---

SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, 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, 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. Employerincorporation or organization)
     Identification No.)  160 Cassell Road, P.O. Box 144Harleysville, 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 6,212,969 (as of October 31, 2002).


MET-PRO CORPORATION  INDEX  PART I  FINANCIAL INFORMATION Item 1.    Financial StatementsConsolidated balance sheet as ofOctober 31, 2002 and January 31, 2002
     
     2Consolidated statement of operations for the nine-monthand three-month periods ended October 31, 2002 and 2001
     
     3Consolidated statement of stockholders' equity for thenine-month periods ended October 31, 2002 and 2001
     
     4Consolidated statement of cash flows for the nine-monthperiods ended October 31, 2002 and 2001
     
     5Notes to consolidated financial statements
     
     6Report of independent accountants
     
     10Item 2.    Managements Discussion and Analysis of Financial Conditionand Results of Operations
     
     11Item 3.    
     Qualitative and Quantitative Disclosures about Market Risk
     
     15Item 4.    
     Controls and Procedures
     
     16PART II  OTHER INFORMATIONItem 1.      Legal
     Proceedings
     
     17Item 2.      Changes
     in Securities and Use of Proceeds
     
     17Item 3.      Defaults
     Upon Senior Securities
     
     17Item 4.     Submission
     of Matters to a Vote of Security Holders
     
     17Item 5.      Other
     Information
     
     17Item 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


1



MET-PRO CORPORATION CONSOLIDATED BALANCE SHEET
 (unaudited)  PART I  FINANCIAL INFORMATION Item 1.  Financial Statements ASSETS
     
     October 31,        2002
     
     January 31,2002 Current assetsCash and cash equivalents
     $13,044,337
     
     $11,832,260Accounts receivable, net of allowance for doubtfulaccounts of approximately $335,000 and$229,000, respectively
     10,574,818
        
     10,465,069Inventories
     14,351,594
        
     13,701,676Prepaid expenses, deposits and other current assets
     1,025,882
        
     911,457Deferred income taxes
     501,217
        
     501,217Total current assets
     39,497,848
        
     37,411,679Property, plant and equipment, net
     12,134,293
        
     12,505,114Costs in excess of net assets of businesses acquired, net
     20,798,913
        
     17,780,767Other assets
     390,567
        
     372,632Total assets
     $72,821,621
        
     $68,070,192LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesCurrent portion of long-term debt
     $1,536,926
        
     $1,231,469Accounts payable
     2,143,408
        
     3,094,300Accrued salaries, wages and expenses
     5,296,831
        
     4,555,931Payroll and other taxes payable
     93,878
        
     2,645Dividend payable
     559,167
        
     517,070Customers' advances
     684,569
        
     749,734Total current liabilities
     10,314,779
        
     10,151,149Long-term debt
     7,447,239
        
     7,125,195Other non-current liabilities
     36,072
        
     34,424Deferred income taxes
     348,354
        
     480,030Total liabilities
     18,146,444
        
     17,790,798Stockholders' equityCommon stock, $.10 par value; 18,000,000 sharesauthorized, 7,226,303 and 7,219,165 shares issued,of which 1,013,334 and 1,135,993 shares were reacquiredand held in treasury at the respective dates
     722,630
        
     721,916Additional paid-in capital
     8,194,718
        
     7,879,368Retained earnings
     58,449,968
        
     55,990,079Accumulated other comprehensive loss
     (614,777
        )
     (827,737
        )Treasury stock, at cost
     (12,077,362
        )
     (13,484,232
        )Total stockholders' equity
     54,675,177
        
     50,279,394Total liabilities and stockholders' equity
     $72,821,621
        
     $68,070,192 See accompanying notes to consolidated financial statements. 2


MET-PRO CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited) Nine Months Ended
     
