SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QA


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


                    For the quarter ended: September 30, 2001


                         Commission file number: 1- 448


                                  MESTEK, INC.


                            Pennsylvania Corporation


                       I.R.S. Employer Identification No.
                                  25 - 0661650


                              260 North Elm Street
                         Westfield, Massachusetts 01085


                            Telephone: (413) 568-9571


The Registrant 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 has
been subject to such filing requirements for the past 90 days.


The number of shares of Common Stock outstanding as of November 2, 2001 was
8,721,603.


<PAGE>


                                  MESTEK, INC.

                          QUARTERLY REPORT ON FORM 10-Q
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001


                                      INDEX


                                                                     Page No.
PART I - FINANCIAL INFORMATION

Condensed consolidated balance sheets at September 30, 2001
         and December 31, 2000                                           3-4

Condensed consolidated statements of income for the three months ended
         September 30, 2001 and 2000 and the nine months ended
         September 30, 2001 and 2000                                        5

Condensed consolidated statements of cash flows for the nine
         months ended September 30, 2001 and 2000                           6

Condensed consolidated statement of changes in shareholders' equity
         for the period from January 1, 2000 through September 30, 2001     7

Notes to the condensed consolidated financial statements                  8-15

Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       15-17


PART II - OTHER INFORMATION

Item 3 - Legal Proceedings                                                  17

Item 6 - Exhibits and Reports on Form 8-K                                   17

Statement of Computation of Per share Earnings                              17

SIGNATURE                                                                   18


In the opinion of management, the information contained herein reflects all
adjustments necessary to make the results of operations for the interim periods
a fair statement of such operations. All such adjustments are of a normal
recurring nature.


<PAGE>


PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements

<TABLE>

                                                             MESTEK, INC.
                                                 CONDENSED CONSOLIDATED BALANCE SHEETS


<CAPTION>
                                                                             Sept. 30,                 Dec. 31,
                                                                               2001                      2000
                                                                               ----                      ----
                                                                                   (Dollars in thousands)
                                                                             (Unaudited)              (Audited)
ASSETS
Current Assets
<S>                                                                             <C>                       <C>
     Cash                                                                       $2,960                    $2,417
     Accounts Receivable - less allowances of
         $4,641and $3,746 respectively                                          67,242                    64,832
     Unbilled Accounts Receivable                                                  573                        27
     Inventories                                                                68,675                    70,911
     Deferred Tax Benefit                                                        3,333                     3,333
     Note Receivable                                                             1,575                       ---
     Other Current Assets                                                        4,472                     6,489
                                                                          ------------               -----------

         Total Current Assets                                                  148,830                   148,009

Property and Equipment - net                                                    55,796                    73,489
Notes Receivable                                                                 ---                         800
Other Assets and Deferred Charges - net                                         12,870                    14,526
Excess of Cost over Net Assets of Acquired Companies                            57,993                    56,665
                                                                           -----------                ----------

         Total Assets                                                        $ 275,489                 $ 293,489
                                                                             =========                 =========



See the Notes to Condensed Consolidated Financial Statements
     (Continued on next page)
</TABLE>



<PAGE>

<TABLE>

                                                             MESTEK, INC.
                                           CONDENSED CONSOLIDATED BALANCE SHEETS (continued)
                                                              (Unaudited)



<CAPTION>
                                                                       Sept. 30,                    Dec. 31,
                                                                         2001                         2000
                                                                         ----                         ----
                                                                           (Dollars in thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
<S>                                                                    <C>                              <C>
     Current Portion of Long-Term Debt                                 $    32,758                      $    63,418
     Accounts Payable                                                       22,238                           19,646
     Accrued Compensation                                                    4,420                            6,903
     Accrued Commissions                                                     2,310                            2,528
     Progress Billings in Excess of Cost and Estimated Earnings                288                              283
     Customer Deposits                                                       4,913                            9,321
     Other Accrued Liabilities                                              24,979                           19,658
                                                                       -----------                      -----------

         Total Current Liabilities                                          91,906                          121,757

Long-Term Debt                                                                 180                              240
Other Liabilities                                                            3,074                            5,064
                                                                       -----------                     ------------

         Total Liabilities                                                  95,160                          127,061
                                                                        ----------                       ----------

Minority Interests                                                           1,097                            2,746
                                                                       -----------                     ------------

Shareholders' Equity
     Common Stock - no par, stated value $0.05
         per share, 9,610,135 shares issued                                    479                              479
     Paid in Capital                                                        15,434                           15,434
     Retained Earnings                                                     174,710                          158,697
     Treasury Shares, at cost (867,032 and 846,132
         common shares, respectively)                                     (10,101)                          (9,733)
     Cumulative Translation Adjustment                                     (1,290)                          (1,195)
                                                                       -----------                      -----------

