8,139,799     $51,880,800     ($491,163)    ($13,188,728)    $47,061,366

Comprehensive income:
   Net income                                       -              -       3,492,134             -                -
   Cumulative translation adjustment                -              -               -      (172,591)               -
       Total comprehensive income                                                                                         3,319,543

Dividends paid, $.085 per share                     -              -        (523,131)            -                -        (523,131)
Dividends declared, $.085 per share                 -              -        (523,010)            -                -        (523,010)
Proceeds from issuance of
   common stock under dividend
   reinvestment plan (6,485
   shares)                                        649         74,360               -             -                -          75,009
Stock option transactions                           -       (405,678)              -             -        1,497,931       1,092,253
Purchase of 69,390 shares of
   treasury stock                                   -              -               -             -         (984,911)       (984,911)
------------------------------------------------------------------------------------------------------------------------------------
Balances, July 31, 2001                      $721,307     $7,808,481     $54,326,793     ($663,754)    ($12,675,708)    $49,517,119
====================================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                                            MET-PRO CORPORATION

                                  CONSOLIDATED STATEMENT OF CASH FLOWS

                                                (unaudited)

<TABLE>
<CAPTION>
                                                                                     Six Months Ended
                                                                                          July 31,
                                                                                 2002                2001
-------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>

                                           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
   Net Income                                                                 $2,633,294          $3,492,134
   Adjustments to reconcile net income to net
           cash provided by operating activities:
       Depreciation and amortization                                             778,783           1,022,172
       Deferred income taxes                                                     (80,311)            (14,250)
       Gain on sale of property and equipment, net                                (1,591)             (9,254)
       Allowance for doubtful accounts                                            56,086              50,946
       (Increase) decrease in operating assets,
            net of acquisition of business:
           Accounts receivable                                                (1,923,440)            633,640
           Inventories                                                            41,897          (1,025,646)
           Prepaid expenses and other current assets                              46,084            (275,073)
           Other assets                                                           (4,494)             (4,344)
       Increase (decrease) in operating liabilities,
            net of acquisition of business:
           Accounts payable, accrued expenses and taxes                        1,608,059            (891,814)
           Customers' advances                                                   (73,213)            (64,751)
           Other non-current liabilities                                           1,099              44,206
-------------------------------------------------------------------------------------------------------------
         Net cash provided by operating activities                             3,082,253           2,957,966
-------------------------------------------------------------------------------------------------------------


Cash flows from investing activities
   Proceeds from sale of property and equipment                                   10,000              66,171
   Acquisitions of property and equipment                                       (522,214)         (1,018,332)
   Payment for acquisition of business                                          (463,369)                  -
-------------------------------------------------------------------------------------------------------------
         Net cash (used in) investing activities                                (975,583)           (952,161)
-------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
   Proceeds from new borrowing                                                    16,373                   -
   Reduction of debt                                                            (546,124)         (1,008,029)
   Exercise of stock options                                                     310,619           1,092,253
   Payment of dividends                                                         (975,979)           (965,791)
   Purchase of treasury shares                                                  (289,218)           (984,911)
-------------------------------------------------------------------------------------------------------------
         Net cash (used in) financing activities                              (1,484,329)         (1,866,478)
-------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                                           97,334             (39,496)
-------------------------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                                        719,675              99,831

Cash and cash equivalents at February 1                                       11,832,260           8,510,045
-------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at July 31                                         $12,551,935          $8,609,876
-------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
                              MET-PRO CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1 - PRINCIPLES OF CONSOLIDATION

The  consolidated   financial   statements   include  the  accounts  of  Met-Pro
Corporation  and  its  wholly-owned   subsidiaries,   Strobic  Air  Corporation,
Flex-Kleen   Canada  Inc.,   Mefiag  B.V.  and   Pristine   Hydrochemical   Inc.
(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 financial  statements
contain all adjustments necessary to present fairly the financial position as of
July 31, 2002 and the results of operations  for the  six-month and  three-month
periods ended July 31, 2002 and 2001,  and changes in  stockholders'  equity and
cash flows for the six-month  periods then ended.  The results of operations for
the  six-month  and  three-month  periods  ended July 31,  2002 and 2001 are not
necessarily  indicative  of the results to be expected for the full year.  These
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, 2002.




