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

                       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: April 30, 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 6,086,608 (as of April 30, 2002).


================================================================================
<PAGE>


                                                     INDEX


<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

  Item 1.       Financial Statements
<S>      <C>                                                                                                  <C>
         Consolidated balance sheet as of
                 April 30, 2002 and January 31, 2002.........................................................  2
         Consolidated statement of operations for the three-month
                 periods ended April 30, 2002 and 2001.......................................................  3
         Consolidated statement of stockholders' equity for the
                 three-month periods ended April 30, 2002 and 2001...........................................  4
         Consolidated statement of cash flows for the three-month
                 periods ended April 30, 2002 and 2001.......................................................  5
         Notes to consolidated financial statements..........................................................  6
         Report of independent accountants...................................................................  9

  Item 2.       Management's Discussion and Analysis of Financial Condition
                and Results of Operations.................................................................... 10


PART II - OTHER INFORMATION

  Item 1.        Legal Proceedings........................................................................... 13

  Item 2.        Changes in Securities and Use of Proceeds................................................... 13

  Item 3.        Defaults Upon Senior Securities............................................................. 13

  Item 4.        Submission of Matters to a Vote of Security Holders......................................... 13

  Item 5.        Other Information........................................................................... 13

  Item 6.        Exhibits and Reports on Form 8-K

                 (a) Exhibits Required by Item 601 of Regulation S-K......................................... 13
                 (b) Reports on Form 8-K..................................................................... 13


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

                                                        1
<PAGE>

                                               MET-PRO CORPORATION
                                           CONSOLIDATED BALANCE SHEET
                                                   (unaudited)

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                                                                               April 30,           January 31,
ASSETS                                                                           2002                 2002
--------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
Current assets
     Cash and cash equivalents                                               $11,816,022          $11,832,260
     Accounts receivable, net of allowance for doubtful
         accounts of approximately $252,000 and
         $229,000, respectively                                               11,282,210           10,465,069
     Inventories - Note 3                                                     13,952,956           13,701,676
     Prepaid expenses, deposits and other current assets                         966,351              911,457
     Deferred income taxes                                                       501,217              501,217
--------------------------------------------------------------------------------------------------------------
               Total current assets                                           38,518,756           37,411,679

Property, plant and equipment, net                                            12,391,056           12,505,114
Costs in excess of net assets of businesses acquired, net                     17,780,767           17,780,767
Other assets                                                                     357,379              372,632
--------------------------------------------------------------------------------------------------------------
               Total assets                                                  $69,047,958          $68,070,192
==============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------------
Current liabilities
     Current portion of long-term debt                                        $1,236,924           $1,231,469
     Accounts payable                                                          3,531,624            3,094,300
     Accrued salaries, wages and expenses                                      5,040,782            4,003,382
     Payroll and other taxes payable                                               6,664                2,645
     Dividend payable                                                            517,362              517,070
     Customers' advances                                                         247,271              749,734
--------------------------------------------------------------------------------------------------------------
               Total current liabilities                                      10,580,627            9,598,600

Long-term debt                                                                 6,761,283            7,125,195
Other non-current liabilities                                                     34,974              586,973
Deferred income taxes                                                            499,858              480,030
--------------------------------------------------------------------------------------------------------------
               Total liabilities                                              17,876,742           17,790,798
--------------------------------------------------------------------------------------------------------------

Stockholders' equity
     Common stock, $.10 par value; 18,000,000 shares
         authorized, 7,221,360 and 7,219,165 shares issued,
         of which 1,134,752 and 1,135,993 shares were reacquired
         and held in treasury at the respective dates                            722,136              721,916
     Additional paid-in capital                                                7,914,927            7,879,368
     Retained earnings                                                        56,672,884           55,990,079
     Accumulated other comprehensive loss                                       (647,441)            (827,737)
     Treasury stock, at cost                                                 (13,491,290)         (13,484,232)
--------------------------------------------------------------------------------------------------------------
               Total stockholders' equity                                     51,171,216           50,279,394
--------------------------------------------------------------------------------------------------------------
               Total liabilities and stockholders' equity                    $69,047,958          $68,070,192
==============================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                        2
<PAGE>

                                                 MET-PRO CORPORATION
                                      CONSOLIDATED STATEMENT OF OPERATIONS
                                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        April 30,