     October 31,
     
     Three Months Ended
     
     October 31,2002
        
     2001
        
     2002
        
     2001Net sales
     $51,143,659
        
     $54,291,770
        
     $16,671,696
        
     $16,363,945Cost of goods sold
     33,392,929
        
     35,587,902
        
     10,626,271
        
     11,006,537Gross profit
     17,750,730
        
     18,703,868
        
     6,045,425
        
     5,357,408Operating expensesSelling
     5,464,514
        
     5,433,301
        
     1,821,017
        
     1,755,385General and administrative
     5,792,008
        
     5,928,874
        
     1,944,240
        
     1,855,82811,256,522
        
     11,362,175
        
     3,765,257
        
     3,611,213Income from operations
     6,494,208
        
     7,341,693
        
     2,280,168
        
     1,746,195Interest expense
     (379,236
        )
     (431,367
        )
     (128,493
        )
     (140,370
        )Other income, net
     201,168
        
     723,466
        
     81,838
        
     528,547Income before taxes
     
     6,316,140
     
     7,633,792
     
     2,233,513
     
     2,134,372Provision for taxes
     
     2,242,230
     
     2,786,333
     
     792,897
     
     779,047Net income
     $4,073,910
        
     $4,847,459
        
     $1,440,616
        
     $1,355,325Earnings per share, basic (1)
     $.66
        
     $.79
        
     $.23
        
     $.22Earnings per share, diluted (2)
     $.66
        
     $.79
        
     $.23
        
     $.22Cash dividend per share - declared (3)
     $.26
        
     $.255
        
     $.09
        
     $.085Cash dividend per share - paid (3)
     $.255
        
     $.255
        
     $.085
        
     $.085 (1)
                    
                    Basic earnings per share are based upon the weighted average number of shares
outstanding of 6,168,123 and 6,118,139 in the nine-month periods ended October
31, 2002 and 2001, respectively, and 6,161,984 and 6,123,346 in the three-month
periods ended October 31, 2002 and 2001, respectively. (2)
                    
                    Diluted earnings per share are based on the weighted average number of shares
outstanding of 6,210,185 and 6,155,894 in the nine-month periods ended October
31, 2002 and 2001, respectively, and 6,205,855 and 6,165,022 in the three-month
periods ended October 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, and a
                    quarterly dividend of $.09 per share payable on December 9, 2002 to stockholders
                    of record as of November 29, 2002. Quarterly dividends of $.085 per share were
                    payable on March 9, 2001, June 8, 2001, September 10, 2001 and December 10, 2001
                    to stockholders of record as of February 23, 2001, May 25, 2001, August 31, 2001
                    and November 30, 2001, respectively.  See accompanying notes to consolidated financial statements. 3


MET-PRO CORPORATION CONSOLIDATED STATEMENT
OF STOCKHOLDERS EQUITY
(unaudited) Common Stock
     Additional
     Paid-in Capital
     Retained Earnings
     Accumulated Other
     Comprehensive Income/(Loss)
     Treasury
     Stock
     TotalBalances, January 31, 2002
     
     $721,916
     
     
     $7,879,368
     
     
     $55,990,079
     
     
     ($827,737
     )
     
     ($13,484,232
     )
     
     $50,279,394Comprehensive income:Net income
     
     -
     
     
     -
     
     
     4,073,910
     
     
     -
     
     
     -Cumulative translation adjustment
     
     -
     
     
     -
     
     
     -
     
     
     432,541
     
     
     -Interest rate swap,net of tax of $118,290
     -
        
     -
        
     -
        
     (219,581
        )
     -Total comprehensive income
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        4,286,870Issuance of treasury stockfor acquisition of business
     -
        
     250,782
        
     -
        
     -
        
     1,349,218
        
     1,600,000Dividends paid, $.17 per share
     -
        
     -
        
     (1,054,854
        )
     -
        
     -
        
     (1,054,854
        )Dividends declared, $.09 per share
     -
        
     -
        
     (559,167
        )
     -
        
     -
        
     (559,167
        )Proceeds from issuance ofcommon stock under dividendreinvestment plan (7,138shares)
     714
        
