# UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

# 

# 

# FORM 10-Q

(Mark One)         xx  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________________________ to ______________________

Commission File Number    
1-448

# Mestek, Inc.

(Exact name of
registrant as specified in its charter)

|Pennsylvania                                                   | 25-0661650
|-------------------------------------------------------------- | ----------
|(State or other jurisdiction of incorporation or organization) |           

|260 North Elm Street, Westfield, MA      | 01085
|---------------------------------------- | -----
|(Address of principal executive offices) |      

# 413-568-9571

Registrants
telephone number, including area code

None

(Former
name, former address and former fiscal year, if changed since last report)



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
(or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

Yes   xx  No

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).

Yes No xx

The
number of shares of the registrants common stock issued and outstanding as of August
1, 2004 was 8,609,503.

Indicate
by check mark whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.

---

# MESTEK, INC.

# QUARTERLY REPORT ON
FORM 10-Q

# FOR THE SIX MONTHS
ENDED JUNE 30, 2004

# INDEX

|PART I - FINANCIAL INFORMATION                                                     | Page No.
|---------------------------------------------------------------------------------- | --------
|Item 1 - Financial Statements                                                      |         
|Condensed consolidated balance sheets at June 30, 2004 (unaudited)                 |         
|and December 31, 2003 (audited)                                                    |         
|Condensed consolidated statements of operations for the                            |         
|six-months ended June 30, 2004 and 2003 (unaudited)                                |         
|Condensed consolidated statements of cash flows for the                            |         
|six-months ended June 30, 2004 and 2003(unaudited)                                 |         
|Condensed consolidated statement of changes in shareholders' equity for the period |         
|from January 1, 2003 (audited) through June 30, 2004 (unaudited)                   |         
|Notes to the condensed consolidated financial statements (unaudited)               |         
|Item 2- Management's Discussion and Analysis of Financial Condition                |         
|and Results of Operations                                                          |         
|Item 3 - Quantitative and Qualitative Information About Market Risks               |         
|Item 4 - Controls and Procedures                                                   |         
|PART II - OTHER INFORMATION                                                        |         
|Item 1 - Legal Proceedings                                                         |         
|Item 2 - Changes in Securities and Use of Proceeds                                 |         
|Item 4 - Submission of Matters to Vote of Security Holders                         |         
|Item 6 - Exhibits and Reports on Form 8-K                                          |         
|SIGNATURE                                                                          |         



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.

---

# 

# PART I - FINANCIAL
INFORMATION

# Item 1 - Financial
Statements

# MESTEK, INC.
                                       CONDENSED CONSOLIDATED BALANCE SHEETS

|                                          | June 30,2004 | Dec. 31,2003
|----------------------------------------- | ------------ | ------------
|
|
|ASSETS                                    |              |             
|Current Assets                           
|Cash and Cash Equivalents                 | $    5,406   | $  10,273   
|Accounts Receivable - less allowances of,
|$3,339 and $3,428 respectively            | 60,475       | 54,285      
|Inventories                               | 61,913       | 55,194      
|Deferred Tax Assets                       | 21,952       | 21,916      
|Other Current Assets                      | 10,010       | 10,812      
|Total Current Assets                      | 159,756      | 152,480     
|Property and Equipment - net              | 59,206       | 62,034      
|Property Held for Sale                    | 1,667        | 1,667       
|Other Assets and Deferred Charges - net   | 10,027       | 9,882       
|Goodwill                                  | 20,518       | 20,607      
|Total Assets                              | $251,174     | $246,670    

See the Notes to
Condensed Consolidated Financial Statements

Continued
on next page

---

# MESTEK, INC.

# CONDENSED CONSOLIDATED
BALANCE SHEETS (continued)

|                                                     | June 30,2004 | Dec. 31,2003
|---------------------------------------------------- | ------------ | ------------
|
|
|LIABILITIES, AND SHAREHOLDERS' EQUITY                |              |             
|Current Liabilities                                 
|Short Term Notes Payable                             | $   24,520   | $   17,467  
|Current Portion of Long-Term Debt                    | 731          | 596         
|Accounts Payable                                     | 17,566       | 18,273      
|Accrued Compensation                                 | 7,311        | 8,377       
|Accrued Commissions                                  | 1,947        | 2,433       
|Reserve for Equity Investment Losses                 | 6,000        | 6,000       
|Customer Deposits                                    | 9,186        | 9,586       
|Accrued Employee Benefits                            | 8,926        | 8,798       
|Liabilities Subject to Compromise                    | 56,354       | 57,359      
|Other Accrued Liabilities                            | 15,376       | 15,544      
|Total Current Liabilities                            | 147,917      | 144,433     
|Long-Term Debt                                       | 7,668        | 4,386       
|Pension Obligations                                  | 967          | 967         
|Other Liabilities                                    | 76           | 256         
|Total Liabilities                                    | 156,628      | 150,042     
|Minority Interests                                   | 1,114        | 1,155       
|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                                    | 89,837       | 90,631      
|Treasury Shares, at cost, (888,532 common shares)    | (11,119)     | (10,101)    
|Other Comprehensive Loss                             | (1,199)      | (970)       
|Total Shareholders' Equity                           | 93,432       | 95,473      
|Total Liabilities, and Shareholders' Equity          | $251,174     | $246,670    

See the Notes to Condensed
Consolidated Financial Statements.

---

# MESTEK, INC.

# CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS

# (Unaudited)

|                                                    | Three Months Ended
June 30, |            | Six Months Ended
June 30, |           
|--------------------------------------------------- | --------------------------- | ---------- | ------------------------- | ----------
|
|
|Net Sales                                           | $ 97,474                    | $ 86,958   | $ 191,077                 | $ 173,114 
|Cost of Goods Sold                                  | 69,583                      | 62,378     | 135,927                   | 123,561   
|Gross Profit                                        | 27,891                      | 24,580     | 55,150                    | 49,553    
|Selling Expense                                     | 13,943                      | 13,154     | 27,520                    | 25,654    
|General and Administrative Expense                  | 5,406                       | 5,275      | 11,169                    | 11,112    
|Engineering Expense                                 | 3,963                       | 3,833      | 8,402                     | 7,543     
|Environmental Litigation/Remediation                | 468                         | 16,025     | 687                       | 17,238    
|Plant Shutdown Expense                              | 519                         | 711        | 855                       | 711       
|Operating Profit (Loss) before Reorganization Items | 3,592                       | (14,418)   | 6,517                     | (12,705)  
|Subsidiary Bankruptcy Professional Fees             | 3,581                       | ---        | 7,023                     | ---       
|Operating Profit (Loss)                             | 11                          | (14,418)   | (506)                     | (12,705)  
|Interest Income (Expense) - net                     | (290)                       | (149)      | (424)                     | (267)     
|Other Income (Expense) - net                        | (236)                       | (58)       | 1                         | (159)     
|Loss Before Income Taxes                            | (515)                       | (14,625)   | (929)                     | (13,131)  
|Income Taxes Provision (Benefit)                    | (48)                        | (5,116)    | (135)                     | (4,464)   
|Net Income (Loss)                                   | ($    467)                  | ($  9,509) | ($    794)                | ($  8,667)
|Basic Earnings (Loss) Per Common Share:            
|Net Income (Loss)                                   | ($   0.05)                  | ($   1.09) | ($   0.09)                | ($   0.99)
|Basic Weighted Average Shares Outstanding           | 8,707                       | 8,722      | 8,715                     | 8,722     
|Diluted Earnings (Loss) Per Common Share:          
|Net Income (Loss)                                   | ($   0.05)                  | ($   1.09) | ($   0.09)                | ($   0.99)
|Diluted Weighted Average Shares Outstanding         | 8,707                       | 8,722      | 8,715                     | 8,722     

See the Notes to Condensed
Consolidated Financial Statements.

---

# MESTEK, INC.

# CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS

# (Unaudited)

|                                                     | Six Months Ended
June 30, |          
|---------------------------------------------------- | ------------------------- | ---------
|
|
|Cash Flows from Operating Activities:                |                           |          
|Net Income (Loss)                                    | ($   794)                 | ($ 8,667)
|Adjustments to Reconcile Net Income (Loss) to       
|Net Cash Provided by Operating Activities:          
|Depreciation and Amortization                        | 3,339                     | 4,240    
|Provision for Losses on Accounts                    
|Receivable, net of write offs & recoveries           | (173)                     | 198      
|Change in assets and liabilities net of             
|effects of acquisitions dispositions:               
|Accounts Receivable                                  | (6,017)                   | 206      
|Inventory                                            | (6,719)                   | (922)    
|Accounts Payable                                     | (707)                     | 1,106    
|Accrued expenses                                     | (3,083)                   | 8,545    
|Other Assets                                         | 612                       | (3,279)  
|Net Cash Provided by (Used in) Operating Activities  | (13,542)                  | 1,427    
|Cash Flows from Investing Activities:               
|Capital Expenditures (net)                           | (413)                     | (3,394)  
|Net Cash Provided by (Used in) Investing Activities  | (413)                     | (3,394)  
|Cash Flows from Financing Activities:               
|Issuance of Long-Term Debt                           | 3,720                     | ---      
|Net Borrowings (Payments)                           
|Under Revolving Credit Agreements                    | 7,052                     | 2,352    
|Principal Payments Under                            
|Long-Term Debt Obligations                           | (302)                     | (200)    
|Common Stock Re-Purchased                            | (1,018)                   | ---      
|Increase (Decrease) in Minority Interests            | (41)                      | 36       
|Net Cash Provided by (Used in) Financing Activities  | 9,411                     | 2,188    
|Net Increase (Decrease) in Cash and Cash Equivalents | (4,544)                   | 221      
|Translation Effect on Cash                           | (323)                     | 862      
|Cash and Cash Equivalents - Beginning of Period      | 10,273                    | 2,675    
|Cash and Cash Equivalents - End of Period            | $   5,406                 | $ 3,758  

See
the Notes to Condensed Consolidated Financial Statements.

---

# MESTEK, INC.

# CONDENSED CONSOLIDATED
STATEMENT OF

# CHANGES IN
SHAREHOLDERS EQUITY

# For the period January
1, 2003 through June 30, 2004

# (dollars in thousands)

|                                        | CommonStock | Paid InCapital | RetainedEarnings | TreasuryShares | Accumulated
Other
ComprehensiveLoss | Total    
|--------------------------------------- | ----------- | -------------- | ---------------- | -------------- | ----------------------------------- | ---------
|
|Balance -January 1, 2003                | $479        | $15,434        | $ 133,796        | ($ 10,101)     | ($  1,894)                          | $ 137,714
|Net Loss                                |             |                | (43,165)         |                |                                     | (43,165) 
|Additional Minimum Liability           
|Defined Benefit Plan--Net of Tax        |             |                |                  |                | (247)                               | (247)    
|Cumulative Translation Adjustment       |             |                |                  |                | 1,171                               | 1,171    
|Net Comprehensive (Loss)                | ---         | ---            | ---              | ---            | ---                                 | (42,241) 
|Balance - December 31, 2003             | 479         | 15,434         | 90,631           | (10,101)       | (970)                               | 95,473   
|Net Income (Loss)                       |             |                | (794)            |                |                                     | (794)    
|Unrealized Gain (Loss) on Derivatives  
|Contract (net of related tax benefit) 0 |             |                |                  | 94             | 94                                 
|Common Stock Repurchased                |             |                |                  | (1,018)        | 0                                   | (1,018)  
|Cumulative Translation Adjustment       |             |                |                  |                | (323)                               | (323)    
|Balance - June 30, 2004 (unaudited)     | $479        | $15,434        | $89,837          | ($ 11,119)     | ($  1,199)                          | $93,432  

See the Notes to
Condensed Consolidated Financial Statements

---

# 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 Mestek, Inc. (Mestek) and its majority owned
subsidiaries (collectively the Company). The financial statements as reported
in Form 10-Q reflect all adjustments, including those of a normal recurring nature, which
are, in the opinion of management, necessary to a fair statement of results for the three-
and six-month period ended June 30, 2004 and 2003.

These
financial statements should be read in conjunction with the Annual Report on Form 10-K,
and in particular the audited financial statements, for the fiscal year ended December 31,
2003. Accordingly, Note disclosures that would substantially duplicate the disclosures
contained in the latest audited financial statements have been omitted from this filing.

# Earnings per Common Share

Basic
earnings per share have been computed using the weighted average number of common shares
outstanding. Common stock options are considered in the computation of diluted earnings
per share except when the effect would be antidilutive.

# Stock-Based Compensation

The
Company has elected to account for stock-based compensation, effective with fiscal 2003,
in accordance with Statement of Financial Accounting Standards (FAS) No. 148,
under the fair value method. The Company has further elected to account for
the change in accounting principle under the Prospective Method as described
in amended paragraph 52b of FAS No. 123. The Company made no option grants, modifications
of option grants, or settlement of option grants in either the three-month and six-month
periods ended June 30, 2004 or the three-month and six-month periods ended June 30, 2003
and, accordingly, the change to the fair value method had no effect in either period on
Net Income, Basic Earnings Per Share or Diluted Earnings Per Share. Under the
Prospective Method any future option grants will affect Net Income, Basic
Earnings Per Share and Diluted Earnings Per Share.

With
respect to stock-based compensation granted prior to fiscal 2003, the Company follows the
provisions of Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation, (FAS No. 123). As permitted by the statement, the
Company has chosen to continue to account for stock-based compensations using the
intrinsic value method as prescribed by Accounting Principles Board (APB)
Opinion No. 25. Accordingly, no compensation expense has been recognized for its
stock-based compensation plan.

Had
the fair value method of accounting been applied to the Companys stock
option plan, with compensation cost for the Plan determined on the basis of the fair value
of the options at the grant date, the Companys net loss and loss per share would not
have been materially different.

# Income Taxes

Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. Cash paid for income taxes was $409,000 and
$889,000 during the six-months ended June 30, 2004 and 2003, respectively.

# Other Comprehensive
Income (Loss)

For
the three- and six-months ended June 30, 2004 and 2003, respectively, the components of
other comprehensive loss consisted of foreign currency translation adjustments, and, in
the 2004 period, a liability related to a hedge transaction interest rate swap
entered into in February of 2004, as more fully explained in Note 3 to these Condensed
Consolidated Financial Statements. Comprehensive loss was $506,000 and $9,174,000, for the
three months ended June 30, 2004 and 2003, respectively and $1,077,000 and $8,022,000, for
the six-months ended June 30, 2004 and 2003, respectively.