                                                                                 2002                 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
Net sales                                                                    $16,193,880          $17,556,044
Cost of goods sold                                                            10,665,049           11,138,386
--------------------------------------------------------------------------------------------------------------
Gross profit                                                                   5,528,831            6,417,658
--------------------------------------------------------------------------------------------------------------

Operating expenses
   Selling                                                                     1,774,824            1,843,707
   General and administrative                                                  1,824,129            1,912,887
--------------------------------------------------------------------------------------------------------------
                                                                               3,598,953            3,756,594
--------------------------------------------------------------------------------------------------------------

Income from operations                                                         1,929,878            2,661,064

Interest expense                                                                (120,994)            (151,069)
Other income, net                                                                 66,318               86,377
--------------------------------------------------------------------------------------------------------------
Income before taxes                                                            1,875,202            2,596,372

Provision for taxes                                                              675,074              960,657
--------------------------------------------------------------------------------------------------------------
Net income                                                                    $1,200,128           $1,635,715
==============================================================================================================
Earnings per share, basic (1)                                                       $.20                 $.27

Earnings per share, diluted(2)                                                      $.20                 $.27

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

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


     (1)  Basic earnings per share are based upon the weighted average number of
          shares of Common Stock  outstanding of 6,085,306 and 6,098,250 for the
          three-month periods ended April 30, 2002 and 2001, respectively.

     (2)  Diluted  earnings per share are based upon the weighted average number
          of shares of Common Stock  outstanding  of 6,136,370 and 6,157,844 for
          the three-month periods ended April 30, 2002 and 2001, respectively.

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

See accompanying notes to consolidated financial statements.

                                        3

<PAGE>
<TABLE>
<CAPTION>
                                                 MET-PRO CORPORATION
                                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                                     (unaudited)


                                                                              Accumulated
                                                 Additional                      Other
                                        Common     Paid-in     Retained      Comprehensive       Treasury
                                        Stock      Capital     Earnings      Income/(Loss)         Stock           Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>       <C>          <C>              <C>              <C>              <C>
Balances, January 31, 2002             $721,916  $7,879,368   $55,990,079      ($827,737)       ($13,484,232)    $50,279,394

Comprehensive income:
   Net income                                 -           -     1,200,128              -                   -
   Cumulative translation adjustment          -           -             -        138,038                   -
   Interest rate swap,
    net of tax of $24,290                    -           -             -         42,258                   -
     Total comprehensive income                                                                                  1,380,424

Dividends declared, $.085 per
   share                                      -           -      (517,323)             -                   -        (517,323)
Proceeds from issuance of
   common stock under dividend
   reinvestment plan (2,195
   shares)                                  220      34,459             -              -                   -          34,679
Stock option transactions                     -       1,100             -              -             118,900         120,000
Purchase of 8,759 shares of
   treasury stock                             -           -             -              -            (125,958)       (125,958)
-----------------------------------------------------------------------------------------------------------------------------
Balances, April 30, 2002               $722,136  $7,914,927   $56,672,884      ($647,441)       ($13,491,290)    $51,171,216
=============================================================================================================================


                                                                              Accumulated
                                                 Additional                      Other
                                        Common     Paid-in     Retained      Comprehensive       Treasury
                                        Stock      Capital     Earnings          (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                                 -           -     1,635,715              -                   -
   Cumulative translation adjustment          -           -             -       (102,972)                  -
       Total comprehensive income                                                                                  1,532,743

Dividends declared, $.085 per share           -           -      (518,939)             -                   -        (518,939)
Proceeds from issuance of
   common stock under dividend
   reinvestment plan (3,346
   shares)                                  334      38,072             -              -                   -          38,406
Stock option transactions                     -     (40,860)            -              -              70,860          30,000
Purchase of 137 shares of
   treasury stock                             -           -             -              -              (1,647)         (1,647)
-----------------------------------------------------------------------------------------------------------------------------
Balances, April 30, 2001               $720,992  $8,137,011   $52,997,576      ($594,135)       ($13,119,515)    $48,141,929
=============================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                                 MET-PRO CORPORATION
                                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                                     (unaudited)

                                                                                   Three Months Ended
                                                                                        April 30,
                                                                                2002                 2001
-------------------------------------------------------------------------------------------------------------
                                           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<S>                                                                          <C>                  <C>