NOTE 3 - ACQUISITION OF BUSINESS

Effective  May 22,  2002,  the  Company,  pursuant to an  Agreement  and Plan of
Merger,  acquired  100% of the  Common  Stock  of  Pristine  Hydrochemical  Inc.
("Pristine")  for a purchase price of approximately  $3,200,000.  The results of
Pristine's   operations  have  been  included  in  the  consolidated   financial
statements  since that date.  The  acquisition  was  accounted for as a purchase
transaction.  Pristine sells water treatment chemicals and services to municipal
water  utilities,  and  boiler  and water  cooling  chemicals  and  services  to
industrial and commercial  markets. It is expected that Pristine will complement
the operations of the Company's Stiles-Kem Division.

The  acquisition  was completed by issuing Common Stock from the treasury valued
at $1,600,000  (113,475  shares),  a cash payment of $400,000,  promissory notes
payable for $1,200,000,  plus  acquisition  costs.  The notes are payable over a
four-year period in installments of $300,000 annually,  plus interest at a fixed
rate of 4.75%. Goodwill totaling approximately $3,016,000 was acquired.

The following unaudited  pro-forma summary presents the consolidated  results of
operations  for the  six-month  periods  ended July 31,  2002 and 2001 as if the
Company had acquired Pristine on February 1, 2001:


                                                   Six Months Ended July 31,
                                                    2002             2001
                                                -------------    -------------
        Net sales                                $35,733,902      $38,878,401
        Income before taxes                        4,340,063        5,693,338
        Net income                                 2,799,340        3,615,272

        Earnings per share, basic                       $.46             $.59
        Earnings per share, diluted                     $.45             $.59









                                       6
<PAGE>
                              MET-PRO CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 4 - INVENTORIES

Inventories consisted of the following:

                                                  July 31,      January 31,
                                                    2002           2002
                                               ------------- --------------
Raw materials                                    $7,447,401     $7,369,965
Work in progress                                  1,575,656      1,559,273
Finished goods                                    4,822,583      4,772,438
                                               -------------  -------------
                                                $13,845,640    $13,701,676
                                               =============  =============




NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION

Net cash flows from operating activities reflect cash payments for interest and
income taxes as follows:

                                                   Six Months Ended July 31,
                                                    2002           2001
                                                ------------  -------------
Cash paid during the period for:
     Interest                                      $173,857       $293,585
     Income taxes                                 1,264,302      1,958,655




NOTE 6 - OTHER INCOME, NET

Other income, net was comprised of the following:

<TABLE>
<CAPTION>

                                                               Six Months Ended July 31,    Three Months Ended July 31,
                                                                  2002           2001             2002          2001
                                                            -------------  -------------    ------------- -------------
<S>                                                              <C>           <C>              <C>           <C>
   Gain/(loss) on sale of property and equipment                  $1,591         $9,254          ($4,409)        ($152)
   Other, primarily interest income                              117,739        185,665           57,421       108,694
                                                            -------------  -------------    ------------- -------------
                                                                $119,330       $194,919          $53,012      $108,542
                                                            =============  =============    ============= =============
</TABLE>


















                                       7
<PAGE>
                              MET-PRO CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 7 - BUSINESS SEGMENT DATA

The Company's  operations are conducted in two business segments as follows: the
manufacture and sale of product  recovery/pollution  control equipment,  and the
manufacture and sale of fluid handling equipment.

No  significant  intercompany  revenue is realized by either  business  segment.
Interest  income and expense are not  included in the measure of segment  profit
reviewed by  management.  Income  taxes are also not  included in the measure of
segment operating profit reviewed by management.


Financial information by business segment is shown below:


<TABLE>
<CAPTION>
                                                                 Six Months Ended July 31,        Three Months Ended July 31,
                                                                   2002             2001             2002            2001
                                                             --------------------------------  -------------------------------
<S>                                                             <C>              <C>              <C>             <C>
Net sales
     Product recovery/pollution control equipment               $22,568,507      $24,204,834      $12,258,886     $13,843,124
     Fluid handling equipment                                    11,903,456       13,722,991        6,019,197       6,528,657
                                                             ---------------  ---------------   --------------  --------------
                                                                $34,471,963      $37,927,825      $18,278,083     $20,371,781
                                                             ===============  ===============   ==============  ==============

Income from operations
     Product recovery/pollution control equipment                $2,707,279       $3,209,024       $1,463,779      $1,937,747
     Fluid handling equipment                                     1,506,761        2,386,474          820,383         996,687
                                                             ---------------  ---------------   --------------  --------------
                                                                 $4,214,040       $5,595,498       $2,284,162      $2,934,434
                                                             ===============  ===============   ==============  ==============
</TABLE>