     100,819
        
     -
        
     -
        
     -
        
     101,533Stock option transactions
     -
        
     (36,251
        )
     -
        
     -
        
     346,870
        
     310,619Purchase of 19,941 shares oftreasury stock
     -
        
     -
        
     -
        
     -
        
     (289,218
        )
     (289,218
        )Balances, October 31, 2002
     $722,630
        
     $8,194,718
        
     $58,449,968
        
     ($614,777
        )
     ($12,077,362
        )
     $54,675,177 Common Stock
     Additional
     Paid-in Capital
     Retained Earnings
     Accumulated Other
     Comprehensive (Loss)
     Treasury
     Stock
     TotalBalances,
     January 31, 2001
     
     $720,658
     
     
     $8,139,799
     
     
     $51,880,800
     
     
     ($491,163
     )
     
     ($13,188,728
     )
     
     $47,061,366Comprehensive income:Net income
     -
        
     -
        
     4,847,459
        
     -
        
     -Cumulative translation adjustment
     
     -
     
     
     -
     
     
     -
     
     
     (97,728
     )
     
     -Total comprehensive income
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        4,749,731Dividends paid, $.17 per share
     -
        
     -
        
     (1,046,159
        )
     -
        
     -
        
     (1,046,159
        )Dividends declared, $.09 per share
     -
        
     -
        
     (516,809
        )
     -
        
     -
        
     (516,809
        )Proceeds from issuance ofcommon stock under dividendreinvestment plan
     (9,516shares)
     952
        
     111,042
        
     -
        
     -
        
     -
        
     111,994Stock option transactions
     -
        
     (405,678
        )
     -
        
     -
        
     1,497,931
        
     1,092,253Purchase of 145,590 shares oftreasury stock
     -
        
     -
        
     -
        
     -
        
     (1,793,435
        )
     (1,793,435
        )Balances, October 31, 2001
	$721,610
	
	$7,845,163
	
	$55,165,291
	
	($588,891
	)
	($13,484,232
	)
	$49,658,941 See accompanying notes to consolidated financial statements. 4


MET-PRO CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS(unaudited) Nine Months EndedOctober 31,2002
        
        
     2001INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTSCash flows from operating activitiesNet Income
        
        
     $4,073,910
        
        
     $4,847,459Adjustments to reconcile net income to netcash provided by operating activities:Depreciation and amortization
     1,180,155
     1,531,771Deferred income taxes
     
     
     (131,676
     )
     
     (21,374
     )Gain on sale of property and equipment, net
     (5,441)
     (468,380)Allowance for doubtful accounts
     106,406
     19,345(Increase) decrease in operating assets,net of acquisition of business:Accounts receivable
     96,461
     2,699,142Inventories
     (437,849)
     (1,158,100)Prepaid expenses and other current assets
     (105,074)
     97,559Other assets
     (6,294)
     (6,069)Increase (decrease) in operating liabilities,net of acquisition of business:Accounts payable, accrued expenses and taxes
     (293,700)
     (1,750,633)Customers' advances
     (65,165)
     (165,548)Other
     non-current liabilities
     1,648
     66,310Net cash provided by operating activities
     4,413,381
     5,691,482Cash flows from investing activitiesProceeds from sale of property and equipment
     19,112
     1,090,941Acquisitions of property and equipment
     (650,503)
     (1,291,302)Payment for acquisition of business
     (465,673)
     -Net cash (used in) investing activities
     (1,097,064)
     (200,361)Cash flows from financing activitiesProceeds from new borrowing
     16,373
     -Reduction of debt
     (808,452)
     (1,512,978)Exercise of stock options
     310,619
     1,092,253Payment of dividends
     (1,470,392)
     (1,451,834)Purchase of treasury shares
     (289,218)
     (1,793,435)Net cash (used in) financing activities
     (2,241,070)
     (3,665,994)Effect of exchange rate changes on cash
     136,830
     (19,137)Net increase in cash and cash equivalents
     1,212,077
     1,805,990Cash and cash equivalents at February 1
     11,832,260
     8,510,045Cash and cash equivalents at October 31
     $13,044,337
     $10,316,035 See accompanying notes to consolidated financial statements. 5