Cash flows from operating activities
   Net Income                                                                $1,200,128           $1,635,715
   Adjustments to reconcile net income to net
           cash provided by operating activities:
       Depreciation and amortization                                            365,054              517,082
       Deferred income taxes                                                     19,828               (7,125)
       Gain on sale of property and equipment, net                               (6,000)              (9,102)
       Allowance for doubtful accounts                                           23,392               22,486
       (Increase) decrease in operating assets
           Accounts receivable                                                 (803,869)           1,198,312
           Inventories                                                         (202,917)          (1,381,544)
           Prepaid expenses and other current assets                            (51,481)             (59,548)
           Other assets                                                          (1,800)              (1,725)
       Increase (decrease) in operating liabilities
           Accounts payable, accrued expenses and taxes                       1,450,005             (139,745)
           Customers' advances                                                 (502,463)             457,600
           Other non-current liabilities                                       (551,999)              22,103
-------------------------------------------------------------------------------------------------------------
         Net cash provided by operating activities                              937,878            2,254,509
-------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
   Proceeds from sale of property and equipment                                   6,000               49,350
   Acquisitions of property and equipment                                      (195,753)            (341,507)
-------------------------------------------------------------------------------------------------------------
         Net cash (used in) investing activities                               (189,753)            (292,157)
-------------------------------------------------------------------------------------------------------------

Cash flows from financing activities
   Reduction of debt                                                           (316,199)            (503,708)
   Exercise of stock options                                                    120,000               30,000
   Payment of dividends                                                        (482,352)            (479,756)
   Purchase of treasury shares                                                 (125,958)              (1,647)
-------------------------------------------------------------------------------------------------------------
         Net cash (used in) financing activities                               (804,509)            (955,111)
-------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                                          40,146              (24,900)
-------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                            (16,238)             982,341

Cash and cash equivalents at February 1                                      11,832,260            8,510,045
-------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at April 30                                       $11,816,022           $9,492,386
-------------------------------------------------------------------------------------------------------------
</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.,  and  Mefiag  B.V.  (collectively   "Met-Pro"  or  the
"Company").  All significant  intercompany  accounts and transactions  have been
eliminated in consolidation.



NOTE 2 - BASIS OF PRESENTATION

In the opinion of management,  the accompanying  unaudited financial  statements
contain all adjustments necessary to present fairly the financial position as of
April 30, 2002 and the results of operations,  changes in  stockholders'  equity
and cash flows for the  three-month  periods ended April 30, 2002 and 2001.  The
results of operations  for the  three-month  period ended April 30, 2002 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 - INVENTORIES

Inventories consisted of the following:

                                       April 30,       January 31,
                                         2002             2002
                                    -------------     ------------
Raw materials                         $7,505,125       $7,369,965
Work in progress                       1,587,870        1,559,273
Finished goods                         4,859,961        4,772,438
                                    -------------     ------------
                                     $13,952,956      $13,701,676
                                    =============     ============




NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION

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

                                      Three Months Ended April 30,
                                          2002             2001
                                    -------------     ---------------
Cash paid during the period for:
     Interest                           $120,994         $152,480
     Income taxes                         38,216          192,697



                                        6
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 5 - OTHER INCOME, NET

Other income, net was comprised of the following:

<TABLE>
<CAPTION>
                                                                               Three Months Ended April 30,
                                                                                 2002                 2001
                                                                           -----------------------------------
<S>                                                                              <C>                  <C>
Gain on sale of property and equipment                                            $6,000               $9,102
Other, primarily interest income                                                  60,318               77,275
                                                                           -----------------------------------
                                                                                 $66,318              $86,377
                                                                           ===================================
</TABLE>



NOTE 6 - 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>

                                                                               Three Months Ended April 30,
                                                                                 2002                 2001
                                                                           -----------------------------------
<S>                                                                         <C>                  <C>
Net sales
   Product recovery/pollution control equipment                              $10,309,621          $10,361,710
   Fluid handling equipment                                                    5,884,259            7,194,334
                                                                            -------------        -------------
                                                                             $16,193,880          $17,556,044
                                                                            =============        =============

Income from operations
   Product recovery/pollution control equipment                               $1,243,500           $1,271,277
   Fluid handling equipment                                                      686,378            1,389,787
                                                                            -------------        -------------
                                                                              $1,929,878           $2,661,064
                                                                            =============        =============