<TABLE>
<CAPTION>
                                                                 July  31,       January  31,
                                                                   2002             2002
                                                             --------------------------------
Identifiable assets
<S>                                                             <C>              <C>
     Product recovery/pollution control equipment               $41,480,954      $38,458,075
     Fluid handling equipment                                    18,578,324       18,209,157
                                                             ---------------  ---------------
                                                                 60,059,278       56,667,232
     Corporate                                                   13,952,462       11,402,960
                                                             ---------------  ---------------
                                                                $74,011,740      $68,070,192
                                                             ===============  ===============
</TABLE>

















                                       8
<PAGE>
                              MET-PRO CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 8 - NEW ACCOUNTING STANDARDS

In June 2001, the Financial  Accounting Standards Board ("FASB") issued FASB No.
141, "Business  Combinations",  and FASB No. 142, "Goodwill and Other Intangible
Assets".  FASB No. 141, which is effective for business  combinations  completed
after June 30, 2001,  requires among other things,  that (1) the purchase method
of accounting be used for all business  combinations,  (2) specific  criteria be
established  for the recognition of intangible  assets  separately from goodwill
and (3) additional  information  about acquired  intangible  assets be provided.
FASB No.  142,  which  became  effective  for the  Company  prospectively  as of
February 1, 2002, primarily addresses the accounting for goodwill and intangible
assets  subsequent  to their  acquisition.  Among other things it requires  that
goodwill not be amortized for financial statement purposes;  instead, management
is required to test goodwill for impairment at least annually.

If FASB No. 142 had been in effect during the year ended  January 31, 2002,  the
Company's earnings would have been improved because of reduced amortization,  as
described below:


<TABLE>
<CAPTION>
                                                                      Six Months Ended July 31, 2001
                                                        -----------------------------------------------------------
                                                            Net Income      Basic Earnings       Diluted Earnings
                                                                              per Share             per Share
                                                        ---------------    -----------------    -------------------
<S>                                                         <C>                        <C>                   <C>
                         Net income as reported             $3,492,134                 $.57                  $.57

                         Add:  amortization                    157,387                  .03                   .02
                                                        ---------------    -----------------    -------------------

                         Adjusted net income                $3,649,521                 $.60                  $.59
                                                        ===============    =================    ===================
</TABLE>



In April 2002, the FASB approved SFAS No. 145,  "Rescission  of FASB  Statements
No.  4,  44  and  64,   Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections."  SFAS No. 145,  among  other  things,  rescinds  SFAS No. 4, which
required all gains and losses from the  extinguishment  of debt to be classified
as an  extraordinary  item and amends SFAS No. 13 to require that certain  lease
modifications that have economic effects similar to sale-leaseback  transactions
be  accounted  for in the  same  manner  as  sale-leaseback  transactions.  This
statement is not expected to have a material impact on the Company's  results of
operations and financial position.




NOTE 9 - RECLASSIFICATIONS

Certain  reclassifications  have been made to the financial  statements  for the
fiscal  year ended  January  31, 2002 to conform  with the  presentation  of the
financial  statements  for the  six-month  period  ended  July  31,  2002.  Such
reclassifications did not have any impact on stockholders' equity and net income
as of and for the year ended January 31, 2002.




NOTE 10 - ACCOUNTANTS' 10-Q REVIEW

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




                                       9
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
Met-Pro Corporation
Harleysville, Pennsylvania

We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  Met-Pro
Corporation  and its  wholly-owned  subsidiaries  as of July 31,  2002,  and the
related consolidated statements of operations for the six-month and three- month
periods ended July 31, 2002 and 2001 and stockholders' equity and cash flows for
the six-month  periods ended July 31, 2002 and 2001. 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  consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
January  31,  2002,  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 21, 2002, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying  consolidated balance sheet as of January 31, 2002 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
August 20, 2002

                                       10
<PAGE>

                               MET-PRO CORPORATION

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

Results of Operations:

The following table sets forth, for the six and three-month  periods  indicated,
certain financial information derived from the Company's  consolidated statement
of operations expressed as a percentage of net sales.