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 October 31, 2002 and the
			results of operations for the nine-month and  three-month  periods ended October 31, 2002 and 2001,  and changes in
			stockholders' equity and cash flows for the nine-month  periods then ended.  The results of operations for the nine-month
			and three-month periods ended October 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 $3,018,000 was acquired.  The following  unaudited pro-forma summary presents the consolidated
			results of operations for the nine-month periods ended October 31, 2002 and 2001 as if the Company had acquired
			Pristine on February 1, 2001:  Nine Months Ended October 31,2002
     
     2001Net sales
     $51,915,817
     
     $56,140,680Income before taxes
     6,473,660
     
     8,010,970Net income
     4,175,511
     
     5,086,967Earnings per share, basic
     $.68
     
     $.83Earnings per share, diluted
     $.67
     
     $.83
 6


MET-PRO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   NOTE 4  INVENTORIES  Inventories consisted of the following:  October
     31,
     
     January
     31,2002
     
     2002Raw materials
     $7,719,548
     
     $7,369,965Work in progress
     1,633,235
     
     1,559,273Finished goods
     4,998,811
     
     4,772,438$14,351,594
     
     $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:  Nine Months Ended October 31,2002
     
     2001Cash paid during the period for:Interest
     $353,937
        
     $434,209Income taxes
     2,006,171
        
     2,683,556   NOTE
6  OTHER INCOME, NET  Other
income, net was comprised of the following: Nine Months Ended October 31,
        
        Three Months Ended October 31, 2002
        2001
        
        2002
        2001Gain on sale of property and equipment
        $5,442
        $468,380
        
        $3,851
        $459,126Other, primarily interest income
        195,726
        255,086
        
        77,987
        69,421$201,168
        $723,466
        
        $81,838
        $528,547 7


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:  Nine Months Ended
     	
     	October 31,
     Three Months Ended
     	
     	October 31,2002
	2001
	2002
	2001Net salesProduct recovery/pollution control equipment
	$33,329,846
	
	$34,388,322
	
	$10,761,339
	
	$10,183,488Fluid handling equipment
	17,813,813
	
	19,903,448
	
	5,910,357
	
	6,180,457$51,143,659
	
	$54,291,770
	
	$16,671,696
	
	$16,363,945Income from operationsProduct recovery/pollution control equipment
	$4,134,415
	
	$3,958,801
	
	$1,427,136
	
	$749,777Fluid handling equipment
	2,359,793
	
	3,382,892
	
	853,032
	
	996,418$6,494,208
	
	$7,341,693
	
	$2,280,168
	
	$1,746,195  October 31,
     
     January
     31,2002
     
     2002Identifiable assetsProduct recovery/pollution control equipment
     
     $41,200,238
        
     $38,458,075Fluid handling equipment
     18,936,622
        
     18,209,15760,136,860
        
     56,667,232Corporate
     
     12,684,761
        
     11,402,960$72,821,621
        
     $68,070,192 8


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 was 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:  Nine Months Ended October 31, 2001 Basic Earnings
     
     Diluted EarningsNet Income
     
     Per Share
     
     Per ShareNet income as reported
     $4,847,459
     
     $ .79
     
     $ .79Add: amortization
     236,081
     
     .04
     
     .04Adjusted net income
     $5,083,540
     
     $ .83
     
     $ .83  In
April 2002, the FASB issued 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
nine-month period ended October 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