# Reclassification

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

# New Accounting
Pronouncements

In
July 2002, the Financial Accounting Standards Board (FASB) issued FAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities, which relates to
accounting for plant shutdowns, restructuring and other such costs. FAS No. 146 is based
on the fundamental principle that a liability for a cost associated with an exit or
disposal activity should be recorded when it (1) is incurred, that is, when it meets the
definition of a liability in FASB Concepts Statement No. 6, Elements of Financial
Statements, and (2) can be measured at fair value. The principal reason for issuing FAS
No. 146 is the FASBs belief that some liabilities for costs associated with exit or
disposal activities that entities record under current accounting pronouncements, in
particular Emerging Issues Task Force (EITF) Issue 94-3, do not meet the
definition of a liability. FAS No. 146 nullifies EITF Issue 94-3; thus, it will have a
significant effect on practice because commitment to an exit or disposal plan no longer
will be a sufficient basis for recording a liability for costs related to those
activities. FAS No. 146 is effective for exit and disposal activities initiated after
December 31, 2002. The Company announced the shutdown of two manufacturing facilities in
April 2003, as more fully described in Note 6, and is accounting for the related costs,
including costs incurred in the three month period ended March 31, 2004 in accordance with
FAS No. 146.

In
January 2003, FASB issued FASB Interpretation No. 46, Consolidation of Variable
Interest Entities(FIN 46). FIN 46 requires a variable interest entity to
be consolidated by a company if that company is subject to a majority of the risk of loss
from the variable interest entitys activities or entitled to receive a majority of
the entitys residual returns, or both. FIN 46 also requires disclosures about
variable interest entities that a company is not required to consolidate, but in which it
has a significant variable interest. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003. The Company has
concluded that its investment in CareCentric, Inc. (CareCentric), which is
described in more detail in Note 6 to the Companys 2003 financial statements, is not
subject to consolidation under the requirements of FIN 46.

Except
as disclosed in Note 6 of the Companys Annual Report on Form 10-K for the period
ended December 31, 2003, the Companys various investments in CareCentric have been
substantially written off in prior years, and all contingent obligations have been fully
reserved for, as reflected in the Companys 2001, 2002, and 2003 and interim 2004
financial statements. Accordingly, there are no potential future investment losses or
other loss contingencies associated with the Companys various investments in
CareCentric.

In
December 2003, FASB issued FAS No. 132R, Employers Disclosures about Pensions and
other Post-retirement Benefits. This Statement revises employers disclosures
about pension plans and other postretirement benefit plans. It does not change the
measurement or recognition of those plans required by FAS No. 87, Employers
Accounting for Pensions, FAS No. 88, Employers Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and FAS
No. 106, Employers Accounting for Postretirement Benefits Other Than
Pensions. This Statement retains the disclosure requirements contained in FAS No. 132,
Employers Disclosures about Pensions and Other Postretirement Benefits, which
it replaces. It requires additional disclosures to those in the original FAS No. 132 about
the assets, obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The Company has adopted the
disclosure provisions of FAS No. 132R. The adoption of this pronouncement did not have a
material effect on the Companys financial position, results of operations or cash
flows.

In
December 2003, the United States Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, which
codifies, revises and rescinds certain sections of SAB No. 101, Revenue
Recognition, in order to make this interpretive guidance consistent with current
authoritative accounting and auditing guidance and SEC rules and regulations. The changes
noted in SAB 104 did not have a material effect on the Companys financial position,
results of operations and cash flows.

# Note 2  Inventories

`June 30,                December 31,
                                                                 2004                      2003
                                                             (unaudited)                (audited)
                                                                (dollars in thousands)

Finished Goods                                                  $18,734                 $  13,866
Work-in-progress                                                 17,864                    18,064
Raw materials                                                    34,976                    31,269
                                                                 71,574                    63,199
Less reserve for LIFO method of valuation                        (9,661)                   (8,005)
                                                                $61,913                  $ 55,194`

# Note 3  Debt

`June 30,                      Dec. 31,
                                                                  2004                           2003
                                                                (unaudited)                 (audited)
                                                                       (dollars in thousands)

Revolving Loan Agreement                                          $24,521                       $17,467
Notes Payable                                                         172                           211
Note Payable - Sovereign Bank                                       3,689                        ---
Industrial Development Bond                                         4,537                         4,771

Total Debt                                                         32,919                        22,449
Less Current Maturities                                           (25,251)                      (18,063)
Long Term Debt                                                  $   7,668                    $    4,386`

Revolving
Loan Agreement  The Company has a Revolving Loan Agreement and Letter of Credit
Facility (the Agreement) with Bank of America (formerly Fleet National Bank),
which expires on September 30, 2004. The Company presently is in receipt of a proposal and
term sheet from Bank of America for a three-year renewal and increase in the credit
facility and expects to document and close on this facility prior to the expiration of the
current facility. The present Agreements terms are substantially unchanged from
those described in Note 8 to the Companys 2003 consolidated financial statements.
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 and three
quarters percent (1.75%) 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 Agreement contains financial covenants, which require that the
Company maintain ratios, relating to interest coverage and leverage. As a result of the
Environmental Litigation and Remediation Reserve, and the related subsidiary bankruptcy,
as more fully described in Notes 7 and 8 to the Condensed Consolidated Financial
Statements, the Company was in technical violation of the aforementioned financial
covenants as of December 31, 2003, March 31, 2004 and June 30, 2004 and Bank of America
has agreed to waive these violations. 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 (50%) of net income.
The Company has outstanding at June 30, 2004, $7,469,000 in standby letters of credit
issued principally in connection with its commercial insurance programs.

Hedge
Transaction  On February 6, 2004, the Company entered into a single interest
rate swap transaction, to effectively fix the Companys 30 day-LIBOR-based, variable
rate interest obligations on a principal amount of $14,000,000 of debt at a rate of 2.87%
for three years.

The
Company entered into this swap transaction to manage interest cost and cash flows
associated with variable interest rates, primarily short-term changes in LIBOR, as changes
in cash flows of the interest rate swap offsets changes in the interest payments on the
covered portion of the Companys revolving credit facility, and based upon the
Companys belief that short term rates will be rising over the next several years.

The
Company is accounting for the interest rate swap under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities as amended by SFAS No. 138,
Accounting for Certain Derivative instruments and Certain Hedging Activities. These
statements require that all derivatives be recognized as either assets or liabilities on
the balance sheet at fair value.

Changes
in the fair value of the swap, designated as a cash flow hedge, are reflected as a
component of Other Comprehensive Income (Loss) and reclassified into earnings (interest
expense) in the same period or periods during which the hedged transaction affects
earnings. The derivative instrument is carried at marked-to-market fair value
on the Consolidated Balance Sheet in the applicable line item Other Assets or
Other Liabilities.

In
connection with this interest rate swap transaction, the Company recorded an after-tax
gain of $248,000 in Other Comprehensive Income (Loss) during the quarter ended June 30,
2004 reflecting the effect of rising interest rate expectations during this period. The
Companys exposure to credit loss on its interest rate swap in the event of
nonperformance by the counterparties is believed to be remote as the Company effected this
swap through its principal bank, Bank of America requiring that the counterparty have a
strong credit rating.

Industrial
Development Bond  On April 19, 2002, the Companys subsidiary, Boyertown
Foundry Company, Inc. (BFC), borrowed $5,512,490 under a note issued through
the Berks County Industrial Development Authority in Berks County, PA in connection with a
project to upgrade BFCs foundry equipment in Boyertown, PA. The note bearing
interest at 4.93% per annum, matures on April 19, 2012, and is payable in equal monthly
payments of principal and interest over the term of the loan. The note is secured by a
Loan and Security Agreement under which the equipment purchased by BFC with the loan
proceeds is pledged as security for the note. The note is expected to be a Qualified
Small Issue Bond under Section 144 (a)(12) of the Internal Revenue Code, entitling
the holder to tax exempt treatment on the interest. In the event the note is found to be
not in compliance with Section 144 (a)(12), the interest rate on the note may be
increased.

Note
Payable-Sovereign Bank On April 16, 2004, the Companys second tier
subsidiary, Exton Ranch, Inc. (Exton Ranch), borrowed $3,720,000 from
Sovereign Bank, secured by the manufacturing facility owned by Exton Ranch and occupied by
the Companys subsidiary, Omega Flex, Inc. (Omega) in Exton, PA. The loan
bears interest at a variable LIBOR rate payable monthly in arrears. Principal under the
loan is amortized over a 20-year period with a ten-year maturity. The borrower also has
the ability to prepay the loan during the term thereof without penalty. The loan is
secured by a first priority mortgage on the property, and a collateral assignment of
leases, and fixture filing. Exton Ranch is a wholly-owned subsidiary of Omega, the primary
tenant of the building, and Omega guaranteed the payment and performance of the
obligations of Exton Ranch under the various loan agreements.

Cash
Paid for Interest Cash paid for interest was $265,000 and $244,000 during the
six months ended June 30, 2004 and 2003, respectively.

# Note 4  Interim
Segment Information

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

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 variety of complementary residential,
commercial and industrial heating, cooling and air control and distribution products.
Collectively, the HVAC Segments products provide heating, cooling, ventilating, or
some combination thereof, for residential, commercial and/or industrial building
applications.

The
Metal Forming Segment, operating under the umbrella name Formtek, is comprised
of several subsidiaries and divisions, constituting eight manufacturers and distributors
of equipment used in the metal forming industry (the uncoiling, straightening, leveling,
feeding, forming, bending, notching, stamping, cutting, stacking, bundling or moving of
metal in the production of metal products, such as steel sheets, office furniture,
appliances, vehicles, buildings, and building components, among many others) and an
electrical design and distribution business.

The
HVAC and Metal Forming Segments are described in greater detail in Note 14 to the
Companys 2003 Consolidated Financial Statements.

# 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 (Operating Profit), 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 factors
which identify the HVAC and Metal Forming Segments as reportable Segments are described in
detail in Note 14 to the Companys 2003 Consolidated Financial Statements.

Information
presented in the following tables relates to continuing operations only.

# Three Months ended

June 30, 2004:(in thousands)

`Metal               All
                                                        HVAC          Forming             Other           Totals

Revenues from External Customers                     $76,100          $21,374           $   ---          $97,474

Segment Operating Profit (Loss)                       $3,709 **       ($3,698) *        $   ---              $11`

* includes $468 in environmental
litigation and remediation expenses and $3,581 in subsidiary bankruptcy professional fees,
as more fully described in Note 7.

** includes $519 in plant shutdown
expenses in accordance with FAS 146, as more fully described in Note 6.

---

# Three Months ended

June 30, 2004:(in thousands)

`Metal               All
                                                        HVAC          Forming             Other           Totals

Revenues from External Customers                     $68,590          $18,264              $104          $86,958

Segment Operating Profit (Loss)                       $2,170**       ($16,447)*           ($141)        ($14,418)`

* includes $16,025 in costs related
to an environmental litigation matter, as more fully described in Note 7.

** includes $ 711 in plant shutdown expenses
in accordance with FAS 146, as more fully described in Note 6.

Six Months ended

June 30, 2004:(in thousands)

`Metal               All
                                                        HVAC          Forming             Other           Totals

Revenues from External Customers                    $145,626          $45,380               $71         $191,077

Segment Operating Profit (Loss)                       $6,902 **       ($7,382) *           ($26)           ($506)`

* includes $687 in environmental
litigation and remediation expenses and $7,023 in subsidiary bankruptcy professional fees,
as more fully described in Note 7.

** includes $855 in plant shutdown
expenses in accordance with FAS 146, as more fully described in Note 6.

# Six Months ended

June 30, 2004:(in thousands)

`Metal               All
                                                        HVAC          Forming             Other           Totals

Revenues from External Customers                    $138,691          $34,204              $219         $173,114

Segment Operating Profit (Loss)                       $4,978**       ($17,336)*           ($347)        ($12,705)`

`Three Months ended                  Six Months ended
                                                          June 30:                             June 30:
                                                      2004         2003                  2004         2003
                                                                    (dollars in thousands)

Hydronics Products                                   $29,380        $26,229             $55,290        $52,117
Air Distribution and Cooling Products                 24,050         22,661              43,426         43,992
Gas and Industrial Products                           22,670         19,700              46,910         42,582
     Total HVAC Segment Revenues                    $ 76,100        $68,590            $145,626       $138,691`

`Three Months ended             Six Months ended
                                                              June 30:                         June 30:
                                                          2004           2003              2004         2003
                                                                    (dollars in thousands)
Revenues

Total External Revenues for Reportable Segments          $97,474         $86,958         $191,077     $173,114
Inter & Intrasegment Revenues for Reportable Segments      5,207           4,719            9,512        9,936
Elimination of Inter & Intrasegment Revenues              (5,207)         (4,719)          (9,512)      (9,936)
     Total Consolidated Revenues                        $ 97,474        $ 86,958         $191,077     $173,114`

`Profit or Loss

Reportable Segments Operating Profit
     (Loss) from Continuing Operations                    $   11        ($14,418)           ($506)    ($12,705)
Interest Expense-Net                                        (290)           (149)            (424)        (267)
Other Income (Expense) Net                                  (236)            (58)               1         (159)
(Loss) from Continuing Operations
     before income taxes                                  ($ 515)       ($14,625)          ($ 929)    ($13,131)`

# Note 5  Stock
Option Plans

On
March 20, 1996, the Company adopted a stock option plan, the Mestek, Inc. 1996 Stock
Option Plan, (Stock Option Plan), which provides for the granting of options
to purchase 500,000 shares of the Companys common stock. No options were granted in
the second quarter of 2004.

Effective
July 1, 1996, the Companys subsidiary, Omega Flex (Omega) adopted a
stock option plan (Omega Plan) which provides for the granting of both
Incentive and Non-Qualified Stock Options (as those terms are defined in the Internal
Revenue Code) of up to 200 shares of stock to certain employees of Omega for the purchase
of Omegas common stock at fair market value as of the date of grant. The Company has
reflected pre-tax charges to earnings in the three-month period ended June 30, 2004 and
2003 of $166,000 and $172,000, respectively, for the compensation value of the options
granted.

---

Defined
Benefit Plans

The
Companys second-tier subsidiary, Met-Coil, maintained, prior to its acquisition by
the Companys subsidiary, Formtek Inc. on June 3, 2000, several defined benefit
pension plans (the Met-Coil Plans) covering certain of its employees. The Met-Coil Plans
were frozen and merged prior to the acquisition, locking in
retirement benefits earned to that date and precluding any further benefits for future
service. For the quarters ended June 30, 2004 and 2003, the Company recorded pension
expense of $15,662 and $0, respectively, for the Met-Coil Plans.