<TABLE>
<CAPTION>

                                               Six Months Ended                            Three Months Ended
                                                   July 31,                                      July 31,

                                            2002               2001                        2002            2001
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>                         <C>             <C>
Net sales                                  100.0%             100.0%                      100.0%          100.0%
Cost of goods sold                          66.0%              64.8%                       66.2%           66.0%
--------------------------------------------------------------------------------------------------------------------
Gross profit                                34.0%              35.2%                       33.8%           34.0%

Selling expenses                            10.6%               9.7%                       10.2%            9.0%
General and administrative expenses         11.1%              10.7%                       11.1%           10.6%
--------------------------------------------------------------------------------------------------------------------
Income from operations                      12.3%              14.8%                       12.5%           14.4%

Interest expense                             (.8%)              (.8%)                       (.7%)           (.7%)
Other income, net                             .3%                .5%                         .3%             .5%
--------------------------------------------------------------------------------------------------------------------
Income before taxes                         11.8%              14.5%                       12.1%           14.2%
Provision for taxes                          4.2%               5.3%                        4.3%            5.1%
--------------------------------------------------------------------------------------------------------------------
Net income                                   7.6%               9.2%                        7.8%            9.1%
====================================================================================================================
</TABLE>


Six Months Ended July 31, 2002 vs Six Months Ended July 31, 2001

Net sales for the six-month period ended July 31, 2002 were $34,471,963 compared
to  $37,927,825  for the  six-month  period  ended July 31,  2001, a decrease of
$3,455,862 or 9.1%. Sales in the Product  Recovery/Pollution  Control  Equipment
segment were  $22,568,507  or $1,636,327  lower than the six-month  period ended
July 31, 2001. Sales in the Fluid Handling Equipment segment were $11,903,456 or
$1,819,535  lower  compared to the  six-month  period  ended July 31,  2001.  We
believe that the decreased  demand in both business  segments is attributed to a
slow economy.

Backlog at July 31, 2002 totaled  $9,354,974  compared to $9,947,194 at July 31,
2001.  In  addition,  at July 31, 2002 the Company had  $7,673,760,  compared to
$4,052,676 at July 31, 2001, of orders which are not included in our backlog due
to the Company's  long-standing  policy of not including these orders in backlog
until engineering drawings are approved.

Net income for the six-month period ended July 31, 2002 was $2,633,294  compared
to  $3,492,134  for the  six-month  period  ended July 31,  2001,  a decrease of
$858,840  or 24.6%.  The  decrease in net income is  principally  related to the
lower sales in both of the Company's business segments during the period.

The gross margin for the  six-month  period ended July 31, 2002 was 34.0% versus
35.2%  for the  same  period  in the  prior  year  due to  lower  gross  margins
experienced  in  the  Fluid  Handling  Equipment  segment.  The  Fluid  Handling
Equipment  segment  represented  34.5% of the Company's  sales for the six-month
period ended July 31, 2002 compared to 36.2% for the six-month period ended July
31, 2001.

Selling  expense  decreased  $34,419 during the six-month  period ended July 31,
2002 compared to the same period last year.  Selling  expense as a percentage of
net sales was 10.6% for the  six-month  period  ended July 31, 2002  compared to
9.7% for the six-month period ended July 31, 2001.


                                       11
<PAGE>

                               MET-PRO CORPORATION


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

General and administrative expense was $3,847,768 for the six-month period ended
July 31, 2002 compared to  $4,073,046  for the same period last year, a decrease
of $225,278. General and administrative expense as a percentage of net sales was
11.1% for the  six-month  period  ended July 31, 2002  compared to 10.7% for the
same period last year. This reduction, in dollars, is principally related to the
reduction in amortization expense for goodwill that is no longer being amortized
per FASB No. 142.

Interest  expense was  $250,743  for the  six-month  period  ended July 31, 2002
compared  to $290,997  for the same  period in the prior year,  or a decrease of
$40,254.  This decrease was due principally to a reduction of existing long-term
debt.

Other income,  net,  decreased  $75,589 for the six-month  period ended July 31,
2002 compared to the six-month period ended July 31, 2001,  principally  because
of the reduction in interest rates on our short-term investments.

The effective  tax rate for the  six-month  periods ended July 31, 2002 and 2001
was 35.5% and 36.5%, respectively.