REPORT OF INDEPENDENT ACCOUNTANTS  To the Board of DirectorsMet-Pro CorporationHarleysville, Pennsylvania  We
have reviewed the accompanying consolidated balance sheet of Met-Pro Corporation and its
wholly-owned subsidiaries as of October 31, 2002, and the related consolidated statements
of operations for the nine-month and three-month periods ended October 31, 2002 and 2001
and stockholders equity and cash flows for the nine-month periods ended October 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
November 18, 2002 10


MET-PRO CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   Results
of Operations: The
following table sets forth, for the nine and three-month periods indicated, certain
financial information derived from the Companys consolidated statement of
operations expressed as a percentage of net sales.  Nine Months Ended
     Three Months EndedOctober 31,
     October 31, 2002
     2001
     2002
     2001Net sales
     100.0%
     
     100.0%
     
     100.0%
     
     100.0%Cost of goods sold
     65.3%
     
     65.6%
     
     63.7%
     
     67.3%Gross profit
     34.7%
     
     34.4%
     
     36.3%
     
     32.7%Selling expenses
     10.7%
     
     10.0%
     
     10.9%
     
     10.7%General and administrative expenses
     11.3%
     
     10.9%
     
     11.7%
     
     11.3%Income from operations
     12.7%
     
     13.5%
     
     13.7%
     
     10.7%Interest expense
     (.7%
     )
     (.8%
     )
     (.8%
     )
     (.9%
     )Other income, net
     .4%
     
     1.3%
     
     .5%
     
     3.2%Income before taxes
     12.4%
     
     14.0%
     
     13.4%
     
     13.0%Provision for taxes
     4.4%
     
     5.1%
     
     4.8%
     
     4.7%Net income
     8.0%
     
     8.9%
     
     8.6%
     
     8.3%  Nine
Months Ended October 31, 2002 vs Nine Months Ended October 31, 2001 Net
sales for the nine-month period ended October 31, 2002 were $51,143,659 compared to
$54,291,770 for the nine-month period ended October 31, 2001, a decrease of $3,148,111 or
5.8%. Sales in the Product Recovery/Pollution Control Equipment segment were $33,329,846
or $1,058,476 lower than the nine-month period ended October 31, 2001. Sales in the Fluid
Handling Equipment segment were $17,813,813 or $2,089,635 lower compared to the
nine-month period ended October 31, 2001. We believe that the decreased demand in both
business segments is attributed to a slow economy. Backlog
at October 31, 2002 totaled $11,516,999 compared to $10,951,097 at October 31, 2001. In
addition, at October 31, 2002 the Company had $6,576,590, compared to $4,003,234 at
October 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 nine-month period ended October 31, 2002 was $4,073,910 compared to
$4,847,459 for the nine-month period ended October 31, 2001, a decrease of $773,549 or
16.0%. The decrease in net income is principally related to a $444,279 net gain on the
sale of property and equipment associated with the Systems Divisions operations
during the nine-month period ended October 31, 2001, combined with lower sales in both of
the Companys business segments during the current fiscal year. The
gross margin for the nine-month period ended October 31, 2002 was 34.7% versus 34.4% for
the same period in the prior year. Selling
expense increased $31,213 during the nine-month period ended October 31, 2002 compared to
the same period last year. Selling expense as a percentage of net sales was 10.7% for the
nine-month period ended October 31, 2002 compared to 10.0% for the nine-month period
ended October 31, 2001. 11