In
connection with the acquisition of the assets of Airtherm Manufacturing Company and
Airtherm Products, Inc. in 2000, the Company assumed certain obligations related to the
defined benefit plan maintained by Airtherm, the Airtherm LLC Retirement Income Plan,
prior to the acquisition date. Pension expense (benefit) under the Airtherm LLC Retirement
Income Plan was ($488) for the quarter ended June 30, 2004, $0 for the year ended December
31, 2003 and $164,000 for the year ended December 31, 2002.

The
Company uses a December 31 measurement date for the Airtherm LLC Retirement Income Plan
and September 30 for the Met-Coil Plan.

In
accordance with Statement of Financial Accounting Standards No. 132 (revised 2003),
Employers Disclosures about Pensions and Other Post-Retirement Benefits, the
following interim period information is provided:

# Components of Net
Periodic Benefit Cost:

`Met-Coil                       Airtherm
                                                                Three months ended             Three months ended
                                                            June 30, 2004                         June 30, 2004

       Service cost                                              $   ---                          $   ---
       Interest cost                                                  67,527                           51,342
       Expected Return on Plan Assets                                 65,921                           51,830
       Amortization of Unrecognized
         Transition (Asset) Obligation                                  (818)                          ---
       Amortization of net (gain) Loss                                14,874                           ---
       Other                                                          ---                              ---
       Net Periodic Benefit Cost                                     $15,662                            ($488)`

# Note 6  Plant
Shutdowns

In
April of 2003, the Company announced the closing of its Scranton, PA, (Anemostat
East) and Bishopville, SC, (King Company) manufacturing facilities. In
connection with these closings, Mestek, Inc. restructured and relocated manufacturing
operations of the Anemostat and King products to Wrens, GA; Florence, KY; Dallas, TX;
Carson, CA and Westfield, MA.

On
March 9, 2004, the Company announced plans to close its Milford, OH, (Air Clean
Damper) manufacturing operations. The Company sold the principal assets associated
with this business and the transaction closed on March 31, 2004. A nominal gain was
recorded in the three-month period ended March 31, 2004 and is reflected in Other Income
(Expense) for that period.

The
Company is accounting for the costs related to these exit and disposal
activities, employee severance and related costs of shutting down manufacturing
operations, in accordance with FAS 146, Accounting for Costs Associated with Exit or
Disposal Activities(FAS 146). In the three-month periods ended June 30,
2004 and 2003, the Company incurred $519,000 and $711,000, respectively, of such
exit and disposal costs which are classified separately in the accompanying
financial statements in accordance with FAS 146.

The
Scranton, PA and Milford, OH facilities are reflected in the accompanying Condensed
Consolidated Financial Statements under the heading Property Held for Sale.

# Note 7 
Commitments, Contingencies and Warranties

As
previously disclosed, the Company is obligated as a guarantor with respect to certain debt
of CareCentric, Inc. (formerly Simione Central Holdings, Inc.) to CareCentrics
primary commercial bank, Wainwright Bank & Trust Company, in the amount of $6 million
which amount was accrued as of December 31, 2001 and remains on the Companys balance
sheet as of June 30, 2004. The $6 million Wainwright credit line is secured by
substantially all of CareCentrics assets and is presently in the process of being
renegotiated. It is the Companys expectation that its guarantee obligation will be
reduced as a result of this process. The balance outstanding under CareCentrics
credit line with Wainwright Bank & Trust Company as of June 30, 2004 was $1,325,000,
down from $2,525,000 as of December 31, 2003. CareCentric was taken private on
September 4, 2003 and is no longer a publicly traded company. The Companys
investments in CareCentric were not materially affected by that transaction.

Environmental Disclosure

The
Company is subject to several legal actions and proceedings in which various monetary
claims are asserted. Although no assurances can be given, management, after consultation
with its corporate legal department and outside counsel, does not anticipate that any
ultimate liability arising out of all such litigation and proceedings will have a material
adverse effect on the financial condition of the Company except as set forth below.

Bankruptcy and
Environmental Issues Involving Releases of Hazardous Materials

As
disclosed in previous filings, the Lockformer Company (Lockformer), a division
of the Companys second tier subsidiary, Met-Coil Systems Corporation
(Met-Coil), and Mestek directly (under various legal theories) are defendants
in various actions relating to the alleged release and presence of trichloroethylene
(TCE) contamination on and in the vicinity of Lockformers manufacturing
facility in Lisle, IL. On August 26, 2003, Met-Coil filed a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code)
in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) (Case No. 03-12676-MFW). Met-Coil remains in possession of its assets and
properties and continues to operate its businesses and manage its properties as a
debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.

Based upon statements made by the Bankruptcy Judge in Open Court at the recent July 28, 2004 Confirmation Hearing, Management believes that the Bankruptcy Court will confirm the Fourth Amended Chapter 11 Plan of
Reorganization (the Proposed Plan) proposed by Met-Coil and Mestek, as
co-proponents, and will recommend to the United States District Court (Del.) that it approve
and enter the channeling injunction discussed below, and certain related third
party releases in favor of, among others, Mestek and its affiliates.

This
Proposed Plan is supported by all major parties in interest in the Met-Coil Chapter 11
case, and is expected to become effective in approximately six to twelve weeks from the date the Bankruptcy Judge confirms the Proposed Plan (which the Company anticipates will occur shortly), upon
satisfaction or waiver of all conditions precedent to the effectiveness of the Proposed Plan.

The
Proposed Plan settles the various legal actions which have been commenced against Met-Coil
and Mestek with respect to an alleged release of TCE into the soils, groundwater or air in
or around Met-Coils Lockformer Company facility in Lisle, Illinois. In addition, the
Proposed Plan establishes a trust (the TCE PI Trust) for the holders of future claims
or demands, who reside, resided or may reside in a certain geographic area in the vicinity
of the facility in Lisle, Illinois, and who assert personal injury claims in the future.
The TCE PI Trust is established to assume all such future personal injury claims and
demands and pay and administer verified claims for up to 45 years. Upon establishment of
such TCE PI Trust, Mestek and its affiliates will be released from any liabilities assumed
by the TCE PI Trust for up to 45 years. Pursuant to the Proposed Plan, all such future claims and
demands will be channeled to the TCE PI Trust and be paid in accordance with
the distribution procedures established for such trust. This TCE PI Trust will be
administered by an independent trustee, with power to mediate, arbitrate and, if
necessary, litigate claims.

The
Companys Environmental and Litigation Reserve as of the quarter ended March 31, 2004
was approximately $50,236,000. Management believes that no additional reserves, beyond
those set forth in the Companys Quarterly Report on Form 10-Q for the period ended
March 31, 2004, as reduced by $441,000 in remediation spending during the quarter ended
June 30, 2004, are required to be taken, and accordingly, no additions to such reserves
are included in the results of operations for the three months ended June 30, 2004. Future
insurance recoveries could reduce required reserves.

The
immediate cash requirements which will require borrowing under the Companys credit
facility upon the Proposed Plans becoming effective are estimated at approximately
$16,000,000. In addition, letters of credit of approximately $17,000,000 are expected to
be required in connection with the funding of the Proposed Plan (once confirmed and effective).

The
financial statements contained in this report reflect such reserves included in the
caption Liabilities Subject to Compromise. These reserves have been
established in accordance with Financial Accounting Standard Board Statement No. 5 and
Staff Accounting Bulletin No. 92. However, while these reserves represent
managements best estimate of these liabilities, and are based upon known or
anticipated claims analysis estimated by various legal, scientific and economic experts,
there is no assurance that these reserves will be adequate to meet all potentials claims
arising from the environmental contamination at the Lisle, Illinois site. In addition,
there can be no assurance that future claims for personal injury or property damage will
not be asserted by other plaintiffs against Met-Coil and Mestek with respect to the
Lockformer site and facility.

As
additional information and expert opinions become available to management, it may either
be able to revise its estimate of the range of exposure, with appropriate revision to
reserves taken, or continue to believe that no such better estimate is possible at the
time. See Managements Discussion and Analysis elsewhere in this
Quarterly Report on Form 10-Q for additional discussion of this matter.

Remediation
 Lisle, IL:

Met-Coil
is continuing remediation of the Lockformer facility in Lisle, IL, pursuant to a Work Plan
for the site (on-site remediation) approved by the Environmental Protection
Agency (EPA) and is awaiting approval of the remedial standards to be achieved
by such Work Plan from the IEPA. In the quarter ended June 30, 2004, Met-Coil paid
$441,000 in costs related to on-site remediation, and has a remaining reserve of
$6,627,000for future remediation costs as of June 30, 2004.

In
light of the remaining uncertainties surrounding the effectiveness of the available
remediation technologies and the future potential changes in remedial objectives and
standards, still further reserves may be needed in the future with respect to the on-site
remediation of the Lisle facility. The complexity of aforementioned factors makes it
impossible at this time to further estimate any additional costs.

Other
Claims Alleging Releases of Hazardous Materials or Asbestos Related Liability

The
Company is currently a party to approximately 200 asbestos-related lawsuits, and in the
past six months has been named in approximately 10 to 15 new such lawsuits each month,
primarily in one county in Illinois where numerous asbestos-related actions have been
filed against numerous defendants.

Almost
all of these suits seek to establish liability against the Company as successor to
companies that may have manufactured, sold or distributed asbestos-related products, and
who are currently in existence and defending thousands of asbestos related cases, or
because the Company currently sells and distributes boilers, an industry that has been
historically associated with asbestos-related products. The Company believes it has valid
defenses to all of the pending claims and vigorously contests that it is a successor to
companies that may have manufactured, sold or distributed any product containing asbestos
materials. However, the results of asbestos litigation have been unpredictable, and
accordingly, an adverse decision or adverse decisions in these cases, individually or in
the aggregate, could materially adversely affect the financial position and results of
operation of the Company and could expose the Company to substantial additional asbestos
related litigation and the defense costs thereof, which defense costs, because of the
sheer number of asbestos claimants and the historical course of the litigation process in
this area has the potential to become substantial, though these costs are not capable of
estimation at this time. The total requested damages of these cases are over $3 billion.
To date, however, the Company has had over 40 asbestos-related cases dismissed without any
payment and it settled approximately twenty-three asbestos-related cases for a de minimis
value. However, there can be no assurance the Company will be able to successfully defend
or settle any pending litigation.

In
addition to the Lisle, IL site, the Company has been named or contacted by state
authorities and/or the EPA regarding the Companys asserted liability or has
otherwise determined it may be required to expend funds for the remediation of certain
other sites In North Carolina, Connecticut and Pennsylvania. Such matters are detailed
elsewhere in this Quarterly Report on Form 10-Q in the section entitled
Managements Discussion and Analysis-Commitments and Contingencies.

The
Company continues to investigate all of these matters. Given the information presently
known, no estimation can be made of any liability which the Company may have with respect
to these matters. There can be no assurance, but based on the information presently
available to it, the Company does not believe that any of these matters will be material
to the Companys financial position or results of operations.

Warranty Commitments

Products
sold by the Company are covered by various forms of limited warranty with terms and
conditions that vary depending upon the product. The limited warranty typically covers the
equipment, replacement parts and, in very limited circumstances, labor necessary to
satisfy the warranty obligation for a period which is generally the earlier of 12 months
from date of installation or 18 months from date of shipment from the Company factory,
although some products or product components are warranted for periods ranging from
eighteen months to ten years. The Company estimates the costs that may be incurred under
its warranty obligations and records a liability in the amount of such costs at the time
product revenue is recognized. Factors that affect the Companys warranty liability
include the number of units sold, historical and anticipated rates of warranty claims, and
allowable costs per claim and recoveries from vendors. At least once a quarter the Company
assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as
necessary. Costs to satisfy warranty claims are charged as incurred to the accrued
warranty liability.

Following
is a summary of changes in the Companys product warranty liability for the three
months ended June 30, 2004 and 2003.

`Three months ended
                                                                     June 30,
                                                            2004                      2003

Balance at beginning of period                          $2,635,790                   $2,880,594
Provision for warranty claims                            1,049,138                      270,409
Warranty claims incurred                                  (422,460)                    (381,331)
Balance at end of period                                $3,262,468                  $ 2,769,672`

# Note 8  Subsidiary
Bankruptcy

As
a result of the ongoing environmental litigation described more fully in Note 7, on August
26, 2003, Met-Coil Systems Corporation (Met-Coil or, the Debtor),
a second-tier subsidiary of Company filed a voluntary petition for relief under Chapter 11
of title 11 of the United States Code (the Bankruptcy Code) in the United
States Bankruptcy Court for the District of Delaware (the Bankruptcy Court).
The Debtor remains in possession of its assets and properties, and continues to operate
its businesses and manage its properties as a debtor-in-possession pursuant to
sections 1107(a) and 1108 of the Bankruptcy Code.

Concurrently
with the filing of the Chapter 11 petition, on August 26, 2003, the Debtor was granted a
stay relative to a series of actions pending in the United States District
Court of Illinois (Illinois Actions) against the Debtor, Mestek, and Honeywell
International, Inc. (Honeywell). The Illinois Actions have been described in
previous filings in the Commitments and Contingencies Note.

The
Bankruptcy Court has approved an $8,000,000 Debtor-in-Possession (DIP)
revolving credit facility under which the Company is providing post petition working
capital funding to Met-Coil. This credit facility has a first priority lien on the assets
of the Debtor, accrues interest at Prime plus 4%, and matures on September 30, 2004. The
Company intends to extend the DIP facility upon maturity unless Met-Coil is able to
identify a more attractive financing alternative. Advances under the DIP credit facility,
net of repayments, through June 30, 2004 have aggregated $2,834,000. Pretax losses
recorded by Met-Coil in 2003 are expected to generate income tax savings to Mestek of
approximately $4,334,000, which amount has been recorded on Met-Coils balance sheet
as a reduction of the DIP loan balance payable. As a result, Met-Coil reflects on its
balance sheet a net receivable from Mestek included in Other Current Assets of $1,500,000
as of June 30, 2004.

The
Company has received a waiver letter from Bank of America (BOA) whereby BOA
has agreed to waive, through September 30, 2004, any existing Defaults or Events of
Default which may have occurred or currently exist under the Amended and Restated
Revolving Loans and Foreign Exchange Facilities Agreement between the Company and Fleet
dated July 15, 1997, as amended (the Loan Agreement) relating to
Met-Coils filing of the petition under Chapter 11 of the United States Bankruptcy
Code.

The
Debtor filed a Plan of Reorganization (the Plan) with the Bankruptcy Court on
November 5, 2003 and several amendments subsequent thereto. The Fourth Amended Plan of
reorganization was the subject of a recent (July 28, 2004) confirmation hearing before the
Bankruptcy Court and is expected to be confirmed shortly, as more fully described in Note 7, Commitments and
Contingencies, above.