         Total Shareholders' Equity                                        179,232                          163,682
                                                                        ----------                       ----------


         Total Liabilities and Shareholders' Equity                      $ 275,489                        $ 293,489
                                                                         =========                        =========





See the Notes to Condensed Consolidated Financial Statements.
</TABLE>


<PAGE>

<TABLE>

                                                             MESTEK, INC.
                                              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                              (Unaudited)


<CAPTION>
                                                          Three Months Ended                 Nine Months Ended
                                                             September 30,                    September 30,
                                                        2001              2000             2001              2000
                                                      --------          --------         --------          --------
                                                          (Dollars in thousands, except earnings per common share)

<S>                                                  <C>               <C>              <C>               <C>
Net Sales                                            $ 104,219         $ 105,702        $ 294,739         $ 268,416
Net Service Revenues                                       134               164              487               685
                                                   -----------       -----------      -----------      ------------

     Total Revenues                                    104,353           105,866          295,226           269,101

Cost of Goods Sold                                      77,090            76,586          215,997           192,807
Cost of Service Revenues                                    80               149              363               471
                                                  ------------        ----------       ----------      ------------

     Gross Profit                                       27,183            29,131           78,866            75,823

Selling Expense                                         13,343            13,521           39,965            36,155
General and Administrative Expense                       5,403             5,738           14,871            14,408
Engineering Expense                                      3,558             3,043           10,028             8,503
Restructuring Charges                                  ---              ---                   774            ---
                                               --------------    -------------        ----------- -----------------

     Operating Profit                                    4,879             6,829           13,228            16,757

Equity Loss in Investee                                (1,081)            ---             (1,081)            ---
Interest Expense                                         (241)             (606)            (598)             (673)
Other Income (Expense) - net                                42                40            (277)                88
                                                    ----------       -----------      -----------     -------------
Income from Continuing
     Operations Before Income Taxes                      3,599             6,263           11,272            16,172

Income Taxes                                             1,400             2,319            4,349             6,194
                                                     ---------        ----------       ----------       -----------

Income from Continuing Operations                        2,199             3,944            6,923             9,978
                                                     ---------        ----------       ----------       -----------

Discontinued Operations:

     Gain on Sale of Discontinued Operations             ---              ---              16,572            ---
     Applicable Income Tax Expense                    ---              ---                  7,482            ---
                                                 -----------     ------------          ----------      ------------
     Net Gain on Sale of Discontinued Operations      ---              ---                  9,090            ---
                                                 -----------     ------------          ----------      ------------


     Income from Operations of
         Discontinued Segment Before Taxes               ---                 176             ---                831
     Applicable Income Tax (Expense) Benefit          ---                    (86)         ---                 (404)
                                                 -----------        ------------- --------------        -----------
     Income from Discontinued Operations              ---                     90          ---                   427
                                                 -----------                      --------------

Net Income                                           $   2,199         $   4,034        $  16,013         $  10,405
                                                     ---------         ---------        ---------         ---------

Basic Earnings Per Common Share:
     Continuing Operations                          $      .25        $      .45       $      .79       $      1.14
     Discontinued Operations                         ---                     .01             1.04               .05
                                                ------------           ---------     ------------         ---------
     Net Income                                     $      .25        $      .46      $      1.83       $      1.19
                                                    ==========        ==========      ===========       ===========

Basic Weighted Average Shares Outstanding                8,722             8,743            8,725             8,743
                                                    ==========        ==========       ==========        ==========

Diluted Earnings Per Common Share:
     Continuing Operations                          $      .25        $      .45       $      .79       $      1.14
     Discontinued Operations                         ---                     .01             1.04               .05
                                                ------------           ---------    -------------      ------------
     Net Income                                     $      .25        $      .46      $      1.83       $      1.19
                                                    ==========        ==========      ===========       ===========

Diluted Weighted Average Shares Outstanding              8,760             8,760            8,754             8,760
                                                    ==========        ==========       ==========        ==========

See the Notes to Condensed Consolidated Financial Statements.