MET-PRO CORPORATION Item
2. Management's Discussion and Analysis of Financial Condition and Results of Operations
continued...  General
and administrative expense was $5,792,008 for the nine-month period ended October 31,
2002 compared to $5,928,874 for the same period last year, a decrease of $136,866.
General and administrative expense as a percentage of net sales was 11.3% for the
nine-month period ended October 31, 2002 compared to 10.9% 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, offset by the
increase in pension and health care costs.  Interest
expense was $379,236 for the nine-month period ended October 31, 2002 compared to
$431,367 for the same period in the prior year, a decrease of $52,131. This decrease was
due primarily to lower outstanding principal indebtedness.  Other
income, net was $201,168 for the nine-month period ended October 31, 2002 compared to
$723,466 for the same period in the prior year, a decrease of $522,298. The reduction is
the result of recording a $444,279 net gain on the sale of property and equipment
associated with the Systems Divisions operations in West Chester, Pennsylvania
during the nine-month period ended October 31, 2001, combined with the reduction in
interest rates on our short-term investments during the current fiscal year.  The
effective tax rate for the nine-month periods ended October 31, 2002 and 2001 was 35.5%
and 36.5%, respectively.  Three
Months Ended October 31, 2002 vs Three Months Ended October 31, 2001  Net
sales for the three-month period ended October 31, 2002 were $16,671,696 compared to
$16,363,945 for the three-month period ended October 31, 2001, an increase of $307,751.
Sales in the Product Recovery/Pollution Control Equipment segment were $10,761,339 or
$577,851 higher than the three-month period ended October 31, 2001. Sales in the Fluid
Handling Equipment segment were $5,910,357 or $270,100 lower compared to the three-month
period ended October 31, 2001. We believe that the decreased demand in the Fluid Handling
Equipment business segment is attributed to a slow economy.  Net
income for the three-month period ended October 31, 2002 was $1,440,616 compared to
$1,355,325 for the three-month period ended October 31, 2001, an increase of $85,291 or
6.3%. The increase in net income is related to higher gross margins experienced in the
Product Recovery/Pollution Control Equipment segment, offset by a $444,279 net gain on
the sale of property and equipment associated with the Systems Divisions operations
during the three-month period ended October 31, 2001.  The
gross margin for the three-month period ended October 31, 2002 was 36.3% compared to
32.7% for the same period last year, due to higher gross margins experienced in the
Product Recovery/Pollution Control Equipment segment.  Selling
expenses increased $65,632 during the three-month period ended October 31, 2002 compared
to the same period last year. As a percentage of net sales, selling expense increased to
10.9% for the three-month period ended October 31, 2002 from 10.7% for the three-month
period ended October 31, 2001.  General
and administrative expense was $1,944,240 for the three-month period ended October 31,
2002 compared to $1,855,828 for the three-month period ended October 31, 2001, an
increase of $88,412. General and administrative expense for the three-month period ended
October 31, 2002 was 11.7% of net sales, compared to 11.3% of net sales for the same
period last year.  Interest
expense was $128,493 for the three-month period ended October 31, 2002 compared to
$140,370 for the same period in the prior year, or a decrease of 8.5%. This decrease was
due primarily to lower outstanding principal indebtedness.  Other
income, net was $81,838 for the three-month period ended October 31, 2002 compared to
$528,547 for the same period in the prior year, a decrease of $446,709. The reduction is
the result of recording a $444,279 net gain 12