As
Met-Coil has retained control of its operations as a Debtor in Possession
(DIP), Mestek has not deconsolidated the operations of Met-Coil
for accounting purposes. In accordance with generally accepted accounting principles and
the related technical literature, the Debtor has established reserves related to the
Met-Coil environmental litigation and environmental remediation matters, as more fully
described in Note 7. In accordance with SOP 90-7, certain of Met-Coils pre-petition
liabilities have been reclassified in the accompanying Consolidated Financial Statements
under the heading Liabilities Subject to Compromise. The liabilities included in this
category are:

`Accounts Payable                                                                     $  4,125,000
         Accrued Expenses                                                                     $  2,375,000
         Environmental Litigation and Remediation reserves                                     $49,795,000
         Commissions Payable                                                                $       59,000
         Total Consolidated Liabilities Subject to Compromise                                  $56,354,000
         Plus: Notes and Other Payables to Mestek and affiliates                               $15,139,000
         Met-Coil Liabilities Subject to Compromise                                            $71,493,000`

Met-Coil
recorded charges to its environmental litigation and remediation reserves totaling
$441,000 during the three months ended June 30, 2004, representing ongoing remediation
spending, bringing the total Environmental Litigation and Remediation Reserve to
$49,795,000 as of June 30, 2004. The Company as a whole incurred $7,023,000 in legal and
other professional fees costs in the six-months ended June 30, 2004 relating to the
administration of Met-Coils bankruptcy which are reported in the accompanying
financial statements as Reorganization Items under the heading
Subsidiary Bankruptcy Professional Fees.

The
following unaudited Condensed Consolidated Financial Statements of Met-Coil Systems
Corporation (Debtor-in-Possession) are prepared on the same basis as the consolidated
financial statements of Mestek. Inc.

---

Note 8  continued

# MET-COIL SYSTEMS
CORPORATION

# DEBTOR-IN-POSSESSION

# CONDENSED BALANCE
SHEETS

|                                           | June 30,2004
(unaudited) | December 31,2003 *
|------------------------------------------ | ------------------------ | ------------------
|
|ASSETS                                     |                          |                   
|Current Assets                            
|Cash$                                      | 466                      | $   2,218         
|Accounts Receivable, net                   | 3,274                    | 2,818             
|Inventories                                | 8,038                    | 7,780             
|Deferred Tax Asset                         | 18,911                   | 18,885            
|Other Current Assets                       | 3,306                    | 4,158             
|Total Current Assets                       | 33,995                   | 35,859            
|Property and Equipment - net               | 5,435                    | 5,405             
|Other Assets and Deferred Charges          | 270                      | 333               
|Total Assets                               | $39,700                  | $41,597           
|LIABILITIES AND SHAREHOLDERS' EQUITY      
|Current Liabilities                       
|Accounts Payable                           | 2,773                    | 1,761             
|Notes Payable - Affiliates                 | 144                      | --                
|Customer Deposits                          | 3,083                    | 2,084             
|Liabilities Subject to Compromise          | 71,493                   | 72,498            
|Other Accrued Liabilities                  | 1,655                    | 2,473             
|Total Current Liabilities                  | 79,148                   | 78,816            
|Other Liabilities                          | 799                      | 799               
|Total Liabilities                          | 79,947                   | 79,615            
|Shareholders' Equity                      
|Common Stock                               | 45                       | 45                
|Paid in Capital                            | 33,518                   | 33,518            
|Retained Earnings                          | (73,047)                 | (70,818)          
|Other Comprehensive Loss                   | (763)                    | (763)             
|Total Shareholders' Equity                 | (40,247)                 | (38,018)          
|Total Liabilities and Shareholders' Equity | $39,700                  | $41,597           

The
deferred tax asset included above reflects the fact that Met-Coil has historically been
included in the Mestek consolidated federal income tax return and Mestek believes it is
more likely than not it will be so included in the future and may not be indicative of the
value assignable to this asset should Met-Coil no longer participate in a consolidated
federal income tax filing with Mestek.

* reclassified for purpose of
comparability.

---

Note 8  continued

# MET-COIL SYSTEMS
CORPORATION

# DEBTOR-IN-POSSESSION

# CONDENSED STATEMENTS
OF OPERATIONS

|                                                    | Three Months Ended
June 30, |           | Six Months Ended
June 30, |          
|--------------------------------------------------- | --------------------------- | --------- | ------------------------- | ---------
|
|
|Net Sales                                           | $ 9,127                     | $   8,852 | $ 19,541                  | $ 17,607 
|Cost of Goods Sold                                  | 6,002                       | 6,101     | 13,210                    | 11,974   
|Gross Profit                                        | 3,125                       | 2,751     | 6,331                     | 5,633    
|Selling, General, and Administrative,              
|Engineering Expense                                 | 2,143                       | 2,343     | 4,529                     | 4,678    
|Environmental Litigation/Remediation                | 468                         | 15,798    | 678                       | 17,011   
|Operating Profit (Loss) before Reorganization Items | 514                         | (15,390)  | 1,124                     | (16,056) 
|Bankruptcy Professional Fees                        | 2,315                       | --        | 4,582                     | --       
|Operating Profit (Loss)                             | (1,801)                     | (15,390)  | (3,458)                   | (16,056) 
|Other Income (Expense) - net                        | (6)                         | (127)     | (6)                       | (185)    
|Loss Before Income Taxes                            | (1,807)                     | (15,517)  | (3,464)                   | (16,241) 
|Income Taxes (Benefit)                              | (644)                       | (5,547)   | (1,235)                   | (5,805)  
|Net Income (Loss)                                   | ($ 1,163)                   | ($ 9,970) | ($ 2,229)                 | ($10,436)

---

Note 8  continued

# MET-COIL SYSTEMS
CORPORATION

# DEBTOR-IN-POSSESSION

# CONDENSED STATEMENTS
OF CASH FLOWS

|                                                     | Six Months Ended
June 30 |          
|---------------------------------------------------- | ------------------------ | ---------
|
|
|Cash Flows from Operating Activities:                |                          |          
|Net Loss                                             | ($ 2,229)                | ($10,437)
|Adjustments to Reconcile Net Income to Net Cash     
|Provided by Operating Activities:                   
|Depreciation and Amortization                        | 260                      | 269      
|Subsidiary Bankruptcy Professional Fees              | 4,582                    | --       
|Changes in Assets and Liabilities:                  
|Accounts Receivable                                  | (456)                    | (1,700)  
|Inventory                                            | (258)                    | 759      
|Accounts Payable                                     | 1,012                    | (57)     
|Environmental Litigation/Remediation Reserves        | --                       | 9,331    
|Accrued Expenses/Other Liabilities                   | (919)                    | 2,106    
|Liabilities Subject to Compromise                    | (1,005)                  | --       
|Other Assets                                         | 889                      | (4,475)  
|Net Cash (Used in) Provided by Operating            
|Activities before Reorganization Items               | 1,876                    | (4,204)  
|Operating Cash Flows from Reorganization Items:     
|Bankruptcy Professional Fees                         | (4,582)                  | --       
|Net Cash Used in Reorganization Items                | (4,582)                  | --       
|Net Cash  (Used in) Provided by Operating Activities | (2,706)                  | (4,204)  
|Cash Flows from Investing Activities:               
|Capital Expenditures & Disposals-net                 | (290)                    | (257)    
|Net Cash Used in Investing Activities                | (290)                    | (257)    
|Cash Flows from Financing Activities:               
|Net Borrowings                                      
|Under Revolving Credit Agreements                    | 1,244                    | 4,447    
|Net Cash Provided by Financing Activities            | 1,244                    | 4,447    
|Net (Decrease) in Cash and Cash Equivalents          | (1,752)                  | (14)     
|Cash and Cash Equivalents - Beginning of Period      | 2,218                    | 56       
|Cash and Cash Equivalents - End of Period            | $466                     | $42      

---

# Note 9  Common
Stock Buyback Program

In
2004, the Company continued its program of selective open market purchases
acquiring 62,800 shares of its common stock in the three-month period ending June 30, 2004
at an average cost per share of approximately $16.21. The Company has additionally
acquired 49,300 shares in the period from July 1, 2004 through August 10, 2004 at an
average cost of $16.61 per share. No shares were acquired in the comparable periods in
2003. All such shares were accounted for as treasury shares.

---

# Item 2 
Managements Discussion and Analysis of Financial Condition and Results of Operations

This
report contains forward-looking statements, which are subject to inherent uncertainties.
These uncertainties include, but are not limited to, variations in weather, changes in the
regulatory environment, customer preferences, general economic conditions, increased
competition, and the outcome of the bankruptcy proceedings and related litigation for the
Companys second-tier subsidiary, Met-Coil Systems Corporation. All of these are
difficult to predict, and many are beyond the ability of the Company to control.

Certain
statements in this Quarterly Report on Form 10-Q constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 that are not
historical facts but rather reflect the Companys current expectations concerning
future results and events. The words believes, expects,
intends, plans, anticipates, hopes,
likely, will, and similar expressions identify such
forward-looking statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company (or entities in which the Company has
interests), or industry results, to differ materially from future results, performance or
achievements expressed or implied by such forward-looking statements.

Readers
are cautioned not to place undue reliance on these forward-looking statements, which
reflect managements view only as of the date of this Form 10-Q. The Company
undertakes no obligation to update the result of any revisions to these forward-looking
statements which may be made to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events, conditions or circumstances.

# OVERVIEW

The
Company derives its revenues primarily from the sales of Company-manufactured products in
its HVAC Segment and machinery and repair parts in its Metal Forming Segment. In both
segments the sale of service generates a relatively small component of total net sales.
Within the HVAC Segment most, but not all, of the products sold involve sheet metal
fabrication, cast iron production, and machining or assembly or stainless steel
fabrication.

The
Company is not dependent on any one customer in either of its segments for more than 10%
of its consolidated revenues, nor does it derive more than 10% of its consolidated
revenues internationally.

The
Companys HVAC Segment reflects the seasonal nature of a company engaged in heating
products sales, although the broadening of its product offering over the past 10 years to
include cooling products, air handling products and corrugated stainless steel tubing has
dampened the seasonal curve of the Segments revenue stream.

The
Companys Metal Forming Segment operates within the highly cyclical capital goods
marketplace and reflects the challenges not only with respect to cycling of demands but
also the globalization of the customer bases as well as the competitor base, requiring it
to seek a more international focus in supply, manufacturing sales and marketing. We
operate principally within the North American marketplace. However, we do foresee the need
for growth both in sales and production in both Europe and Asia.

The
Company currently employs approximately 2,725 people, primarily in the United States and
Canada.

Fluctuations
in the metal commodities market in particular can have and currently are having
significant impacts on the Companys cost structure and may affect profitability with
respect to revenues based on committed contracts or derived in markets where pricing to
the Companys customers cannot be readily adjusted.

The
Company operates in highly competitive markets. While many companies, both larger and
smaller than we are, sell many of the same products and services, our competitive position
is not easily determinable in either of our Segments since no one competitor or group of
competitors offers the same product lines through the same channels. Competitors in both
of our Segments compete primarily through product quality and performance, price, service
(both pre- and post-sale) and technical innovation. The relative importance of these
factors varies from product line to product line.

An
important part of the Companys business strategy is to look for niche areas where
larger competitors in the HVAC arena choose not to focus or, in our Metal Forming Segment,
where strategic enhancement of product offering can result in a more competitive position
in the marketplace, and, through acquisition or product and market development, address
these opportunities. As a part of this process, we continually review our stable of
companies and product lines, evaluating them with respect to allocation of resources for
growth, resuscitation or sale. Our history over the past twenty years has been growth
often through acquisition and this process continues, as does the occasional divestiture
or closing of a company or facility.

The
strength or weakness in the construction markets directly affects our HVAC business and
strength or weakness in the capital goods markets directly affects our Metal Forming
business. In 2003 and thus far in 2004, residential construction was and remains strong,
institutional construction was and remains flat and industrial/commercial construction was
and remains off from prior periods. To the extent that this has been driven by
historically low interest rates, any increases in interest rates may adversely affect the
volume and profitability of our HVAC business. In the capital goods sector, despite early
signs of health, orders for machinery and machine tools remained volatile in 2003,
averaging at levels comparable to 2002 but significantly lower than periods prior to 2000.
Bookings have increased to date in 2004 resulting in an improved second quarter in 2004
for this Segment relative to the comparable period in 2003.

For
2004, the Companys Segment budgets are based upon an overall stability expected in
the construction markets, though the mix of residential, commercial, industrial and
institutional construction spending may change, and expected continuation of the upturn in
capital spending, driven in part by the pent-up demand resulting from deferred maintenance
as well as increased manufacturing production utilizing the kind of machinery the Company
sells. However, rising commodity prices, especially steel, scrap cast iron, copper, oil
and natural gas are expected to contribute to upward inflationary pressures, which may
also push interest rates higher. While the Company itself is not highly leveraged and thus
the increased cost of capital may not be as significant a factor in the Companys
cost structure as it is in other companies, increases in interest rates could slow the
domestic residential construction market or contribute to further declines in the
commercial and industrial construction markets, as well as adversely affect the capital
goods market recovery. Increased shipping costs and benefits expense (primarily health
care) are also expected to have a dampening effect on economic growth, which would have an
adverse effect on the Companys operations.

# CRITICAL ACCOUNTING
POLICIES AND USE OF ESTIMATES

Financial
Reporting Release No. 60, released by the Securities and Exchange Commission, requires all
companies to include a discussion of critical accounting policies or methods used in the
preparation of financial statements. Note 1 of the Notes to the Condensed Financial
Statements includes a summary of the significant accounting policies and methods used in
the preparation of our Consolidated Financial Statements. The following is a brief
discussion of the Companys more significant accounting policies.

The
preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities
at the dates of the financial statements and the reported amounts of revenues and expenses
during the reporting periods. The most significant estimates and assumptions relate to
revenue recognition, accounts receivable valuations, inventory valuations, goodwill
valuation, intangible asset valuations, warranty costs, product liability costs,
environmental reserves, workers compensation claims reserves, health care claims reserves,
investments, and accounting for income taxes and the realization of deferred tax assets.
Actual amounts could differ significantly from these estimates.