Note: Year-to-date September 30, 2001 earning per share figures do not equal the sum of individual quarters due to rounding
differences.
</TABLE>


<PAGE>


<TABLE>
                                                             MESTEK, INC.
                                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                              (Unaudited)
<CAPTION>
                                                                                           Nine Months Ended
                                                                                             September 30,
                                                                                    2001                       2000
                                                                                    ----                       ----
                                                                                             (Dollars in thousands)
Cash Flows from Operating Activities:

<S>                                                                              <C>                        <C>
     Net Income                                                                  $16,013                    $10,406
Adjustments to Reconcile Net Income to Net Cash
     Provided by Operating Activities:
     Depreciation and Amortization                                                 7,456                      9,296
     Provision for Losses on Accounts Receivable, net of write-offs                1,138                      1,053
Cash Flows (Used) by Changes In:
     Assets and Liabilities                                                      (9,064)                   (10,959)
                                                                                 -------                   --------

     Net Cash Provided by Operating Activities                                    15,543                      9,796
                                                                                --------                  ---------

Cash Flows from Investing Activities:
Investment in CareCentric (f/k/a Simione Central Holdings, Inc.)                   ---                      (3,000)
Capital Expenditures                                                             (1,506)                    (7,348)
Net Book Value of National Northeast
     Assets and Liabilities disposed of                                           31,438                     ---
Acquisition of Businesses (net of cash acquired)                                (12,100)                   (41,537)
                                                                                --------                   --------

Net Cash Provided by (Used in) Investing Activities                               17,832                   (51,885)
                                                                                --------                   --------

Cash Flows from Financing Activities:
     Net (Repayments) Borrowings
         Under Line of Credit Agreement                                         (30,660)                     41,328
     Principal Payments Under Long Term Debt Obligations                            (60)                       (91)
     Repurchase of Common Stock                                                    (368)                      (417)
     Increase in Minority Interests                                              (1,649)                      (128)
     Cumulative Translation Adjustments                                             (95)                       (40)
                                                                             -----------                -----------

Net Cash (Used In) Provided by Financing Activities                             (32,832)                     40,652
                                                                                --------                     ------

Net Increase (Decrease) in Cash and Cash Equivalents                                 543                    (1,437)
Cash and Cash Equivalents - Beginning of Period                                    2,417                      4,468
                                                                              ----------                  ---------

Cash and Cash Equivalents - End of Period                                        $ 2,960                    $ 3,031
                                                                                 -------                    -------

See the Notes to Condensed Consolidated Financial Statements.
</TABLE>


<PAGE>

<TABLE>

<CAPTION>
                                                             MESTEK, INC.
                                  CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                                              (Unaudited)

                                       For the period January 1, 2000 through September 30, 2001



                                                                                                 Cumulative
                                             Common      Paid In       Retained     Treasury     Translation
                                             Stock       Capital       Earnings     Shares       Adjustment        Total


<S>               <C>                        <C>         <C>           <C>           <C>         <C>               <C>
Balance - January 1, 2000                    $479        $15,434       $143,180      ($9,393)    ($1,083)          $148,617
Net Income                                                               17,068                                      17,068
Dividends Paid in MCS, Inc. Common Stock                                 (1,551)                                     (1,551)
Common Stock Repurchased                                                                (340)                          (340)
Cumulative Translation Adjustment                                                                   (112)              (112)
                                             --------------------------------------------------------------------------------------
Balance - December 31, 2000                   479         15,434        158,697       (9,733)     (1,195)           163,682
                                             ======================================================================================

Net Income                                                16,013                                                     16,013
Common Stock Repurchased                                                                (368)                          (368)
Cumulative Translation Adjustment                                                                    (95)               (95)
                                             --------------------------------------------------------------------------------------

Balance - September 30, 2001                 $479        $15,434       $174,710     ($10,101)    ($1,290)          $179,232
                                             ======================================================================================







See the Notes to the Condensed Consolidated Financial Statements.
</TABLE>



<PAGE>


                                  MESTEK, INC.

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. In the opinion of management, the
financial statements include all material adjustments, consisting solely of
normal recurring adjustments, necessary for a fair presentation of the Company's
financial position, results of operations and cash flows. The results of this
interim period are not necessarily indicative of results for the entire year.

Certain financial information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principle have been condensed or omitted. These financial statements should be
read in conjunction with the consolidated financial statements and notes thereto
as of December 31, 2000 appearing in the Company's Report on Form 10-K for the
year ended December 31, 2000.

Inventories

Inventories are valued at the lower of cost or market. Cost of inventories is
determined principally by the last-in, first-out (LIFO) method.

Income Taxes

Provisions for income tax in the amounts of $1,400,000 and $2,319,000 were
recorded for the three months ended September 30, 2001 and 2000, respectively.

Excess of Cost Over Net Assets of acquired Companies (Goodwill)
---------------------------------------------------------------

The Company amortizes Goodwill on the straight-line basis over the estimated
period to be benefited. The Company continually evaluates the carrying value of
Goodwill. Any impairments would be recognized when the expected future operating
cash flows derived from such Goodwill is less than their carrying value.

Comprehensive Income

For the periods ended September 30, 2001 and September 30, 2000, respectively,
the components of other comprehensive income were immaterial and consisted
solely of foreign currency translation adjustments.