                                                                               April 30,           January 31,
                                                                                 2002                 2002
                                                                           -----------------------------------
Identifiable assets
   Product recovery/pollution control equipment                              $37,990,934          $38,945,179
   Fluid handling equipment                                                   18,267,551           18,209,157
                                                                             ------------         ------------
                                                                              56,258,485           57,154,336
   Corporate                                                                  12,789,473           10,915,856
                                                                            -------------        -------------
                                                                             $69,047,958          $68,070,192
                                                                            =============        =============
</TABLE>




                                                        7
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




NOTE 7 - 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>

                                                   Three Months Ended April 30, 2001
                                       -----------------------------------------------------------
                                                           Basic Earnings       Diluted Earnings
                                         Net Income          per Share              per Share
                                       ---------------    -----------------    -------------------
<S>                                        <C>                       <C>                    <C>
        Net income as reported             $1,635,715                $ .27                  $ .27

        Add:  amortization                     78,073                  .01                    .01
                                       ---------------    -----------------    -------------------

        Adjusted net income                $1,713,788                $ .28                  $ .28
                                       ===============    =================    ===================
</TABLE>




NOTE 8 - 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.

<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 April 30, 2002,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the three-month periods ended April 30, 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
May 21, 2002

                                        9
<PAGE>

                               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 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>
                                                               Three Months Ended
                                                                    April 30,
                                                          2002                    2001
           -----------------------------------------------------------------------------
<S>                                                      <C>                     <C>
           Net sales                                     100.0%                  100.0%
           Cost of goods sold                             65.9%                   63.4%
           -----------------------------------------------------------------------------
           Gross profit                                   34.1%                   36.6%

           Selling expenses                               11.0%                   10.5%
           General and administrative expenses            11.2%                   10.9%
           -----------------------------------------------------------------------------
           Income from operations                         11.9%                   15.2%

           Interest expense                                (.7%)                   (.9%)
           Other income, net                                .4%                     .5%
           -----------------------------------------------------------------------------
           Income before taxes                            11.6%                   14.8%
           Provision for taxes                             4.2%                    5.5%
           -----------------------------------------------------------------------------
           Net income                                      7.4%                    9.3%
           =============================================================================
</TABLE>


Three Months Ended April 30, 2002 vs Three Months Ended April 30, 2001

Net sales for the  three-month  period  ended  April 30,  2002 were  $16,193,880
compared to  $17,556,044  for the  three-month  period  ended April 30,  2001, a
decrease of $1,362,164 or 7.8%. Sales in the Product  Recovery/Pollution Control
Equipment segment were $10,309,621 or slightly lower than the three-month period
ended  April  30,  2001.  Sales in the Fluid  Handling  Equipment  segment  were
$5,884,259 or 18.2% lower than the  three-month  period ended April 30, 2001. We
believe that the decreased demand is attributed to a slowing economy, especially
in the Fluid Handling Equipment segment.

Backlog at April 30, 2002 totaled  $9,306,079  compared to  $13,540,476 at April
30, 2001. In addition,  at April 30, 2002, the Company had $4,987,777,  compared
to $4,280,236 at April 30, 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  three-month  period  ended  April 30,  2002 was  $1,200,128
compared to  $1,635,715  for the  three-month  period  ended April 30,  2001,  a
decrease of $435,587 or 26.6%. The decrease in net income is principally related
to the lower sales in the Fluid Handling Equipment segment.

The gross  margin for the  three-month  period  ended  April 30,  2002 was 34.1%
versus  36.6% 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  36.3% of the Company's sales in the three-month
period ended April 30, 2002 compared to 41.0% for the  three-month  period ended
April 30, 2001.

Selling expense decreased $68,883 during the three-month  period ended April 30,
2002 compared to the same period last year.  Selling  expense as a percentage of
net sales was 11.0% for the three-month  period ended April 30, 2002 compared to
10.5% for the three-month period ended April 30, 2001.



                                       10
<PAGE>

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


General and  administrative  expense was $1,824,129 for the  three-month  period
ended April 30, 2002  compared to  $1,912,887  for the same period last year,  a
decrease of $88,758.  General and administrative  expense as a percentage of net
sales was 11.2% for the  three-month  period  ended April 30,  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.

Interest  expense was $120,994 for the  three-month  period ended April 30, 2002
compared  to $151,069  for the same  period in the prior year,  or a decrease of
$30,075.  During the first quarter ended April 30, 2002, the Company reduced its
long-term debt by $358,457 and by $1,431,100 since April 30, 2001.