Our
critical accounting policies and significant estimates and assumptions are described in
more detail as follows:

Environmental
Litigation and Remediation Reserves

As
discussed more fully in Note 7 to the Condensed Financial Statements and in Environmental
Disclosure below, Mestek and its second-tier subsidiary, Met-Coil Systems Corporation
(Met-Coil), are defendants in various environmental litigation matters relating to alleged
releases of pollutants by Met-Coil prior to its acquisition by the Companys Formtek,
Inc. subsidiary on June 3, 2000. These matters require the Company to establish estimates
related to the outcome of various litigation matters as well as estimates related to soil
and groundwater remediation costs, both of which are inherently judgmental and subject to
change on an ongoing basis.

Accounts
Receivable

Accounts receivable are reduced by an
allowance for amounts that may become uncollectible in the future. The estimated allowance
for uncollectible amounts is based primarily on specific analysis of accounts in the
receivable portfolio and historical write-off experience. While management believes the
allowance to be adequate, if the financial condition of the Companys customers were
to deteriorate, resulting in impairment of their ability to make payments, additional
allowances may be required.

Product
Liability Reserves

The Company has absorbed
significantly higher levels of insurance risk subsequent to September 11, 2001 due to the
effects of September 11, 2001 on pricing in the commercial insurance marketplace. As a
result, the Company must establish estimates relative to the outcome of various product
liability and general liability matters which are inherently judgmental and subject to
ongoing change.

Inventory

The Company values its inventory at
the lower of cost to purchase and/or manufacture the inventory, principally determined on
the last-in, first-out (LIFO) method, or the current estimated market value of
the inventory. The Companys June 30, 2004 and 2003 LIFO reserves, as disclosed in
Note 3 to these Condensed Financial Statements, have been estimated at these interim dates
in accordance with Accounting Principles Board Opinion 28, Interim Financial Reporting.
The Company periodically reviews inventory quantities on hand and records a provision for
excess and/or obsolete inventory based primarily on its estimated forecast of product
demand, as well as based on historical usage. A significant decrease in demand for the
Companys products or technological changes in the industries in which the Company
operates could result in an increase of excess or obsolete inventory quantities on hand,
requiring adjustments to the value of the Companys inventories.

Revenue
Recognition

The
Companys revenue recognition activities relate almost entirely to the manufacture
and sale of heating, ventilating and air conditioning (HVAC) equipment and metal forming
equipment. Under generally accepted accounting principles, revenues are considered to have
been earned when the Company has substantially accomplished what it must do to be entitled
to the benefits represented by the revenues. With respect to sales of the Companys
HVAC or metal forming equipment, the following criteria represent preconditions to the
recognition of revenue:

| | *
persuasive evidence of an arrangement must exist; * delivery has occurred or services
rendered; * the sales price to the customer is fixed or determinable; and * collection is
reasonably assured.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Investments

As discussed more fully in Note 6 to
its 2003 Consolidated Financial Statements, the Company has certain investments in
CareCentric, Inc. (CareCentric) which it has historically accounted for by the equity
method. On March 29, 2002, the Company transferred certain voting rights to John E. Reed,
its Chairman and CEO, in the context of a refinancing transaction under which both the
Company and John E. Reed invested additional monies in CareCentric. As a result of the
transfer of votes, the Company determined that it no longer had significant
influence relative to CareCentric, as defined in APB 18 and EITF 98-13, and,
accordingly, adopted the cost method of accounting for its investments in CareCentric
subsequent to that date. The Company has evaluated the requirements of FASB Interpretation
No. 46, Consolidation of Variable Interest Entities (FIN 46), as they relate to its
investments in CareCentric, as more fully explained in Note 1 to the accompanying
Financial Statements, and determined that CareCentric is not required to be consolidated
with the Company.

Warranty

The Company provides for the
estimated cost of product warranties at the time revenue is recognized based upon
estimated costs, historical and industry experience, and anticipated in-warranty failure
rates. While the Company engages in product quality programs and processes, and
significant testing prior to shipment, the Companys warranty obligation is affected
by product failure rates, including component failures, and repair or replacement costs
incurred in correcting a product failure. Should actual product failure rates or repair or
replacement costs differ from estimates based on historical experience, revisions to the
estimated warranty liability may be required.

Health
Care Claim Reserves

The
Company self-insures a substantial portion of the health benefits provided for its
employees and maintains reserves in this regard. The Company relies upon a recognized
actuarial consulting firm to help it set and maintain these reserves.

Workers
Compensation Claims Reserves

The
Company provides workers compensation coverage principally through commercial insurance
carriers using high deductible programs, which require the Company to reserve
for and pay a high proportion of its workers compensation claims payable. The Company
relies upon the expertise of its insurance carriers and its own historical experience in
setting the reserves related to these claims.

Accounting
for Income Taxes

The
preparation of the Companys Consolidated Financial Statements requires it to
estimate its income taxes in each of the jurisdictions in which it operates, including
those outside the United States which may be subject to certain risks that ordinarily
would not be expected in the United States. The income tax accounting process involves
estimating its actual current exposure together with assessing temporary differences
resulting from differing treatment of items, such as depreciation and equity method gains
and losses, for tax and accounting purposes. These differences result in the recognition
of deferred tax assets and liabilities. The Company must then record a valuation allowance
to reduce its deferred tax assets to the amount that is more likely than not to be
realized. Significant management judgment is required in determining the Companys
provision for income taxes, its deferred tax assets and liabilities and any valuation
allowance recorded against deferred tax assets. In the event that actual results differ
from these estimates or the Company adjusts these estimates in future periods, it may need
to adjust its valuation allowance which could materially impact its financial position and
results of operations.

# Results of Operations

Three
months ended June 30, 2004 vs. June 30, 2003

HVAC
Segment

Total
Revenues in the Companys HVAC Segment increased 10.9% during the second quarter of
2004 relative to the second quarter of 2003 led principally by improved sales of
commercial and residential hydronic heating products and Omega Flexs TracPipe®
product. In 2003, the Company consolidated its Bishopville, South Carolina based King
National industrial heating products business into the Companys Applied Air
industrial products business in Dallas, Texas, and substantially completed the
consolidation of its Scranton, Pennsylvania based Anemostat East air distribution products
manufacturing operations into certain of the Companys existing air distribution
sales, engineering and manufacturing locations. Management believes that overhead savings
from these consolidated operations has allowed the King National and Anemostat franchises
to operate more competitively in furtherance of the Companys plan to support and
rebuild these established HVAC businesses. During the three months ended June 30, 2004,
however, the HVAC Segment incurred incremental expenses associated with these and other
shutdown and relocation activities totaling $519,000 which represented costs eligible for
separate line treatment under FAS 146, Accounting for Costs Associated With
Exit or Disposal Activities, and which are accounted for accordingly in the accompanying
condensed Financial Statements. Revenues from the Hydronics Product Group increased 12.0%
during the second quarter of 2004 relative to the second quarter of 2003 from $26,229,000
to $29,380,000, reflecting increased residential and commercial hydronic products sales.
Revenues in the Air Distribution and Cooling Products Group were up 6%, reflecting
improvements in the relocated Anemostat franchise, among other effects. Revenues in the
Gas and Industrial Product Group increased 15%, reflecting principally the growth in Omega
Flexs successful TracPipe® gas piping product, as noted above.

The
segments gross profit margins overall were down slightly, from 29.4% in the second
quarter of 2003 to 28.6% in the second quarter of 2004. This resulted principally from the
effects of inflationary pressures presently effecting copper, steel, cast iron scrap,
aluminum and other commodities used in its products, despite the Companys efforts to
raise prices on a timely basis to offset such cost increases.

Operating
profits for the HVAC segment for the three months ended June 30, 2004 were up 71% relative
to the three months ended June 30, 2003 from $2.17 million to $3.7 million, reflecting the
positive trends described above. The Company continues to focus its efforts on
consolidating overhead wherever possible in order to maximize efficiency in its various
HVAC manufacturing operations.

Metal
Forming Segment

Total
Revenues in the Companys Metal Forming Segment increased by 17% during the second
quarter of 2004 relative to the second quarter of 2003. Excluding revenues from Engel
Industries, Inc., which was acquired in August of 2003, revenues for the Segment were up
5.6% owing principally to contributions from the Segments recently established Iowa
Rebuilders and Axon business units. A cyclical downturn in demand for many of the
Segments products, which are used in metal fabricating manufacturing operations
continued in 2003 resulting in a backlog that fell to a low of approximately $20 million.
The current backlog at June 30, 2004 is approximately $33.0 million, including $2.8
million at the newly acquired Engel Industries up from $28 million at March 31, 2004,
including $3.1 million at Engel Industries and up from $21 million at June 30, 2003, not
including Engel Industries. Bookings for the second quarter of 2004 were approximately
$29.4 million, up 10.5% from the approximately $26.6 million booked in the quarter ended
March 30, 2004 and up 51.5% from the approximately $19.4 million booked in the quarter
ended June 30, 2003. The 2003 bookings did not include either Engel, which was acquired in
August 2003 or Formtek Beijing which opened in February 2004, and included only de minimis
booked orders for the other 2003 start up Formtek Metalforming Integration, Axon Electric,
and Iowa Rebuilders Inc. The improved sales, bookings, and backlog figures are consistent
with stronger manufacturing activity in the domestic economy and consistent with an upturn
in the sale of durable goods sector, including the machine tool industry in which the
Segment operates.

Gross
profit margins for the Metal Forming Segment improved from 25.7% in the 2003 quarter to
28.7% in the 2004 quarter, reflecting somewhat improved quoting and execution on larger
orders and better absorption of burden expense.

Reflecting
the Segments higher revenues, core operating results for the segment (a
Non-GAAP Financial Measure discussed below) for the quarter (which exclude
environmental litigation and remediation expenses of $468,000 and subsidiary bankruptcy
professional fees of $3,581,000 in the quarter ended June 30, 2004 and $16,025,000 in
environmental litigation and remediation expense in the quarter ended June 30, 2003)
increased from ($422,000) in the 2003 period to $351,000 in the 2004 period. The 2004 core
operating profit figure for the quarter includes approximately $359,000 in
start-up losses in the four entities incorporated in 2003, which are discussed
below, in rebuilding, electrical distribution, and China-based assembly. The Segment
expects three of these start-up entities to be running at a profitable rate by
the end of 2004 and the other by early 2005. Also included are approximately $152,000 in
expenses related to product development for early stage products in coiled metal
processing and specialty forming and fabricating.

The
foregoing core operating income and loss figures, by virtue of the exclusion of the items
mentioned, constitute Non-GAAP Financial Measures which management believes
are useful to investors focused upon ascertaining underlying operating earnings trends.
This should not be construed as an alternative to operating income (loss) or
net income (loss) (as determined in accordance with generally accepted
accounting principles or GAAP), as an indicator of the Companys
operating performance, as an alternative to cash flows provided by operating activities
(as determined by GAAP), or as a measure of liquidity. The foregoing core operating income
and loss figures excluding the anomalous items mentioned are presented solely as a
supplemental disclosure because management believes they enhance the understanding of the
financial performance of a company with substantial anomalous expense items.

The Metal Forming Segments Core
operating profits (losses) (a Non-GAAP Financial Measure discussed below) are
reconciled with operating profits (losses) determined in accordance with GAAP as follows:

`Three months ended
                                                                                           June 30,
Metal Forming Segment                                                              2004                 2003

Core operating profits in
     entities included in the Segment at December 31, 2003                      $  862,000          ($ 232,000)
Start-up losses discussed above                                                   (359,000)           (190,000)
Product development costs discussed above                                         (152,000)              ---

Core Operating Profits (Loss) for the Segment                                      351,000            (422,000)
     Less Subsidiary Bankruptcy Professional Fees                                3,581,000             ---
     Less Environmental Litigation and Remediation                                 468,000          16,025,000
Operating Losses per GAAP                                                      ($3,698,000)       ($16,447,000)`

The
Company believes that the mutually reinforcing franchises it has acquired under the
Formtek name, including Cooper-Weymouth Peterson, Rowe, CoilMate/Dickerman, Yoder,
Krasny-Kaplan, Mentor AGVS, Lockformer, Iowa Precision, Hill Engineering, B&K, and
Dahlstrom, as well as the recently acquired Engel Industries, Inc. and the start-ups of
two rebuilding operations, Formtek Metalforming Integration and Iowa Rebuilders, an
electrical distributor, Axon Electric and a Beijing-based assembly facility, Formtek
Machinery (Beijing), will allow it to maintain and expand its core competencies,
positioning this Segment very well for the next cyclical upturn in the machine tool
industry. The Company expects to continue to spend on sales, marketing and product
development initiatives at current rates for the foreseeable future.

Management
believes that the continuing effects of globalization on manufacturing costs have
presented the Company with significant opportunities. The Company is pursuing in this
regard, for all of its businesses, initiatives in Asia aimed at sourcing machined parts
and components for use in its North American factories, and assembling discrete
stand-alone equipment and sub-assemblies on a limited basis, with ultimate plans to sell
select machinery in Asian markets and throughout the world. Including the losses noted
above, the Company expects to invest approximately $1,250,000 prior to the end of 2004 to
provide infrastructure and support for these initiatives and an additional $500,000 to
support growing inventories and accounts receivable. Formteks wholly foreign owned
enterprise, Formtek Machinery (Beijing) Co., Ltd, was registered in September of 2003 and
began assembly operations of roll forming and metal cutting equipment in a 2,800 square
meter facility in the Changping District of Beijing in the first quarter of 2004.

Consolidated
Operations

For
the Company as a whole, Sales, General and Administrative, and Engineering costs, taken
together as a percentage of Total Revenues, were reduced slightly from 25.6% of sales in
the three-month period ended June 30, 2003 to 23.6% in the three-month period ended June
30, 2004, reflecting principally the effect of improved revenues.

Core
operating income (a Non-GAAP Financial Measure) for the Company as a whole for
the second quarter of 2004 for the Company as a whole increased 213%, from $2,316,000 in
the second quarter of 2003 to $4,929,000 in the second quarter of 2004, excluding the
aforementioned environmental litigation and remediation expenses totaling $468,000 in 2004
and $16,025,000 in 2003, Subsidiary Bankruptcy Professional Fees of $3,581,000 in 2004 and
Plant Shutdown expenses of $519,000 in 2004 and $711,000 in 2003, reflecting the various
factors mentioned above.

The
foregoing core operating income figures, by virtue of the exclusion of the items
mentioned, constitute Non-GAAP Financial Measures which management believes
are useful to investors focused upon ascertaining ongoing operating earnings trends. This
should not be construed as an alternative to operating income or net
income (as determined in accordance with generally accepted accounting principles),
as an indicator of the Companys operating performance, as an alternative to cash
flows provided by operating activities (as determined by GAAP), or as a measure of
liquidity. The foregoing core operating income figures excluding the anomalous items
mentioned are presented solely as a supplemental disclosure because management believes
they enhance the understanding of the financial performance of a company with substantial
anomalous expense items.