Reclassification

Reclassifications are made periodically to previously issued financial
statements to conform with the current year presentation.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) 141, Business Combinations and SFAS 142, Goodwill
and Intangible Assets. SFAS 141 is effective for all business combinations
completed after June 30, 2001. SFAS 142 is effective for fiscal years beginning
after December 15, 2001; however, certain provisions of this Statement apply to
goodwill and other intangible assets acquired between July 1, 2001 and the
effective date of SFAS 142. Major provisions of these Statements and their
effective dates for the Company are as follows: (i) all business combinations
initiated after June 30, 2001 must use the purchase method of accounting. The
pooling of interest method of accounting is prohibited except for transactions
initiated before July 1, 2001, (ii) Intangible assets acquired in a business
combination must be recorded separately from goodwill if they arise from
contractual or other legal rights or are separable from the acquired entity and
can be sold, transferred, licensed, rented or exchanged, either individually or
as part of a related contract, asset or liability. (iii) Goodwill and intangible
assets with indefinite lives acquired after June 30, 2001, will not be
amortized. Effective January 1, 2002, all previously recognized goodwill and
intangible assets with indefinite lives will no longer be subject to
amortization. (iv) Effective January 1, 2002, goodwill and intangible assets
with indefinite lives will be tested for impairment annually and whenever there
is an impairment indicator and (v) all acquired goodwill must be assigned to
reporting units for purposes of impairment testing and segment reporting. The
Company is currently evaluating the impact the SFAS 141 and 142 will have on its
financial reporting requirements.


Note 2 - Business Acquisitions

On July 2, 2001 the Company, through its wholly owned subsidiary, Formtek, Inc.,
completed the acquisition of 100% of the outstanding common stock of SNS
Properties, Inc. (SNS), an Ohio corporation based in Warrensville Heights, Ohio.
SNS, through its Yoder, Krasny Kaplan and Mentor AGVS businesses, manufactures
sophisticated metal forming equipment, tube mills, pipe mills, custom engineered
material handling equipment, and automated guided vehicle systems for the global
market. The purchase price paid for the stock was $12.1 million and included
$7.7 million in goodwill. The Company also acquired a related manufacturing
plant in Bedford Heights, Ohio for $1.1 million.


Note 3 - Discontinued Operation

On January 9, 2001 the Company completed the sale of its 89.5% owned subsidiary,
National Northeast Corporation ("National"), an aluminum extruder and heat sink
fabricator, to Alpha Technologies Group, Inc. ("Alpha") for a total cash
consideration of $49.9 million. The Company's net pre-tax gain, after accounting
for the minority interest and related costs of sale, was approximately $16.6
million. The Income Tax Expense recorded in respect of the gain is higher than
would be suggested by applying statutory rates to the gain recorded for
accounting purposes due principally to the fact that as part of the agreement
for sale the Company agreed to make on behalf of Alpha an election under
Internal Revenue Code Section 338(h)10 which requires that the Company treat the
transaction for tax purposes as a deemed sale of 100% of National's assets, the
tax consequences of which inure to the Company. The Company has accounted for
the transaction as a Gain on Disposal of Discontinued Operations in accordance
with APB30.


Note 4 - Inventories

Inventories consisted of the following at:
                                                September 30,     December 31,
                                                    2001                 2000
                                                    ----                 ----

Finished Goods                                  $19,978                $16,969
Work-in-progress                                 21,604                 22,488
Raw materials                                    34,359                 38,776
                                                -------                --------
                                                 75,941                 78,233
Less provision for LIFO method of valuation      (7,267)                (7,322)
                                                --------               --------

                                                $68,674                $70,911
                                                =======                =======


Note 5 - Property and Equipment

                                                September 30,         Dec. 31,
                                                    2001                 2000
                                                ----------            ---------

Land                                              $4,316                $4,636
Building                                          26,006                28,639
Leasehold Improvements                             4,821                 4,839
Equipment                                         87,737               105,763
                                                --------               -------

                                                 122,880               143,877
Accumulated Depreciation                         (67,084)             (70,388)
                                                --------              --------

                                                 $55,796               $73,489
                                                 =======               =======


Note 6 - Long-Term Debt

                                                September 30          Dec. 31,
                                                    2001                2000
                                                -------------          --------

Revolving Loan Agreement                          32,260                48,336
Note Payable                                        ---                 15,000
Other Bonds and Notes Payable                        678                   322
                                                  -------              --------

                                                  32,938                63,658
Less Current Maturities                          (32,758)             (63,418)
                                                 --------             --------

                                                    $180                  $240
                                                 =========             =======

         Revolving Loan Agreement - The Company has a Revolving Loan Agreement
and Letter of Credit Facility (the Agreement) with a commercial bank. The
Agreement has been amended and extended on a one-year basis through April 30,
2002. The Agreement as amended provides $50 million of unsecured revolving
credit including $10 million of standby letter of credit capacity. Borrowings
under the Agreement bear interest at a floating rate based on the bank's prime
rate less one percent (1.00%) or, at the discretion of the borrower, LIBOR plus
a quoted market factor or, alternatively, in lieu of the prime based rate, a
rate based on the overnight Federal Funds Rate. The Revolving Loan Agreement
contains financial covenants, which require that the Company maintain ratios,
relating to interest coverage and leverage. This Agreement also contains
restrictions regarding the creation of indebtedness, the occurrence of mergers
or consolidations, the sale of subsidiary stock and the payment of dividends in
excess of 50 percent of net income. The Company expects to renew the Agreement
on Substantially equivalent terms before its expiration.