Three Months Ended July 31, 2002 vs Three Months Ended July 31, 2001

Net  sales for the  three-month  period  ended  July 31,  2002 were  $18,278,083
compared to  $20,371,781  for the  three-month  period  ended July 31,  2001,  a
decrease  of  $2,093,698.   Sales  in  the  Product  Recovery/Pollution  Control
Equipment  segment were  $12,258,886  or $1,584,238  lower than the  three-month
period ended July 31, 2001. Sales in the Fluid Handling  Equipment  segment were
$6,019,197 or $509,460 lower compared to the  three-month  period ended July 31,
2001.  We  believe  that the  decreased  demand  in both  business  segments  is
attributed to a slow economy.

Net  income  for the  three-month  period  ended  July 31,  2002 was  $1,433,166
compared  to  $1,856,419  for the  three-month  period  ended July 31,  2001,  a
decrease  of  $423,253  or 22.8%.  The  decrease in net income is related to the
lower sales in both of the Company's business segments during the period.

The gross  margin  for the  three-month  period  ended  July 31,  2002 was 33.8%
compared  to 34.0% for the same period  last year,  due to lower  gross  margins
experienced in the Fluid Handling Equipment segment.

Selling expenses  increased $34,464 during the three-month period ended July 31,
2002  compared  to the same  period  last year.  As a  percentage  of net sales,
selling  expense  increased to 10.2% for the  three-month  period ended July 31,
2002 from 9.0% for the three-month period ended July 31, 2001.

General and  administrative  expense was $2,023,639 for the  three-month  period
ended July 31, 2002 compared to $2,160,159 for the three-month period ended July
31,  2001, a decrease of $136,520.  General and  administrative  expense for the
three-month period ended July 31, 2002 was 11.1% of net sales, compared to 10.6%
of net sales for the same  period last year.  This  reduction,  in  dollars,  is
principally  related to the reduction of amortization  expense for goodwill that
is no longer being amortized per FASB No. 142.

Interest  expense was  $129,749 for the  three-month  period ended July 31, 2002
compared  to $139,928  for the same  period in the prior year,  or a decrease of
7.3%.  This decrease was due  principally  to a reduction of existing  long-term
debt.

Other income,  net,  decreased $55,530 for the three-month period ended July 31,
2002 compared to the three-month period ended July 31, 2001, principally because
of the reduction in interest rates on our short-term investments.

The effective tax rate for the three-month  period ended July 31, 2002 was 35.1%
compared to 36.1% for the three-month period ended July 31, 2001.


                                       12
<PAGE>

                               MET-PRO CORPORATION

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

Liquidity:

The  Company's  cash and cash  equivalents  were  $12,551,935  on July 31,  2002
compared to  $11,832,260  on January 31,  2002,  an increase of  $719,675.  This
increase is the net result of the  following  occurring  during  this  six-month
period:  cash flows  provided by operating  activities of  $3,082,253,  proceeds
received from new borrowings of $16,373,  proceeds received from the exercise of
stock options totaling $310,619,  exchange rate changes of $97,334, and proceeds
received from the sale of equipment amounting to $10,000,  offset by the payment
of quarterly cash  dividends  amounting to $975,979 (net of $68,060 of dividends
returned to the  Company for stock  purchases  under the  Dividend  Reinvestment
Plan), payments on long-term debt totaling $546,124, purchases of treasury stock
amounting to $289,218,  investment in property, plant and equipment amounting to
$522,214 and payment for the  acquisition  of a business  amounting to $463,369.
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 $12,651,796 on July 31, 2002 compared to
$10,465,069 on January 31, 2002, which represents an increase of $2,186,727. The
timing and size of shipments  and  retainage  on  contracts,  especially  in the
Product  Recovery/Pollution  Control Equipment segment,  will influence accounts
receivable balances at any point in time.

Inventories were $13,845,640 on July 31, 2002 compared to $13,701,676 on January
31, 2002, an increase of $143,964. Inventory balances fluctuate depending on the
size and timing of orders, and market demand,  especially when major systems and
contracts are involved.

Current  liabilities  amounted  to  $12,170,446  on July 31,  2002  compared  to
$10,151,149  on January  31,  2002,  an  increase of  $2,019,297.  Increases  in
accounts payable, current portion of long-term debt and accrued expenses, offset
by a reduction in customer  advances,  accounted for a substantial amount 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 which
together total $5.0 million,  which are available for working capital  purposes.
Cash flows,  in general,  have  exceeded the current  needs of the Company.  The
Company presently  foresees no change in this situation in the immediate future.
As of July 31, 2002 and January 31, 2002,  working  capital was  $28,253,106 and
$27,260,530, respectively, and the current ratio was 3.3 and 3.7, respectively.