The
core operating profits (losses) for the Company as a whole are reconciled with operating
profits (loss) determined in accordance with GAAP as follows:

`Three months ended
                                                                                    June 30,
                                                                              2004                 2003
Consolidated
Core Operating Profits (Loss)                                            $ 4,579,000        $    2,318,000
     Less Subsidiary Bankruptcy Professional Fees                          3,581,000               ---
     Less Environmental Litigation and Remediation                           468,000            16,025,000
     Less Plant Shutdown                                                     519,000               711,000

Operating Profits (Losses) per GAAP                                        $  11,000          ($14,418,000)`

Income
Tax Provision (Benefit), as a percentage of pretax loss, was 51.5% in the three months
ended June 30, 2004 reflecting the effects of minimum taxes in certain states which
offsets the utilization of tax losses and diminishes the effective rate associated with
the income tax benefits recorded in relation to the tax losses recorded in the quarter.
Income taxes as a percentage of pretax income for the three months ended June 30, 2003
were 34.9%.

Six
months ended June 30, 2004 vs. June 30, 2003

HVAC
Segment

Total
Revenues in the Companys HVAC segment increased 5.0% during the six-month period
ended June 30, 2004 relative to the comparable period in 2003 due primarily to improved
sales of hydronic heating products and Omega Flexs very successful TracPipe® gas
piping product, as described above. In the second quarter of 2003 the Company completed
the consolidation of its Bishopville, South Carolina based King National industrial
heating products business into the Companys Applied Air industrial products business
in Dallas, Texas, and substantially completed the consolidation of its Scranton,
Pennsylvania based Anemostat East air distribution products manufacturing operations into
certain of the Companys existing air distribution sales, engineering and
manufacturing locations. Management believes the overhead savings from these consolidated
operations has allowed the King National and Anemostat franchises to operate more
competitively in furtherance of the Companys plan to support and rebuild these
established HVAC businesses. During the six months ended June 30, 2003, however, the HVAC
segment incurred incremental expenses associated with these shutdown and relocation
activities totaling $1,038,000 of which $711,000 represented costs eligible for
separate line treatment under FAS 146, Accounting for Costs Associated With
Exit or Disposal Activities, which are accounted for accordingly in the accompanying
Financial Statements. During the comparable six-month period in 2004, the Company incurred
$855,000 in shutdown and relocation activities eligible for separate line
treatment under FAS 146 and this amount is accounted for accordingly in the
accompanying Financial Statements. The Company continues to focus its efforts on
consolidating overhead wherever possible in order to adapt to maximize efficiency in its
various HVAC manufacturing operations.

Operating
profits for the HVAC segment for the six-month period ended June 30, 2004 were up38.7%
relative to the six-month period ended June 30, 2003 from $4,978,000 to $6,902,000,
reflecting the positive trends described above.

Metal Forming Segment

Total
Revenues in the Companys Metal Forming segment increased by 32.7% during the
six-month period ended June 30, 2004 relative to the comparable six-month period ended
June 30, 2003. Excluding revenues from Engel Industries, Inc., which was acquired in
August of 2003, revenues were up 19.2%, reflecting improved sales at the Segments
Formtek Cleveland unit, among others, and demonstrating generally the effect of the
Companys continuing efforts to integrate the complimentary franchises now comprising
the Metal Forming Segment. A cyclical downturn in demand for the segment products began in
2001 and was exacerbated by the events of September 11, 2001.

Reflecting
the Segments higher revenues, core operating results (a Non-GAAP
Financial Measure) for the segment for the six-month period ended June 30, 2004
(which exclude environmental litigation and remediation expenses of $687,000 and
subsidiary bankruptcy professional fees of $7,023,000 in the six-month period ended June
30, 2004 and $17,238,000 in environmental litigation and remediation expense in the
six-month period ended June 30, 2003) improved from ($98,000) in the 2003 period to
328,000 in the 2004 period. The 2004 core operating profit figure includes approximately
$774,000 in start-up losses in the four new entities incorporated in 2003,
which are discussed below, in rebuilding, electrical distribution and China-based
assembly. The Segment expects three of these start-up entities to achieve
profitability in 2004 and the other by early 2005. This figure also includes approximately
$277,000 in expenses related to product development for early stage products in coiled
metal processing and specialty forming and fabricating.

The
foregoing core operating income and loss figures, by virtue of the exclusion of the items
mentioned, constitute Non-GAAP Financial Measures which management believes
are useful to investors focused upon ascertaining underlying operating earnings trends.
This should not be construed as an alternative to operating income (loss) or
net income (loss) (as determined in accordance with generally accepted
accounting principles or GAAP), as an indicator of the Companys
operating performance, as an alternative to cash flows provided by operating activities
(as determined by GAAP), or as a measure of liquidity. The foregoing core operating income
and loss figures excluding the anomalous items mentioned are presented solely as a
supplemental disclosure because management believes they enhance the understanding of the
financial performance of a company with substantial anomalous expense items.

The
Metal Forming Segments core operating profits (losses) are reconciled with operating
profits (losses) determined in accordance with GAAP as follows:

`Six months ended
                                                                                    June 30,
Metal Forming Segment                                                         2004                 2003

Core operating profits in
     entities included in the Segment at 12/31/03                       $  1,473,000             $ 303,000
Start-up losses discussed above                                             (774,000)             (190,000)
Product development costs discussed above                                   (277,000)             ---
All other                                                                    (94,000)             (211,000)

Core Operating Profits (Loss) for the Segment                                328,000               (98,000)
     Less Subsidiary Bankruptcy Professional Fees                          7,023,000               ---
     Less Environmental Litigation and Remediation                           687,000            17,238,000
Operating Losses per GAAP                                                ($7,382,000)         ($17,336,000)`

The
Company believes that the mutually reinforcing franchises it has acquired under the
Formtek name, including Cooper-Weymouth Peterson, Rowe, CoilMate/Dickerman, Yoder,
Krasny-Kaplan, Mentor AGVS, Lockformer, Iowa Precision, Hill Engineering, B&K, and
Dahlstrom, as well as the recently acquired Engel Industries, Inc. and the start-ups of
two rebuilding operations, Formtek Metalforming Integration and Iowa Rebuilders, an
electrical distributor, Axon Electric and a Beijing-based assembly facility, Formtek
Machinery (Beijing), will allow it to maintain and expand its core competencies,
positioning this Segment very well for the next cyclical upturn in the machine tool
industry. The Company expects to continue to spend on sales, marketing and product
development initiatives at current rates for the foreseeable future.

Management
believes that the continuing effects of globalization on manufacturing costs have
presented the Company with significant opportunities. The Company is pursuing in this
regard, for all of its businesses, initiatives in Asia aimed at sourcing machined parts
and components for use in its North American factories, and assembling discrete
stand-alone equipment and sub-assemblies on a limited basis, with ultimate plans to sell
select machinery in Asian markets and throughout the world. Including the losses noted
above, the Company expects to invest approximately $1,250,000 prior to the end of 2004 to
provide infrastructure and support for these initiatives and an additional $500,000 to
support growing inventories and accounts receivable. Formteks wholly owned foreign
enterprise, Formtek Machinery (Beijing) Co., Ltd, was registered in September of 2003 and
began assembly operations of roll forming and metal cutting equipment in a 2,800 square
meter facility in the Changping District of Beijing in the first quarter of 2004.

Consolidated

For
the Company as a whole, Sales, General and Administrative, and Engineering costs, taken
together as a percentage of Total Revenues, decreased from 25.6% to 24.5% reflecting the
effect of improved revenues.

Operating
income (a Non-GAAP Financial Measure) for the six-month period ended June 30,
2004 for the Company as a whole, excluding the aforementioned environmental charges of
$17,238,000 in 2003 and $687,000 in 2004, and Plant Shutdown expenses of $711,000 in 2003
and $855,000 in 2004, and Subsidiary Bankruptcy Professional Fees of $7,023,000 in 2004,
increased 53.7% from $5,244,000 in the 2003 period to $8,059,000 in 2004.

The
foregoing core operating income figures, by virtue of the exclusion of the items
mentioned, constitute Non-GAAP Financial Measures which management believes
are useful to investors focused upon ascertaining ongoing operating earnings trends. This
should not be construed as an alternative to operating income or net
income (as determined in accordance with generally accepted accounting principles),
as an indicator of the Companys operating performance, as an alternative to cash
flows provided by operating activities (as determined by GAAP), or as a measure of
liquidity. The foregoing core operating income figures excluding the anomalous items
mentioned are presented solely as a supplemental disclosure because management believes
they enhance the understanding of the financial performance of a company with substantial
anomalous expense items.

The
Core operating profits (losses) for the Company as a whole are reconciled with operating
profits (losses) determined in accordance with GAAP as follows:

`Six months ended
                                                                                    June 30,
                                                                              2004                 2003

Core Operating Profits (Loss)                                              8,059,000             5,244,000
     Less Subsidiary Bankruptcy Professional Fees                          7,023,000               ---
     Less Environmental Litigation and Remediation                           687,000            17,238,000
     Less Plant Shutdown                                                     855,000               711,000

Operating Losses per GAAP                                                  ($506,000)         ($12,705,000)`

Income
Tax Expense (Benefit), as a percentage of pretax income (loss), decreased from 34% in the
six-month period ended June 30, 2003 to zero in the six-month period ended June 30, 2004,
due principally in both cases to the effect of minimum taxes in certain states which
diminish the effective rate associated with the income tax benefit recorded in relation to
tax losses.

# Liquidity and Capital
Resources

The
Companys total debt (long-term debt plus current portion of long-term debt)
increased in the six-month period ended June 30 of 2004 from $22,449,000 at December 31,
2003 to $32,919,000, at June 30, 2003 reflecting principally the effect of seasonally
increased investments in accounts receivable and inventory. Subject to the matters
described in Commitments & Contingencies below, 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. The
Company remains relatively modestly leveraged with a debt to equity ratio of approximately
35% as of June 30, 2004. As described more fully in Notes 3, 7, and 8, however, the
Company expects very shortly to borrow approximately $16,000,000 in connection with the
funding of the recently confirmed Met-Coil Reorganization Plan which will significantly
effect the Companys debt structure.

# Commitments &
Contingencies

As
previously disclosed, the Company is obligated as a guarantor with respect to certain debt
of CareCentric, Inc. (formerly Simione Central Holdings, Inc.) to CareCentrics
primary commercial bank, Wainwright Bank & Trust Company, in the amount of $6 million
which amount was accrued as of December 31, 2001 and remains on the Companys balance
sheet as of June 30, 2004. The $6 million Wainwright credit line is secured by
substantially all of CareCentrics assets and is presently in the process of being
renegotiated. It is the Companys expectation that its guarantee obligation will be
reduced as a result of this process. The balance outstanding under CareCentrics
credit line with Wainwright Bank & Trust Company as of June 30, 2004 was $1,325,000,
down from $2,525,000 as of December 31, 2003. CareCentric was taken private on
September 4, 2003 and is no longer a publicly traded company. The Companys
investments in CareCentric were not materially affected by that transaction.

# Environmental Disclosure

The
Company is subject to several legal actions and proceedings in which various monetary
claims are asserted. Although no assurances can be given, management, after consultation
with its corporate legal department and outside counsel, does not anticipate that any
ultimate liability arising out of all such litigation and proceedings will have a material
adverse effect on the financial condition of the Company except as set forth below.

Bankruptcy and
Environmental Issues Involving Releases of Hazardous Materials

As
disclosed in previous filings, the Lockformer Company (Lockformer), a division
of the Companys second tier subsidiary, Met-Coil Systems Corporation
(Met-Coil), and Mestek directly (under various legal theories) are defendants
in various actions relating to the alleged release and presence of trichloroethylene
(TCE) contamination on and in the vicinity of Lockformers manufacturing
facility in Lisle, IL. On August 26, 2003, Met-Coil filed a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code)
in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) (Case No. 03-12676-MFW). Met-Coil remains in possession of its assets and
properties and continues to operate its businesses and manage its properties as a
debtor-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.

Based upon statements made by the Bankruptcy Court in Open Court at the recent July 28, 2004 Confirmation Hearing, management believes that the Bankruptcy Court will shortly confirm the Fourth Amended Chapter 11 Plan
of Reorganization (the Proposed Plan) proposed by Met-Coil and Mestek, as
co-proponents, and will recommend to the United States District Court (Del.) that it approve
and enter the channeling injunction discussed below, and certain related third
party releases in favor of, among others, Mestek and its affiliates.

This
Proposed Plan is supported by all major parties in interest in the Met-Coil Chapter 11
case, including the Official Committee of Unsecured Creditors, the various governmental
agencies overseeing the remediation of Met-Coils Lisle, Illinois facility and the
plaintiffs in various personal injury and property damage cases. The Proposed Plan reflects
the consensual agreements reached by Mestek and Met-Coil with representatives of all
affected classes of creditors. The Company anticipates that the Proposed Plan will become
effective in approximately six to twelve weeks from the date the Bankruptcy Judge confirms the Proposed Plan (which the Company anticipates will occur shortly), upon satisfaction or waiver of all
conditions precedent to the effectiveness of the Proposed Plan.

The
Proposed Plan provides for the classification of claims against and interests in Met-Coil
and provides for the treatment of these classes of claims and interests upon the Amended
Plan becoming effective. The Proposed Plan settles the various legal actions which have
been commenced against Met-Coil and Mestek with respect to an alleged release of TCE into
the soils, groundwater or air in or around Met-Coils Lockformer Company facility in
Lisle, Illinois. In addition, the Proposed Plan establishes a trust (the TCE PI Trust)
for the holders of future claims or demands, who reside, resided or may reside in a
certain geographic area in the vicinity of the facility in Lisle, Illinois, and who assert
personal injury claims in the future. The TCE PI Trust is established to assume all such
future personal injury claims and demands and pay and administer such claims for up to 45
years. Upon establishment of such TCE PI Trust, Mestek and its affiliates will be released
from any liabilities assumed by the TCE PI Trust for up to 45 years. Pursuant to the Proposed Plan,
all such future claims and demands will be channeled to the TCE PI Trust and
be paid in accordance with the distribution procedures established for such trust. This
TCE PI Trust will be administered by an independent trustee, with power to mediate,
arbitrate and, if necessary, litigate claims.