         Note Payable - The Company has an unsecured uncommitted Demand Loan
Facility with a second commercial bank under which the Company can borrow up to
$25,000,000 on a LIBOR basis. On January 9, 2001, the company paid off the
$15,000,000 outstanding balance. No balance was outstanding under the Demand
Loan facility as of September 30, 2001. The facility has been renewed through
June 30, 2002. The Company expects to renew the facility on substantially
equivalent terms before its expiration.


Note 7 - Interim Segment Information

Description of the types of products and services from which each reportable
segment derives its revenues:

As described in Note 3, the Company completed the sale of National Northeast
Corporation, (National) on January 9, 2001. National historically represented
the largest division in the Company's Metal Products segment. The Company has
elected to incorporate the Metal Products segment's remaining units, Omega Flex,
Inc. and Boyertown Foundry Company into the Heating, Ventilating, and Air
Conditioning segment (HVAC) as of January 1, 2001. First quarter 2000 segment
information has been similarly reclassified for purposes of comparability.

Effective January 1, 2001, therefore, the Company has two reportable segments:
the manufacture of heating, ventilating and air-conditioning equipment (HVAC)
and the manufacture of metal handling and metal forming machinery (Metal
Forming).

The Company's HVAC segment manufactures and sells a wide variety of residential,
commercial and industrial heating, cooling, and air distribution products to
independent wholesales supply warehouses, to mechanical, sheet metal and other
contractors, and in some cases to other HVAC manufacturers under original
equipment manufacture (OEM) contracts. The products include finned tube and
baseboard radiation equipment gas fired heating and ventilating equipment, air
damper equipment and related air distribution products and commercial and
residential boilers. The products are marketed under a number of franchise names
including Sterling, Beacon Morris, Smith, Hydrotherm, RBI, Vulcan, Applied Air,
Wing, AWV, ABI, Arrow, CESCO, Louvers & Dampers, Airtherm, Koldwave, Anemostat,
Omega Flex and Spacepak.

The Company's Metal Forming Segment designs, manufactures and sells a variety of
metal Forming equipment and related machinery under names such as
Cooper-Weymouth, Peterson, Dahlstrom, Lockformer, Iowa Precision (IPI), Hill
Engineering, Coilmate/Dickerman, Yoder, and Rowe. The products are sold directly
to end-users and through independent dealers to end-users and to other original
equipment manufacturers. The products include roll formers, wing benders, duct
forming systems, plasma and water-jet cutting equipment, coil feeds,
straighteners, cradles, cut-to-length lines, specialty dies, rotary punching
equipment, tube feed and cut-off and flying cut-off saws.

Measurement of segment profit or loss and segment assets:

The Company evaluates performance and allocates resources based on profit or
loss from operations before interest expense and income taxes, (EBIT) not
including non-operating gains and losses. The accounting policies of the
reportable segments are the same as those described in the summary of
significant accounting policies. Inter-segment sales and transfers are recorded
at prices substantially equivalent to the Company's cost; inter-company profits
on such inter-segment sales or transfers are not material.

 Factors management used to identify the enterprise's reportable segments:

The Company's reportable segments are business units that offer different
products. The reportable segments are each managed separately because they
manufacture and distribute distinct products using distinct production processes
intended for distinct marketplaces.
<TABLE>

Three Months ended
September 30, 2001:

<CAPTION>
                                                                  Metal             All
                                                      HVAC        Forming          Other          Totals

<S>                                                <C>            <C>               <C>         <C>
Revenues from External Customers                   $83,062        $21,160           $132        $104,354

Segment Operating Profit (Loss)                     $6,630       ($1,424)         ($327)          $4,879
</TABLE>




<TABLE>

Three Months ended
September 30, 2000:

<CAPTION>
                                                                  Metal             All
                                                      HVAC        Forming          Other          Totals

<S>                                                <C>            <C>               <C>         <C>
Revenues from External Customers                   $85,176        $20,525           $165        $105,866

Segment Operating Profit (Loss)                     $5,981           $965         ($117)          $6,829
</TABLE>





Note 8 - Earnings Per Common Share

Basic earnings per share were computed using the weighted average number of
common shares outstanding. Common stock options were considered in the
computation of diluted earnings.