Capital Resources and Requirements:

Cash flows provided by operating  activities  during the six-month  period ended
July 31, 2002 amounted to $3,082,253  compared with $2,957,966 for the six-month
period ended July 31, 2001, an increase of $124,287.  Cash provided by operating
activities for the six-month  period ended July 31, 2002 was due  principally to
an  increase in  accounts  payable,  accrued  expenses  and taxes,  offset by an
increase in accounts receivable.

Cash flows used in investing  activities  during the six-month period ended July
31, 2002 amounted to $975,583  compared  with $952,161 for the six-month  period
ended July 31, 2001. The Company's investing  activities  principally  represent
the acquisition of a business  during the six-month  period ended July 31, 2002,
and the purchase of property,  plant and equipment in the two operating segments
during both years.

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

Financing  activities  during the six-month  period ended July 31, 2002 utilized
$1,484,329  of available  resources  compared to  $1,866,478  for the  six-month
period  ended July 31, 2001.  The 2002  activity is the result of the payment of
the quarterly  cash dividend  amounting to $975,979 (net of $68,060 of dividends
returned to the  Company for stock  purchases  under the  Dividend  Reinvestment
Plan),  reduction  of long-term  debt  totaling  $546,124,  plus the purchase of
treasury  stock  totaling  $289,218,  offset by the  proceeds  received  through


                                       13
<PAGE>
                               MET-PRO CORPORATION

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

borrowings  of $16,373 for equipment  purchases  and proceeds  received from the
exercise of stock options totaling $310,619.

The Board of Directors declared  quarterly  dividends of $.085 per share payable
on March 8, 2002,  June 7, 2002 and September 6, 2002 to  stockholders of record
as of February 22, 2002, May 24, 2002 and August 23, 2002, respectively.


Critical Accounting Policies and Estimates:

Management's  discussion  and analysis of the Company's  financial  position and
results  of  operations  are based  upon the  Company's  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States of America.  The  preparation  of these
financial  statements requires management to make estimates and assumptions that
affect the  reported  amounts of assets,  liabilities,  revenue and expenses and
related  disclosure  of  contingent  assets  and  liabilities.  The  significant
accounting  policies  which we  believe  are the most  critical  to aid in fully
understanding  and  evaluating  our  reported   financial  results  include  the
following:

The Company's  revenues are recognized when products are shipped to unaffiliated
customers.  The Securities and Exchange  Commission's Staff Accounting  Bulletin
(SAB) No. 101,  "Revenue  Recognition",  provides guidance on the application of
generally accepted accounting principles to selected revenue recognition issues.
The Company has concluded that its revenue recognition policy is appropriate and
in accordance with generally accepted accounting principles and SAB No. 101.

Property,  plant and equipment,  intangible and certain other long-lived  assets
are depreciated and amortized over their useful lives. Useful lives are based on
management's  estimates  of the period  that the assets will  generate  revenue.
Intangible  assets are reviewed  for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  Costs in excess of net assets of  businesses  acquired  (goodwill)
subsequent to October 31, 1970, totaling approximately  $20,800,000,  were being
amortized over forty years through  January 31, 2002.  Subsequent to January 31,
2002,  goodwill  is no  longer  being  amortized;  instead,  management  will be
required to test for impairment of goodwill annually.  A preliminary estimate of
the annual  amortization  of goodwill  that will cease in the fiscal year ending
January 31, 2003 is approximately $500,000.

The  determination  of our  obligation  and  expense  for  pension  benefits  is
dependent on our selection of certain assumptions  including,  among others, the
discount  rate,  expected  long-term  rate of return on plan assets and rates of
increase in  compensation  used by actuaries in  calculating  such  amounts.  In
accordance with generally accepted  accounting  principles,  actual results that
differ from our  assumptions  are  accumulated and amortized over future periods
and therefore,  generally affect our recognized expense and recorded  obligation
in such future periods.  While we believe that our assumptions are  appropriate,
significant  differences in our actual experience or significant  changes in our
assumptions  may  materially  affect  our  pension  obligations  and our  future
expense.


Cautionary Statement Concerning Forward-Looking Statements:

In this  Management's  Discussion and Analysis,  and elsewhere in this Quarterly
Report, we have made forward-looking  statements.  These statements are based on
our  estimates  and  assumptions  and are  subject  to risk  and  uncertainties.
Forward-looking  statements  include the information  concerning our possible or
assumed future results of operations.  Forward-looking  statements  also include
those preceded or followed by the words "anticipates",  "believes", "estimates",
"hopes" or other similar expressions.  For those statements, we claim protection
of the safe harbor for all forward-looking  statements  contained in the Private
Securities Litigation Reform Act of 1995.