Other income,  net, decreased $20,059 for the three-month period ended April 30,
2002  compared  to the  three-month  period  ended April 30,  2001,  principally
because of the reduction in interest rates on our short-term investments.

The  effective  tax rates for the  three-month  periods ended April 30, 2002 and
April 30, 2001 were 36.0% and 37.0%, respectively.


Liquidity:

The  Company's  cash and cash  equivalents  were  $11,816,022  on April 30, 2002
compared to  $11,832,260  on January  31,  2002,  a decrease  of  $16,238.  This
decrease is the net result of the  positive  cash flows  provided  by  operating
activities  of  $937,878,  proceeds  received  from  the  sale of  property  and
equipment  amounting  to $6,000,  and  proceeds  of $120,000  received  from the
exercise of stock  options,  offset by payment of the  quarterly  cash  dividend
amounting to $482,352  (net of $34,679 of dividends  returned to the Company for
stock purchases  under the Dividend  Reinvestment  Plan),  payments on long-term
debt totalling $316,199,  purchases of treasury stock amounting to $125,958, and
investment in property and equipment  amounting to $195,753.  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 $11,282,210 on April 30, 2002 compared to
$10,465,069 on January 31, 2002, which  represents an increase of $817,141.  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  $13,952,956  on April 30,  2002  compared to  $13,701,676  on
January  31,  2002,  an  increase  of  $251,280.  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  $10,580,627  on April 30,  2002  compared to
$9,598,600  on January 31, 2002, an increase of $982,027.  Accounts  payable 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 April 30, 2002 and January 31, 2002,  working  capital was $27,938,129 and
$27,813,079, respectively, and the current ratio was 3.6 and 3.9, respectively.



                                       11
<PAGE>


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


Capital Resources and Requirements:

Cash flows provided by operating  activities during the three-month period ended
April 30, 2002 amounted to $937,878  compared with $2,254,509 in the three-month
period  ended April 30, 2001, a decrease of  $1,316,631.  This  decrease in cash
flows from operating  activities was due  principally to an increase in accounts
receivables and inventories, and a decrease in net income, customer advances and
other  non-current  liabilities  offset by an increase in the  accounts  payable
balance.

Cash flows used in  investing  activities  during the  three-month  period ended
April 30, 2002 amounted to $189,753  compared with $292,157 for the  three-month
period ended April 30, 2001.  The  Company's  investing  activities  principally
represent the acquisitions of property, plant and equipment in the two operating
segments.

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 three-month period ended April 30, 2002 utilized
$804,509 of available  resources compared to $955,111 for the three-month period
ended April 30,  2001.  The  $150,602  decrease in cash flows used in  financing
activities  is primarily  due to a reduction in debt  payments of $187,509.  The
2002  activity  is the result of the  payment  of the  quarterly  cash  dividend
amounting to $482,352  (net of $34,679 of dividends  returned to the Company for
stock purchases under the Dividend  Reinvestment  Plan),  reduction of long-term
debt totalling $316,199, plus the purchase of treasury stock totalling $125,958,
offset by the proceeds from the exercise of stock options totalling $120,000.

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


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:


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 our accounting rules promulgated by regulatory agencies,
     including the Securities and Exchange Commission, which could result in an
     impact on earnings;

o    unexpected results in our product development activities;

o    retention of customers;

o    changes in our existing management;

o    unexpected changes in our execution of customers orders; and

o    changes in federal or state laws.


                                       12
<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.   Submission of Matters to a Vote of Security Holders

None

Item 5.   Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

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

          None

          (b)  Reports on Form 8-K

          There were no Current Reports on Form 8-K filed for the three-month
          period ended April 30, 2002.








                                       13
<PAGE>

                               MET-PRO CORPORATION




                                   SIGNATURES


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





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



June 7, 2002                                 /s/ William L. Kacin
                                             -----------------------------------
                                             William L. Kacin,
                                             Chairman, President and
                                             Chief Executive Officer




June 7, 2002                                 /s/ Gary J. Morgan
                                             -----------------------------------
                                             Gary J. Morgan,
                                             Vice President - Finance,
                                             Secretary and Treasurer, Chief
                                             Financial Officer, Chief Accounting
                                             Officer and Director










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