Note 9- Common Stock Buyback Program

During the third quarter of 2001 the Company acquired no shares under its
program of selective "open market" purchases of its common stock.


Note 10 - Stock Option Plans

On March 20, 1996 the Company adopted a stock option plan, the Mestek, Inc.
1996 Stock Option Plan, (the Plan), which provides for the granting of
incentive and non-qualified stock options of up to 500,000 shares of stock to
certain employees of the Company and other persons, including directors, for
the purchase of the Company's common stock at fair market value at the date of
grant. The Plan was approved by the Company's shareholders on May 22, 1996.
Options granted under the plan vest over a five-year period and expire at the
end of ten years. All options granted under the Plan total 175,000 shares, none
of which have been exercised at September 30, 2001. No options were granted in
the third quarter of 2001.

Note 11 - Equity Loss in Investee

The Company has invested $6,850,000 in certain preferred equity securities and
$647,000 in other notes receivable as of September 30, 2001 in CareCentric, Inc.
(formerly Simione Central Holdings, Inc.). The preferred equity securities
include votes representing approximately 20.5% of all outstanding votes of all
CareCentric equity securities as of September 30, 2001and accordingly the
Company has accounted for the above investments in CareCentric in the
accompanying financial statements in accordance with the Equity Method of
Accounting for Investments. The Company has reflected its share of CareCentric's
net loss for 2001 in accordance with the Equity Method in the accompanying
Income Statement for 2001 under the heading Equity Loss in Investee. The Company
reports its share of CareCentric's income or loss on a 90-day lag basis. The
Company's application of the Equity Method of Accounting for Investments is
based upon Accounting Principles Board Opinion 18, The Equity Method of
Accounting for Investments in Common Stock and related authoritative guidance
contained in EITF 99-10, Percentage Used to Determine Amount of Equity method
Losses and FIN 35, Criteria for Applying the Equity Method of Accounting for
Investments in Common Stock. The Company does not own, as of the date of this
report, and has not owned in the past, directly or indirectly, any common shares
of CareCentric, Inc. or it predecessor, Simione Central Holdings, Inc.


Note 12 -Commitments And Contingencies

Potentially Responsible Parties (PRP) Actions

On June 26, 2001, the Company and one of its wholly owned subsidiaries received
a Notice letter from the United States Environmental Protection Agency ("EPA")
regarding the Company's and its subsidiary's liability as potentially
responsible parties ("PRP"), and requesting that soil containing
trichloroethylene ("TCE") at the subsidiary's manufacturing facility site in
Lisle, Illinois, be remediated. On October 4, 2001, the Company's subsidiary
received an Administrative Order directing the Company's subsidiary to submit a
Work Plan to address the remediation issue. The Company's subsidiary is
presently engaged in discussions with the EPA relative to the technical details
of the Work Plan. Due to the complexity of environmental laws and regulations,
and the varying costs and effectiveness of alternative clean-up methods and
technologies being discussed, the Company cannot currently quantify the cost to
implement the remediation Work Plan until the specifics of the plan have been
agreed upon and approved by EPA. The Company does not expect, however, that its
effect on results of operations or financial condition will be material. After
EPA approval of the Work Plan, remediation will be implemented.

Releases of Hazardous Materials

Residents of the neighborhood to the south of the aforementioned manufacturing
facility site in Lisle, Illinois, now owned by a Company subsidiary, have been
certified as a class in an action against the Company and its subsidiary for
alleged contamination of the neighbors' drinking water wells, allegedly due to
migration off-site of historic TCE contamination of soil at the facility. A
second group of residents in a neighborhood south of the certified class has
filed a second class action complaint on the same grounds. These latter
plaintiffs have been ordered to file their motion to certify a class by November
28, 2001. The historic contamination was the result of actions by the TCE vendor
in its delivery of the solvent. In a separate action, the State of Illinois has
also sued to compel the Company's subsidiary to investigate the same site for
the same contamination and provide an interim supply of bottled water to certain
neighborhood residents. In this action, the Company's subsidiary entered into a
consent agreement with the State pursuant to which it retained an environmental
consultant to conduct the investigation requested and to supply bottled water to
Lisle residents in affected areas. The Company anticipates that the costs
incurred by its subsidiary under the consent agreement will be reimbursed by the
subsidiary's insurance carriers. In two other actions, residents of six homes
outside the class area have also filed suit against the Company and its
subsidiary for alleged contamination of their drinking water wells. In all
suits, the plaintiffs are seeking an injunction ordering that the Company's
subsidiary provide a permanent alternative water supply to the neighborhood. In
the class actions and homeowners' suits, the plaintiffs seek damages for
property value diminution and other relief. One individual plaintiff is claiming
a personal injury. The Company's subsidiary has tendered these claims to its
historic insurance carriers, and five carriers have indicated they would defend
the subsidiary under reservations of rights. The Company believes that the cost
of defense of these suits should have no material adverse effect on the
Company's financial position or results of operations.