The following  important  factors,  along with those discussed  elsewhere in our
filings with the Securities and Exchange Commission including without limitation
our Annual Report on Form 10-K for the year ended January 31, 2002, could affect
future  results and could cause those  results to differ  materially  from those
expressed in the forward-looking statements:


                                       14
<PAGE>
                               MET-PRO CORPORATION

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

o    materially adverse changes in economic  conditions in the markets served by
     us or in significant customers of ours;

o    material changes in available technology;

o    changes in accounting rules, which could result in an impact on earnings;

o    the  write-down  of costs in excess of net  assets of  businesses  acquired
     (goodwill),  as a result of the determination that the acquired business is
     impaired;

o    unexpected results in our product development activities;

o    loss of key customers;

o    changes in our existing management;

o    exchange rate fluctuations;

o    unexpected changes in our execution of customers' orders;

o    changes in federal or state laws;

o    rate of return on our pension assets;

o    the assertion of claims that the  Company's  products,  including  products
     produced by  companies  acquired by the  Company,  caused  injury,  loss or
     damage; and

o    the effect of acquisitions and other strategic ventures.


























                                       15
<PAGE>
                               MET-PRO CORPORATION




PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

None

Item 2.   Changes in Securities and Use of Proceeds

None

Item 3.   Defaults Upon Senior Securities

None

Item 4.   Submissions of Matters to a Vote of Security Holders

The annual meeting of the Company's  stockholders  was held on June 12, 2002. At
that  meeting,  two  proposals  were  submitted  to  a  vote  of  the  Company's
stockholders.  Proposal 1 was a proposal to elect two Directors (with Michael J.
Morris and  Jeffrey H.  Nicholas  being the  nominees)  to serve  until the 2005
Annual  Meeting  of  Stockholders.  Proposal 2 was to ratify  the  selection  of
Margolis & Company P.C. as  independent  certified  public  accountants  for the
Company's fiscal year ending January 31, 2003.

At the close of business on the record date for the meeting (which was April 25,
2002),  there were 6,086,608 shares of common stock  outstanding and entitled to
be  voted  at  the  meeting.   Holders  of  5,630,762  shares  of  common  stock
(representing  a like number of votes) were  present at the  meeting,  either in
person or by proxy.

The  following  table  sets  forth  the  results  of the  voting  on each of the
proposals:

<TABLE>
<CAPTION>

                                                                                 Number of Votes

Proposals                                                              For           Against         Abstain
---------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>            <C>
Proposal 1 - Election of Directors
                   Michael J. Morris                                5,574,404         56,358              --
                   Jeffrey H. Nicholas                              5,575,748         55,014              --
---------------------------------------------------------------------------------------------------------------
Proposal 2 - Selection of Margolis& Company P.C. as
               Independent Certified Public Accountants             5,602,118         11,719          16,925
---------------------------------------------------------------------------------------------------------------
</TABLE>

Consequently, all proposals were adopted by the stockholders.

                                       16
<PAGE>
                               MET-PRO CORPORATION



Item 5.   Other Information

None

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits Required by Item 601 of Regulation S-K

               Exhibit No.                       Description
               -----------                       -----------
                 99.1                            Certification Pursuant to 18
                                                 U.S.C. Section 1350, As Adopted
                                                 Pursuant to Section 906 of the
                                                 Sarbanes-Oxley Act of 2002

                 99.2                            Certification Pursuant to 18
                                                 U.S.C. Section 1350, As Adopted
                                                 Pursuant to Section 906 of the
                                                 Sarbanes-Oxley Act of 2002


          (b)  Reports on Form 8-K

          There were no Current Reports on Form 8-K filed during the three-month
          period ended July 31, 2002.































                                       17
<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)




September 9, 2002                         /s/ William L. Kacin
                                          --------------------------------------
                                          William L. Kacin
                                          Chairman, President and
                                          Chief Executive Officer




September 9, 2002                         /s/ Gary J. Morgan
                                          --------------------------------------
                                          Gary J. Morgan
                                          Vice President  of  Finance,
                                          Secretary and Treasurer, Chief
                                          Financial Officer, Chief Accounting
                                          Officer and Director





























                                       18