The
Companys Environmental and Litigation Reserve as of the quarter ended March 31, 2004
was approximately $50,236,000, having been established and revised over several fiscal
quarters as a result of then ongoing settlement discussions as to amounts that would be
required to settle the various claims related to the Met-Coil bankruptcy, and complete
environmental remediation and ongoing monitoring. Remediation on the Lockformer site
resulted in the expenditure of approximately $441,000 during the quarter ended June 30,
2004 and thus the reserve was reduced in the three-month period ended June 30, 2004 to
$49,795,000. Managements estimate of the funding requirements of the
Proposed Plan once confirmed, including the TCE Trust requirements discussed above, after application of
expected insurance recoveries from existing settlements with historic insurers of the
Lockformer facility that become collectable upon or shortly after the effective date of
the Proposed Plan, lead management to believe that no additional reserves, beyond those set
forth in the Companys Quarterly Report on Form 10-Q for the period ended March 31,
2004, are required to be taken, and accordingly, no additions to such reserves are
included in the results of operations for the three months ended June 30, 2004.

The
immediate cash requirements which will require borrowing under the Companys credit
facility upon the Proposed Plans becoming effective are estimated at approximately
$16,000,000. In addition, letters of credit of approximately $17,000,000 are expected to
be required in connection with the funding of the Proposed Plan once confirmed and effective.

The
financial statements contained in this report reflect such reserves included in the
caption Liabilities Subject to Compromise. These reserves have been
established in accordance with Financial Accounting Standard Board Statement No. 5 and
Staff Accounting Bulletin No. 92. However, while these reserves represent
managements best estimate of these liabilities, and are based upon known or
anticipated claims analysis estimated by various legal, scientific and economic experts,
there is no assurance that these reserves will be adequate to meet all potentials claims
arising from the environmental contamination at the Lisle, Illinois site. In addition,
there can be no assurance that future claims for personal injury or property damage will
not be asserted by other plaintiffs against Met-Coil and Mestek with respect to the
Lockformer site and facility.

As
additional information and expert opinions become available to management, it may either
be able to revise its estimate of the range of exposure, with appropriate revision to
reserves taken, or continue to believe that no such better estimate is possible at the
time.

Remediation
 Lisle, IL:

Met-Coil
is continuing remediation of the Lockformer facility in Lisle, IL, pursuant to a Work Plan
for the site (on-site remediation) approved by the Environmental Protection
Agency (EPA) and is awaiting approval of the remedial standards to be achieved
by such Work Plan from the IEPA. The IEPA has not agreed to any specific target level of
remediation. To date, substantial soil remediation has occurred in areas under and
adjacent to the Lisle facility through both soil vapor extraction and electric resistive
heating processes. Groundwater remediation remains to be accomplished and a work plan for
this is being prepared for submission to regulatory authorities. In the quarter ended June
30, 2004, Met-Coil paid $441,000 in costs related to on-site remediation, and has a
remaining reserve of $6,627,000for future remediation costs as of June 30, 2004.

As
part of the Proposed Plan, Met-Coil and Mestek have committed to the IEPA to hook-up
certain residences within a designated area in proximity to the Lockformer facility to
public water supply, at an estimated cost of approximately $2,000,000, which is included
in the aforementioned $49,795,000 reserve in the accompanying financial statements in the
heading Liabilities Subject to Compromise, and Mestek has committed to
guaranty the remediation obligations of Met-Coil on the Lockformer site for up to
$3,000,000 of expense.

In
light of the remaining uncertainties surrounding the effectiveness of the available
remediation technologies and the future potential changes in remedial objectives and
standards, still further reserves may be needed in the future with respect to the on-site
remediation of the Lisle facility. The complexity of aforementioned factors makes it
impossible at this time to further estimate any additional costs.

Other
Claims Alleging Releases of Hazardous Materials or Asbestos Related Liability

The
Company is currently a party to approximately 200 asbestos-related lawsuits, and in the
past six months has been named in approximately 10 to 15 new such lawsuits each month,
primarily in one county in Illinois where numerous asbestos-related actions have been
filed against numerous defendants. The Company is concerned about the trend of cases
brought in recent months notwithstanding the historical record of dismissals or de minimus
settlements.

Almost
all of these suits seek to establish liability against the Company as successor to
companies that may have manufactured, sold or distributed asbestos-related products, and
who are currently in existence and defending thousands of asbestos related cases, or
because the Company currently sells and distributes boilers, an industry that has been
historically associated with asbestos-related products. The Company believes it has valid
defenses to all of the pending claims and vigorously contests that it is a successor to
companies that may have manufactured, sold or distributed any product containing asbestos
materials. However, the results of asbestos litigation have been unpredictable, and
accordingly, an adverse decision or adverse decisions in these cases, individually or in
the aggregate, could materially adversely affect the financial position and results of
operation of the Company and could expose the Company to substantial additional asbestos
related litigation and the defense costs thereof, which defense costs, because of the
sheer number of asbestos claimants and the historical course of the litigation process in
this area has the potential to become substantial, though these costs are not capable of
estimation at this time. The total requested damages of these cases are over $3 billion.
To date, however, the Company has had over 40 asbestos-related cases dismissed without any
payment and it settled approximately twenty-three asbestos-related cases for a de minimis
value. However, there can be no assurance the Company will be able to successfully defend
or settle any pending litigation.

In
addition to the Lisle, IL site, the Company has been named or contacted by state
authorities and/or the EPA regarding the Companys asserted liability or has
otherwise determined it may be required to expend funds for the remediation of certain
other sites described below.

In
High Point, NC, the Company has been named as a Potentially Responsible Party
(PRP) with regard to the clean up of groundwater contamination allegedly due to dumping at
a landfill. The Company believes that its activity at the site represented less than one
percent of all activity at the site. State authorities have received for review a report
on the Remedial Investigation of the site, including a supplemental Remedial Investigation
submitted in 2003, a base-line Risk Assessment and a Feasibility Study of the alternative
remedial options for treating groundwater contamination at or near the site. The North
Carolina Department of Environment and Natural Resources (DENR) has not issued its
remaining formal comments on these documents, nor has a final remedial alternative yet
been selected or approved. The Company continues to participate in a joint defense group
to help define and limit its liabilities and may be required to contribute to the
remediation of such alleged groundwater contamination. The PRPs anticipate proposing a
remedy based upon the use of phytoremediation and engineered wetlands.

The
Company (along with many other corporations) is involved in a PRP action for the
remediation of a site in Southington, CT, as a result of the EPAs preliminary
assignment of derivative responsibility for the presence of hazardous materials
attributable to two other corporations from whom the Company purchased assets after the
hazardous materials had been disposed of at the Southington site. The Company participated
as part of a joint defense group in a de minimis settlement with the EPA
concerning soil remediation at the Southington, CT site, while the issue of further
groundwater investigation at the site was postponed by the EPA in 1998, pending the soil
remediation. Currently, Monitored Natural Attenuation (MNA) and a landfill cap are being
evaluated as remedial alternatives for groundwater contamination at the site. The landfill
cap has been installed, but its effectiveness has not yet been determined. Likewise, more
study must be performed by the environmental consultant hired by the joint defense group
to support the evaluation of the potential for MNA to control future dissolved volatile
organic compound migration at this site.

The
Process Recovery Corporation (PRC) of which the Companys foundry subsidiary and its
predecessor corporation Eafco, Inc. were shareholders and customers for disposal of used
foundry sand, was notified in 2002 that it had exceeded certain fill parameters of its
permit. Since then PRC has ceased operations and expended almost all of its liquid assets.
The Pennsylvania Department of Environmental Protection (PADEP) contacted the customer
generators of PRC and demanded that they maintain the leachate collection system at the
landfill and execute a permitted closure of the landfill. While the Company does not
believe that any of the PRC customer generators or shareholders are responsible for
closure of the landfill, the Company has nevertheless joined a group of the majority of
PRC customers who have agreed voluntarily to fund operation of the PRC leachate collection
system on an interim basis. This group is also investigating alternative solutions to the
PADEPs concerns, such as sale or lease to a third party. The Company intends to
contest any liability that may be asserted against it to pay for closure of the PRC
landfill. But even if the Company should contribute to a closure voluntarily or through
some equitable court order, management believes that the cost to the Company for its share
of the closure plan, based on calculated tons deposited in the landfill and the current
estimate of the closure plan, should be in the range of $100,000 to $240,000.

A
Company subsidiary (the Subsidiary) that has contracted to sell a surplus
facility in Scranton, PA has been notified by the purchaser that a Phase II environmental
site assessment reports the presence of PCE in certain soil borings taken on the site of
the facility in March 2004. In response to this information, the Subsidiary has filed a
Notice of Intent to Remediate the Scranton property with PADEP, and has contracted with an
environmental contractor to design and implement field work to delineate the scope of the
contamination at the Scranton facility, and ultimately to design and implement a
remediation plan for the site. The fieldwork has fully defined the extent of the
contamination of subsurface soils at the Scranton site, which indicate that the subsurface
soil contamination is contained within the site. The investigation into groundwater
contamination is continuing as of the date of this Quarterly Report on Form 10-Q, and
preliminary reports indicate there is some contamination of groundwater at certain levels
at the site; however, the hydrogeology of the site is complex, and the Subsidiary expects
that further testing will be required by PADEP to characterize the scope of the
groundwater contamination. In addition, the Subsidiary has engaged its environmental
contractor to evaluate soil vapor exposure pursuant to applicable environmental
regulations, and it is expected that soil vapor field-testing will be required. The
initial scope of work for the delineation fieldwork is expected not to exceed $75,000,
although this amount could increase based on input for additional testing by the relevant
regulatory agencies. The cost of the remediation measures required to remove or reduce the
levels of contamination at the Scranton site within levels required by applicable law is
not quantifiable at this time because the full characterization of the environmental
contamination at the site is still being performed; however the Subsidiary has pollution
legal liability insurance with policy limits of $10,000,000 covering this site, with a
$50,000 deductible. The insurer has accepted coverage of the claim made by the Subsidiary
with respect to the Scranton site. The amount of the policy deductible is separately
payable by the former owner of the site under the agreement by which the Subsidiary
acquired the Scranton facility.

The
Company continues to investigate all of these matters. Given the information presently
known, no estimation can be made of any liability which the Company may have with respect
to these matters. There can be no assurance, but based on the information presently
available to it, the Company does not believe that any of these last four described
matters will be material to the Companys financial position or results of
operations.

Warranty Commitments

Products
sold by the Company are covered by various forms of limited warranty with terms and
conditions that vary depending upon the product. The limited warranty typically covers the
equipment, replacement parts and, in very limited circumstances, labor necessary to
satisfy the warranty obligation for a period which is generally the earlier of 12 months
from date of installation or 18 months from date of shipment from the Company factory,
although some products or product components are warranted for periods ranging from
eighteen months to ten years. The Company estimates the costs that may be incurred under
its warranty obligations and records a liability in the amount of such costs at the time
product revenue is recognized. Factors that affect the Companys warranty liability
include the number of units sold, historical and anticipated rates of warranty claims, and
allowable costs per claim and recoveries from vendors. At least once a quarter the Company
assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as
necessary. Costs to satisfy warranty claims are charged as incurred to the accrued
warranty liability.

---

Following
is a summary of changes in the Companys product warranty liability for the three
months ended June 30, 2004 and 2003.

`Three months ended
                                                                     June 30,
                                                            2004                      2003

Balance at beginning of period                          $2,635,790                   $2,880,594
Provision for warranty claims                            1,049,138                      270,409
Warranty claims incurred                                  (422,460)                    (381,331)
Balance at end of period                                $3,262,468                   $ 2,769,672`

# FUTURE IMPACT OF KNOWN
TRENDS OR UNCERTAINTIES

The
Companys operations are sensitive to a number of market factors, any one of which
could materially adversely affect its results of operations in any given year:

Construction
ActivityThe Companys largest Segment, its Heating, Ventilating, and Air
Conditioning (HVAC) Segment, is directly affected and its other Segment, Metal Forming, is
indirectly affected by commercial construction projects and residential housing starts.
Relatively lower interest rates in 2003 and 2004 to date and strong institutional activity
have helped maintain a health construction economy. Significant increases in interest
rates or reductions in construction activity in future periods, however, could be expected
to adversely affect the Companys revenues, possibly materially.

Manufacturing
ActivityThe Companys Metal Forming Segment, as a manufacturer of capital
goods used in other manufacturing processes, is subject to significant cyclicality based
upon factory utilization. The Companys Metal Forming Segment provides equipment used
to hold, uncoil, straighten, form, bend, cut, and otherwise handle metal used in
manufacturing operations, all activities likely to be adversely affected in recessionary
periods. The level of manufacturing activity in North America in the automotive, steel
processing, metal furniture, and stamping industries, is particularly relevant to this
Segment since its products are typically purchased to upgrade or expand existing equipment
or facilities. Expectations of future business activity are also particularly relevant.
Activity in this Segment has been affected in the recent past by the events of September
11, 2001, and may be affected significantly in the future by the effects of globalization
which impact both the markets for its products, the competitors it faces in such markets
and potentially the cost and availability of its key components.

Credit
AvailabilityAlthough interest rates trended lower in 2003 and have increased
only modestly thus far in 2004, reflecting the Federal Reserves evolving monetary
policy during this period, credit availability is critical to the Company and its customer
base. The Companys customer base includes many small to medium sized businesses, who
are particularly dependent upon available bank lines of credit. In addition, recent
operating losses associated with a subsidiarys bankruptcy and environmental
liabilities could negatively impact the terms upon which the Company itself obtains credit
in the future.

Technological
ChangesAlthough the HVAC industry has historically been impacted by technology
changes in a relatively incremental manner, it cannot be discounted that radical
changessuch as might be suggested by fuel cell technology, burner technology and/or
other developing technologiescould materially adversely affect the Companys
results of operations and/or financial position in the future.

Environmental
Laws Affecting Operations and Product Design The Company is subject to numerous
laws and regulations that govern the discharge and disposal of materials into the
environment. The Companys operations and its HVAC products that involve combustion,
refrigeration, air conditioning and related technologies as currently designed and applied
entail the risk of future noncompliance with the evolving landscape of environmental laws
regulations and industry standards. The cost of complying with the various environmental
laws regulations and industry standards is likely to increase over time, and there can be
no assurance that the cost of compliance, including changes to manufacturing processes and
design changes to current HVAC product offerings that involve the creation of carbon
dioxide or other currently unregulated compounds emitted in atmospheric combustion, or
efficiency standards, will not over the long-term and in the future have a material
adverse affect on the Companys results of operations.

Weather
ConditionsThe Companys core HVAC Segment manufactures heating, ventilating
and air conditioning equipment with heating products representing the bulk of the
Segments revenues. As such, the demand for its products depends upon colder weather
and benefits from extreme cold. Severe climatic changes, such as those suggested by the
global warming phenomenon, could over time adversely affect the Companys
results of operation and financial position.