The Company and its subsidiary find no merit to any of the allegations in the
lawsuits described above, and are contesting these claims vigorously. However,
the Company's subsidiary is in litigation against these insurers regarding
coverage issues. Based on the information presently available to it, management
does not believe that the costs of addressing the potential liability associated
with these claims will have a material adverse effect on the Company's financial
position or results of operations.



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

As described in Note 2, the Company completed the sale of National Northeast
Corporation, (National) on January 9, 2001. National historically represented
the largest division in the Company's Metal Products segment. The Company has
elected to incorporate the Metal Products segment's remaining units, Omega Flex,
Inc. and Boyertown Foundry Company into the Heating, Ventilating, and Air
Conditioning segment (HVAC) as of January 1, 2001. Third quarter 2000 segment
information has been similarly reclassified for purposes of comparability.

Total Revenues in the Company's HVAC segment, as illustrated in Note 7 to the
Condensed Consolidated Financial Statements, decreased by 2.5% during the third
quarter of 2001 relative to the third quarter of 2000 due primarily to weaker
sales from certain industrial products and certain air distribution products
traceable in the latter case to transitional difficulties encountered in the
relocation and redesign of various products in the Reed Air Products Division.
Gross profit margins for the HVAC segment were slightly increased at 27.1%.
Operating income for this segment increased from $5,981,000 in the third quarter
of 2000 to $6,630,000 in the third quarter of 2001, reflecting the effect of
improved margins and effective cost controls.

Total Revenues in the Company's Metal Forming segment, as illustrated in Note 8
to the Condensed Consolidated Financial Statements, increased 3.0% during the
third quarter of 2001, owing to sales from the Company's SNS Properties, Inc.
(Yoder) acquisition, which was completed on July 2, 2001. Absent such revenues,
sales for this segment were down 18.6% primarily in the Lockformer and Iowa
Precision businesses owing to the present cyclical down turn in capital
equipment spending. Gross profit margins were down from at 22.7% to 17.1%,
reflecting both price pressures and factory performance issues. Operating
profits as a percentage of sales were reduced from $965,000 in the quarter ended
September 30, 2000 to a loss of ($1,424,000) in the quarter ended September 30,
2001 reflecting the effect of the issues mentioned above.

For the Company as a whole, Sales, General and Administrative, and Engineering
costs, taken together as a percentage of Total Revenues, increased slightly from
21.07% to 21.37%.

Operating profit for the third quarter of 2001 for the Company as a whole
decreased by $1,950,000, or 28.5%, reflecting the effect of the various factors
mentioned above.

The Company's total debt (long-term debt plus current portion of long-term debt)
increased during the second quarter of 2001 from $20.8 million to $32.9 million,
as a result of the acquisition of SNS Properties, Inc. (Yoder), as more fully
described in Note 2 to the Condensed Consolidated Financial Statement.
Management regards the Company's current capital structure and banking
relationships as fully adequate to meet foreseeable future needs. The Company
has not paid dividends on its common stock since 1979.

Potentially Responsible Parties (PRP) Actions

On June 26, 2001, the Company and one of its wholly owned subsidiaries received
a Notice letter from the United States Environmental Protection Agency ("EPA")
regarding the Company's and its subsidiary's liability as potentially
responsible parties ("PRP"), and requesting that soil containing
trichloroethylene ("TCE") at the subsidiary's manufacturing facility site in
Lisle, Illinois, be remediated. On October 4, 2001, the Company's subsidiary
received an Administrative Order directing the Company's subsidiary to submit a
Work Plan to address the remediation issue. The Company's subsidiary is
presently engaged in discussions with the EPA relative to the technical details
of the Work Plan. Due to the complexity of environmental laws and regulations,
and the varying costs and effectiveness of alternative clean-up methods and
technologies being discussed, the Company cannot currently quantify the cost to
implement the remediation Work Plan until the specifics of the plan have been
agreed upon and approved by EPA. The Company does not expect, however, that its
effect on results of operations or financial condition will be material. After
EPA approval of the Work Plan, remediation will be implemented.