MET-PRO CORPORATION Item
2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
continued...  on
the sale of property and equipment associated with the Systems Divisions operations
in West Chester, Pennsylvania during the three-month period ended October 31, 2001.  The
effective tax rate for the three-month period ended October 31, 2002 was 35.5% compared
to 36.5% for the three-month period ended October 31, 2001.  Liquidity:  The
Companys cash and cash equivalents were $13,044,337 on October 31, 2002 compared to
$11,832,260 on January 31, 2002, an increase of $1,212,077. This increase is the net
result of the following occurring during this nine-month period: cash flows provided by
operating activities of $4,413,381, proceeds received from new borrowing of $16,373,
proceeds received from the exercise of stock options totaling $310,619, exchange rate
changes of $136,830, and proceeds received from the sale of equipment amounting to
$19,112, offset by the payment of quarterly cash dividends amounting to $1,470,392 (net
of $101,533 of dividends returned to the Company for stock purchases under the Dividend
Reinvestment Plan), payments on long-term debt totaling $808,452, purchases of treasury
stock amounting to $289,218, investment in property, plant and equipment amounting to
$650,503 and cash payment for the acquisition of a business amounting to $465,673. 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 $10,574,818 on October 31, 2002 compared to $10,465,069 on
January 31, 2002, an increase of $109,749. 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 $14,351,594 on October 31, 2002 compared to $13,701,676 on January 31, 2002, an
increase of $649,918. 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 $10,314,779 on October 31, 2002 compared to $10,151,149 on
January 31, 2002, an increase of $163,630. Increases in current portion of long-term debt
and accrued expenses, offset by a reduction in accounts payable and 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 October 31, 2002 and January 31, 2002, working
capital was $29,183,069 and $27,260,530, respectively, and the current ratio was 3.8 and
3.7, respectively.  Capital Resources and
Requirements: Cash
flows provided by operating activities during the nine-month period ended October 31,
2002 amounted to $4,413,381 compared with $5,691,482 for the nine-month period ended
October 31, 2001, a decrease of $1,278,101. A significant amount of the decrease in cash
flows provided by operating activities for the nine-month period ended October 31, 2002
is attributed to a reduction in net income (of which $444,279 was due to the net gain on
the sale of property and equipment associated with the Systems Divisions operations
during the nine-month period ended October 31, 2001).  Cash
flows used in investing activities during the nine-month period ended October 31, 2002
amounted to $1,097,064 compared with $200,361 for the nine-month period ended October 31,
2001. The Companys investing activities principally represent the acquisition of a
business during the nine-month period ended October 31, 2002 and the purchase of
property, plant and equipment in the two operating segments during both years. 13


MET-PRO CORPORATION Item
2.Management's Discussion and Analysis of Financial Condition and Results of Operations
continued...  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 nine-month period ended October 31, 2002 utilized $2,241,070 of
available resources compared to $3,665,994 for the nine-month period ended October 31,
2001. The 2002 activity is the result of the payment of the quarterly cash dividends
amounting to $1,470,392 (net of $101,533 of dividends returned to the Company for stock
purchases under the Dividend Reinvestment Plan), reduction of long-term debt totaling
$808,452, plus the purchase of treasury stock totaling $289,218, offset by the proceeds
received through borrowing 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, and a quarterly dividend of $.09
per share payable on December 9, 2002 to stockholders of record as of November 29, 2002.  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. 14


MET-PRO CORPORATION Item
2.Management's Discussion and Analysis of Financial Condition and Results of Operations
continued...  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:  materially adverse changes in economic conditions in the markets served by us or in significant customers of ours;material changes in available technology;changes in accounting rules, which could result in an impact on earnings;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;unexpected results in our product development activities;loss of key customers;changes in product mix;project bid execution;changes in our existing management;exchange rate fluctuations;unexpected changes in our execution of customers' orders;changes in federal or state laws;rate of return on our pension assets;the  assertion of claims that the  Company's  products,  including  products produced by companies acquired by the Company, caused injury, loss or damage; andthe effect of acquisitions and other strategic ventures.  Item
3.  Qualitative and Quantitative Disclosures about Market Risk  We have no disclosure to make with
respect to this Item.  15


MET-PRO CORPORATION  Item
4.Controls and Procedures  Within
the ninety (90) day period prior to the date of this report, we carried out an
evaluation, under the supervision of and with the participation of our management
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures
pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (the Exchange
Act). Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that our disclosures are effective in timely alerting them to
material information relating to us, including our consolidated subsidiaries, required to
be included in our Exchange Act filing.  There
have been no significant changes in our internal controls or in other factors that could
significantly affect controls subsequent to the date we carried out our evaluation.        16


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  None  Item
5.Other Information  None  Item 6.Exhibits and Reports on Form 8-K  (a)
        Exhibit Required by Item 601 of Regulation S-K Exhibit No.
        Description99.1
        Certification Pursuant to 18                    U.S.C. Section 1350, As Adopted          Pursuant to Section 906 of the        Sarbanes-Oxley Act of 200299.2
        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 nine-month period ended October 31, 2002. 17