Purchasing
PracticesIt has been the Companys policy in recent years to aggregate
purchase volumes for high value commodities with fewer vendors to achieve maximum cost
reductions while maintaining quality and service. This policy has been effective in
reducing costs but has introduced additional risk which could potentially result in
short-term supply disruptions or cost increases from time to time in the future.

Supply
Disruptions and Commodity RisksThe Company uses a wide variety of materials in
the manufacture of its products, such as copper, aluminum and steel, as well as electrical
and mechanical components, controls, motors and other products. In connection with the
purchase of major commodities, principally copper, stainless steel and aluminum for
manufacturing requirements, the Company enters into commodity forward agreements to
effectively hedge the cost of the commodity. This forward approach is done for a portion
of the Companys requirements, while the balance of the transactions required for
these commodities are conducted in the cash or spot market. The forward
agreements require the Company to accept delivery of the commodity in the quantities
committed, at the agreed upon forward price, and within the timeframe specified. The cash
or spot market transactions are executed at the Companys discretion and
at the current market prices. In addition to the raw material cost strategy described
above, the Company enters into fixed pricing agreements for the fabrication charges
necessary to convert these commodities into useable product. Management believes at
present that it has adequate sources of supply for its raw materials and components
(subject to the risks described above under Purchasing Practices) and has historically not
had significant difficulty in obtaining the raw materials, component parts or finished
goods from its suppliers. No industry Segment of the Company is dependent on a single
supplier, the loss of which would have a material adverse effect on its business.

Interest
Rate SensitivityThe Companys borrowings are largely Libor or Prime Rate
based. The Company believes that a 100 basis-point increase in its cost of funds would not
have a material effect on the Companys financial statements taken as a whole.
Interest rates are nonetheless significant to the Company as a participant in the
construction and capital goods industries and particularly in light of the increased
borrowings planned in connection with the resolution of the Met-Coil bankruptcy. (See
Notes 3, 7 and 8.) (See Construction Activity, Manufacturing Activity and Credit
Availability above.)

Acquisition
Integration  The Company has historically grown through acquisition.
Acquisitions often involve risks of integration with the parent company and may present
managerial and operational challenges, which can have adverse effects on results of
operations, typically when charges result from impairment of goodwill or indefinite lived
intangibles or cessation of business operations from consolidations or otherwise.
Acquisition integration also often requires considerable diversion of management
attention, difficulty in integrating management resource planning and financial control
systems, increased risk of contingent or unknown liabilities and potential disputes with
sellers of the acquired companies. Expected cost savings from strategic acquisitions may
not be realized or achieved within the timeframe initially expected.

Retention
of Qualified Personnel  The Company does not operate with multiple levels of
management. It is relatively flat organizationally and while we perceive this
as a strength overall, it does subject the Company to the risks associated with the
separation from the Company of critical managers for whatever reason. From time to time,
there may be a shortage of skilled labor, which may make it more difficult and expensive
for the Company to attract and retain qualified employees.

Inflation
 A substantial portion of the Companys inventory costs are represented by
commoditiescopper, steel and aluminumwhich in times of high economic activity,
as evidenced by the ongoing affect of globalization on the world economy, can
be subject to significant price inflation. The Companys ability to recover such cost
increases through pricing changes is uncertain and erosion of margins during such periods
is a significant risk.

# Item 3. 
Quantitative and Qualitative Information about Market Risks

The
Company does not engage in the purchase or trading of market risk sensitive instruments
other than with respect to a single interest rate swap transaction entered into on
February 6, 2004 whereby the Company has obtained fixed interest rate protection for three
years for approximately $14,000,000 of its bank debt. The Company does not presently have
any positions with respect to hedge transactions such as forward contracts relating to
currency fluctuations. No market risk sensitive instruments are held for speculative or
trading purposes.

# Item 4  Controls
and Procedures

(a)    
          Evaluation of Disclosure Controls and Procedures.

| | Subsequent
to the enactment in 2002 of the Sarbanes-Oxley Act, the Company established a Disclosure
Control Committee comprised currently of its Chief Legal Officer, its Associate General
Counsel, its Corporate Controller, its Corporate Manger of Internal Audit, and its Chief
Financial Officer. The Disclosure Control Committee on a quarterly basis reviews written
sub-attestations obtained from key financial and operating personnel, consults with
outside technical advisers as needed, and meets with the Companys CEO, among other
steps. As of the end of the period covered by this Quarterly Report on Form 10-Q, Company
Management, including the Chief Executive Officer and Chief Financial Officer, have
conducted an evaluation of the effectiveness of the design and operation of the
Companys Disclosure Controls and procedures as defined in the Rule 13a-15(e) of
Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer have concluded that the Companys disclosure controls and
procedures are effective to provide reasonable assurance of achieving the purposes
described in Rule 13a-15(e), and no changes are required at this time.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Changes in Internal Controls.

| | Subsequent
to the enactment in 2002 of the Sarbanes-Oxley Act, the Company undertook a review of its
internal controls, including its internal accounting controls. This process resulted in an
expanded Internal Control and Accounting Policy and Procedures Manual which has now been
widely disseminated within the Company. While numerous policies were clarified in this
manual, and some formerly informal policies were formalized in this manual, the Company
does not believe that any such changes represented corrective actions taken with regard to
significant deficiencies and material weaknesses. The Company believes that appropriate
corrective actions have been taken with respect to the significant deficiencies which were
disclosed in Item 9A of its Annual Report on Form 10-K for the period ending December 31,
2003, and there were no significant changes in the second quarter of 2004 in internal
controls or in factors that have materially affected or are reasonably likely to
significantly affect internal controls, subsequent to the date the Chief Executive Officer
and Chief Financial Officer completed their evaluation. Notwithstanding the foregoing, the
Company intends to continue the process of examining all internal accounting procedures
for the purposes of improvement of internal control and to begin in 2004 a program of
training a significant number of managers and staff to better assure compliance and to
improve the scope and application of its internal accounting controls.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# PART II  OTHER
INFORMATION

# Item 1  Legal
Proceedings

The
Company is not presently involved in any litigation that it believes could materially and
adversely affect its financial condition or results of operations except as
described in Part I, Item 2  Managements Discussion and Analysis of Financial
Condition and Results of Operations-above and in Notes 7 and 8 above of the Companys
Condensed Consolidated Financial Statements, which are a part of this Quarterly Report on
Form 10-Q. No material legal proceedings were instituted or terminated in the quarter
ended on June 30, 2004, nor is the Company aware of any governmental agency investigations
or proceedings other than as discussed in Note 7 of the Companys Condensed
Consolidated Financial Statements, which are a part of this Quarterly Report on Form 10-Q

# Item 2  Changes in
Securities and Use of Proceeds

In
2004, the Company continued its program of selective open market purchases
acquiring 62,800 shares of its common stock in the three-month period ending June 30, 2004
at an average cost per share of approximately $16.21. The Company has additionally
acquired 49,300 shares in the period from July 1, 2004 through August 10, 2004 at an
average cost of $16.61 per share. No shares were acquired in the comparable periods in
2003. All such shares were accounted for as treasury shares.

# Item 4  Submission
of Matters to a Vote of Security Holders

The Company held its Annual Meeting
of Shareholders on May 25, 2004. Certain matters voted upon at the meeting and the votes
cast with respect to such matter are as follows:

# Election of Directors

|                      | Votes
Received | Votes
Withheld
|--------------------- | -------------- | --------------
|
|
|William J. Coad       | 8,510,178      | 39,052        
|Edward J. Trainor     | 8,510,178      | 39,052        
|Winston R. Hindle, Jr | 8,510,150      | 39,080        
|David W. Hunter       | 8,510,158      | 39,072        
|David M. Kelly        | 8,510,178      | 39,052        
|George F. King        | 8,510,178      | 39,052        
|John E. Reed          | 8,509,311      | 39,919        
|Stewart B. Reed       | 8,509,470      | 39,760        

---

# Item 6  Exhibits
and Reports on Form 8-K

# Exhibit

No.
Description

# (b) Reports on Form 8-K:

The
Company filed a Report on Form 8-K on April 15, 2004 with respect to Item 7 Financial
Statements, Pro Forma Financial Information and Exhibits, Item 9 Regulation FD Disclosure
and Item 12 Results of Operations and Financial Condition to report earnings for the year
ended December 31, 2003.

The
Company filed a Report on Form 8-K on April 29, 2004 with respect to Item 4 Changes in
Registrants Certifying Accountant and Item 7 Financial Statements, Pro Forma
Financial Information to announce the dismissal of its former independent auditors, Grant
Thornton LLP, and the engagement of its new independent auditors, Vitale Caturano &
Company, PC.

The
Company filed a Report on Form 8-K/A on May 7, 2004 with respect to Item 4 Changes in
Registrants Certifying Accountant and Item 7 Financial Statements, Pro Forma
Financial Information in connection with the announcement of the dismissal of its former
independent auditors, Grant Thornton LLP, and the engagement of its new independent
auditors, Vitale Caturano & Company, PC.

The
Company filed a Report on Form 8-K on May 18, 2004 relative to Results of Operations and
Financial Condition to report earnings for the quarter ended March 31, 2004.

The
Company filed a Report on Form 8-K on May 24, 2004 relative to the disclosure of the
filing of a First Amended Chapter 11 Plan of Reorganization for the Companys second
tier subsidiary, Met-Coil Systems Corporation on May 20, 2004.

The
Company filed a Report on Form 8-K on May 25, 2004 relative to the Companys
reaffirmation of its common stock repurchase authorization.

The
Company filed a Report on Form 8-K on June 25, 2004 relative to the disclosure of a Fourth
Amended Plan of Reorganization and the related Disclosure Statement relating to the
Companys second tier subsidiary, Met-Coil Systems 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.

MESTEK, INC.

(Registrant)

|      |                                  
|----- | ---------------------------------
|
|
|Date: | By: /S/ Stephen M. Shea          
|      | Stephen M. Shea                  
|      | Senior Vice President - Finance  
|      | and CFO (Chief Financial Officer)

---

# Exhibit 11.1

# MESTEK, INC.

# SCHEDULE OF
COMPUTATION OF EARNINGS PER COMMON SHARE

|                                            | Three Months Ended
June 30, |            | Six Months Ended
June 30, |           
|------------------------------------------- | --------------------------- | ---------- | ------------------------- | ----------
|
|
|Net Income (Loss)                           | ($    467)                  | ($  9,509) | ($    794)                | ($  8,667)
|Basic Earnings (Loss) Per Common Share:    
|Net Income (Loss)                           | ($   0.05)                  | ($   1.09) | ($   0.09)                | ($   0.99)
|Basic Weighted Average Shares Outstanding   | 8,707                       | 8,722      | 8,715                     | 8,722     
|Diluted Earnings (Loss) Per Common Share:  
|Net Income (Loss)                           | ($   0.05)                  | ($   1.09) | ($   0.09)                | ($   0.99)
|Diluted Weighted Average Shares Outstanding | 8,707                       | 8,722      | 8,715                     | 8,722     

---

EXHIBIT 31.1

I, John E. Reed, Chief Executive
Officer, Mestek, Inc., certify that:

1.       
          I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended
          June 30, 2004, of Mestek, Inc.(the registrant);

2.       
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

3.       
          Based on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report;

4.       
          The registrants other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

| | (a)       
               Designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter (the registrants fourth fiscal quarter in the case of an
               annual report) that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.       
          The registrants other certifying officer(s) and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):

(a)       
          All significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize and
          report financial information; and

(b)       
          Any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting.

|      |                        
|----- | -----------------------
|
|
|Date: | By: /S/ John E. Reed   
|      | John E. Reed           
|      | Chief Executive Officer
|      |                        

---

EXHIBIT 31.2

I, Stephen M. Shea, Chief Financial
Officer of Mestek, Inc., certify that:

1.       
          I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended
          June 30, 2004, of Mestek, Inc.(the registrant);

2.       
          Based on my knowledge, this report does not contain any untrue statement of a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

3.       
          Based on my knowledge, the financial statements, and other financial information
          included in this report, fairly present in all material respects the financial
          condition, results of operations and cash flows of the registrant as of, and
          for, the periods presented in this report;

4.       
          The registrants other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as defined in
          Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

| | (a)       
               Designed such disclosure controls and procedures, or caused such disclosure
               controls and procedures to be designed under our supervision, to ensure that
               material information relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those entities, particularly
               during the period in which this report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Evaluated the effectiveness of the registrants disclosure controls and
               procedures and presented in this report our conclusions about the effectiveness
               of the disclosure controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Disclosed in this report any change in the registrants internal control
               over financial reporting that occurred during the registrants most recent
               fiscal quarter (the registrants fourth fiscal quarter in the case of an
               annual report) that has materially affected, or is reasonably likely to
               materially affect, the registrants internal control over financial
               reporting; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.       
          The registrants other certifying officer(s) and I have disclosed, based on
          our most recent evaluation of internal control over financial reporting, to the
          registrants auditors and the audit committee of the registrants
          board of directors (or persons performing the equivalent functions):

(a)       
          All significant deficiencies and material weaknesses in the design or operation
          of internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize and
          report financial information; and

(b)       
          Any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting.

|      |                        
|----- | -----------------------
|
|
|Date: | By: /S/ Stephen M. Shea
|      | Stephen M. Shea        
|      | Chief Financial Officer

---

EXHIBIT 32

# CERTIFICATION PURSUANT
TO

# 18 U.S.C. SECTION 1350

# AS ADOPTED PURSUANT TO SECTION
906

# OF THE SARBANES-OXLEY
ACT OF 2002

Each of the undersigned hereby
certifies, for the purposes of 18 U.S.C. Section 1350, in his capacity as an officer of
Mestek, Inc. (the Company), that, to his knowledge:

(a)       
          the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended
          June 30, 2004, as filed with the Securities and Exchange Commission (the
          Report), fully complies with the requirements of Section 13(a) of
          the Securities Exchange Act of 1934; and

(b)       
          the information contained in the Report fairly presents, in all material
          respects, the financial condition and results of operations of the Company.



Dated:  August
16, 2004

/s/  John
E. Reed John E. Reed Chief Executive Officer

/s/  Stephen
M. Shea Stephen M. Shea Chief Financial Officer

This certification is not deemed to
be filed for purposes of section 18 of the Securities Exchange Act of 1934, or
otherwise subject to the liability of that section. This certification is not deemed to be
incorporated by reference into any filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, except to the extent that the Company specifically incorporates it
by reference.