Releases of Hazardous Materials

Residents of the neighborhood to the south of the aforementioned manufacturing
facility site in Lisle, Illinois, now owned by a Company subsidiary, have been
certified as a class in an action against the Company and its subsidiary for
alleged contamination of the neighbors' drinking water wells, allegedly due to
migration off-site of historic TCE contamination of soil at the facility. A
second group of residents in a neighborhood south of the certified class has
filed a second class action complaint on the same grounds. These latter
plaintiffs have been ordered to file their motion to certify a class by November
28, 2001. The historic contamination was the result of actions by the TCE vendor
in its delivery of the solvent. In a separate action, the State of Illinois has
also sued to compel the Company's subsidiary to investigate the same site for
the same contamination and provide an interim supply of bottled water to certain
neighborhood residents. In this action, the Company's subsidiary entered into a
consent agreement with the State pursuant to which it retained an environmental
consultant to conduct the investigation requested and to supply bottled water to
Lisle residents in affected areas. The Company anticipates that the costs
incurred by its subsidiary under the consent agreement will be reimbursed by the
subsidiary's insurance carriers. In two other actions, residents of six homes
outside the class area have also filed suit against the Company and its
subsidiary for alleged contamination of their drinking water wells. In all
suits, the plaintiffs are seeking an injunction ordering that the Company's
subsidiary provide a permanent alternative water supply to the neighborhood. In
the class actions and homeowners' suits, the plaintiffs seek damages for
property value diminution and other relief. One individual plaintiff is claiming
a personal injury. The Company's subsidiary has tendered these claims to its
historic insurance carriers, and five carriers have indicated they would defend
the subsidiary under reservations of rights. The Company believes that the cost
of defense of these suits should have no material adverse effect on the
Company's financial position or results of operations.

The Company and its subsidiary find no merit to any of the allegations in the
lawsuits described above, and are contesting these claims vigorously. However,
the Company's subsidiary is in litigation against these insurers regarding
coverage issues. Based on the information presently available to it, management
does not believe that the costs of addressing the potential liability associated
with these claims will have a material adverse effect on the Company's financial
position or results of operations.


<PAGE>


                           PART II - OTHER INFORMATION


Item 3 - Legal Proceedings

As more fully explained in Management's Discussion and Analysis of Financial
Condition and Results of Operations, the Company and a wholly owned subsidiary
have been named in several related civil litigation cases alleging soil and
ground water contamination in the area of the subsidiary's Lisle, Illinois
manufacturing facility. Management is vigorously contesting the allegations and
does not believe, based on the information presently available to it, that the
costs associated with the plaintiff's claims in these cases will have a material
adverse effect on the Company's results of operations or financial condition.


Item 6 - Exhibits and Reports on Form 8-K

     (a) Statement of Computation of Per Share Earnings...Page 11.

     (b) Registrant filed no reports on Form 8-K during the quarter for which
this report is filed.

<TABLE>

                                                             MESTEK, INC.
                                         SCHEDULE OF COMPUTATION OF EARNINGS PER COMMON SHARE


<CAPTION>
                                                 Three Months Ended                     Nine Months Ended
                                                     September 30,                        September 30,
                                                     -------------                        -------------
                                                            2001           2000              2001         2000
                                                            ----           ----              ----         ----
                                                 (Dollars in thousands, except earnings per common share)


<S>                                                      <C>               <C>              <C>               <C>
Income from Continuing Operations                        2,199             3,944            6,923             9,978
Income from Discontinued Operations                   ---                     90            9,090               427
                                                 -----------        ------------      -----------       -----------
Net Income                                          $    2,199        $    4,034       $   16,667          $ 10,405
                                                    ----------        ----------       ----------          --------

Basic Earnings Per Common Share:
Continuing Operations                               $      .25        $      .45       $      .79       $      1.14
Discontinued Operations                              ---                     .01             1.04               .05
                                                ------------           ---------     ------------         ---------
Net Income                                          $      .25        $      .46      $      1.83       $      1.19
                                                    ==========        ==========      ===========       ===========

Basic Weighted Average Shares Outstanding                8,722             8,743            8,725             8,743
                                                    ==========        ==========       ==========        ==========

Diluted Earnings Per Common Share:
Continuing Operations                               $      .25        $      .45       $      .79       $      1.14
Discontinued Operations                              ---                     .01             1.04               .05
                                                ------------           ---------    -------------      ------------
Net Income                                          $      .25        $      .46      $      1.83       $      1.19
                                                    ==========        ==========      ===========       ===========

Diluted Weighted Average Shares Outstanding              8,760             8,760            8,754             8,760
                                                    ==========        ==========       ==========        ==========

Note: Year-to-date September 30, 2001 earning per share figures do not equal the sum of individual quarters due to rounding
differences.
</TABLE>



<PAGE>


                                                               SIGNATURE

     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.



                                  MESTEK, INC.
                                  (Registrant)



Date: March 28, 2002         By: /S/ Stephen M. Shea
                                ---------------------------------------------
                                Stephen M. Shea Senior Vice President - Finance
                                    (Chief Financial Officer)