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 5, 2002
     /s/ William L. KacinWilliam L. KacinChairman, President andChief Executive Officer  December 5, 2002
     /s/ Gary J. MorganGary J. MorganVice President  of  Finance,Secretary and Treasurer, ChiefFinancial Officer, Chief AccountingOfficer and Director  18


MET-PRO CORPORATION CERTIFICATION UNDER
SECTION 302OF THE SARBANES-OXLEY
ACT OF 2002  I, William L. Kacin, certify that: 1.
     I have reviewed this Quarterly Report on Form 10-Q of Met-Pro Corporation;2.
     Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit tostate a
     material fact necessary to make the statements made, in light of the
     circumstances under which suchstatements
     were made, not misleading with respect to the period covered by this
     Quarterly Report;3.
     Based on
     my knowledge, the financial statements, and other financial information
     included in this QuarterlyReport, fairly present in all material respects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this Quarterly Report;4.
     The registrants other certifying officers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
     designed such disclosure controls and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Quarterly Report is being prepared;b)
     evaluated the effectiveness of the registrants disclosure controls and procedures as of a date withinninety (90) days prior to the filing date of this Quarterly Report (the Evaluation Date); andc)
     presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date; 5.
     The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to theregistrants auditors and the audit committee of registrants board of directors (or persons performing theequivalent function): a)
     all significant deficiencies in the design or operation of internal controls which could adversely affectthe registrants ability to record, process, summarize and report financial data and have identified forthe registrants auditors any material weaknesses in internal controls; andb)
     any
     fraud, whether or not material, that involves management or other employees
     who have a significantrole in the registrants internal controls; and 6.
     The registrants other certifying officers and I have indicated in this Quarterly Report whether ornot there were significant changes in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation, including anycorrective actions with regard to significant deficiencies and material weaknesses  /s/William L. Kacin
     December 5, 2002William L. KacinChief Executive Officer 19


MET-PRO CORPORATION CERTIFICATION UNDER
SECTION 302OF THE SARBANES-OXLEY
ACT OF 2002  I, Gary J. Morgan, certify that: 1.
     I have reviewed this Quarterly Report on Form 10-Q of Met-Pro Corporation;2.
     Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit tostate a
     material fact necessary to make the statements made, in light of the
     circumstances under which suchstatements
     were made, not misleading with respect to the period covered by this
     Quarterly Report;3.
     Based on
     my knowledge, the financial statements, and other financial information
     included in this QuarterlyReport, fairly present in all material respects the financial condition, results of operations and cash flows of theregistrant as of, and for, the periods presented in this Quarterly Report;4.
     The registrants other certifying officers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
     designed such disclosure controls and procedures to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this Quarterly Report is being prepared;b)
     evaluated the effectiveness of the registrants disclosure controls and procedures as of a date withinninety (90) days prior to the filing date of this Quarterly Report (the Evaluation Date); andc)
     presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls andprocedures based on our evaluation as of the Evaluation Date; 5.
     The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to theregistrants auditors and the audit committee of registrants board of directors (or persons performing theequivalent function): a)
     all significant deficiencies in the design or operation of internal controls which could adversely affectthe registrants ability to record, process, summarize and report financial data and have identified forthe registrants auditors any material weaknesses in internal controls; andb)
     any
     fraud, whether or not material, that involves management or other employees
     who have a significantrole in the registrants internal controls; and 6.
     The registrants other certifying officers and I have indicated in this Quarterly Report whether ornot there were significant changes in internal controls or in other factors that could significantlyaffect internal controls subsequent to the date of our most recent evaluation, including anycorrective actions with regard to significant deficiencies and material weaknesses  /s/ Gary J. Morgan
     December 5, 2002Gary J. MorganChief Financial Officer 20