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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
   [X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF THE SECURITIES ACT OF 1934

For quarterly period ended December 31, 2001

                                       OR

   [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_________________to__________________

Commission File Number:  0-23335

                       MPW INDUSTRIAL SERVICES GROUP, INC.
             (Exact name of registrant as specified in its charter)


                      Ohio                                 31-1567260
        (State or other jurisdiction of                 (I.R.S. employer
         incorporation or organization)                identification no.)

    9711 Lancaster Road, S.E., Hebron, Ohio                  43025
    (Address of principal executive offices)              (Zip code)

                                 (740) 927-8790
              (Registrant's telephone number, including area code)

                                 Not Applicable

              (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 [X]   No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

        Indicate the number of shares outstanding of the issuer's classes of
common stock, as of the latest practicable date.

        As of January 31, 2002, 10,939,957 shares of the issuer's common stock,
without par value, were outstanding.

================================================================================
<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

            Consolidated Balance Sheets as of December 31, 2001
            (unaudited) and June 30, 2001 ................................    3

            Consolidated Statements of Operations for the three and six
            months ended December 31, 2001 and 2000 (unaudited)...........    4

            Consolidated Statements of Cash Flows for the six months
            ended December 31, 2001 and 2000 (unaudited)..................    5

            Notes to Consolidated Financial Statements (unaudited)........    6

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations ....................................    9

Item 3.     Quantitative and Qualitative Disclosures About Market Risk....   11


PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings.............................................   12

Item 2.     Changes in Securities and Use of Proceeds.....................   12

Item 3.     Defaults Upon Senior Securities...............................   12

Item 4.     Submission of Matters to a Vote of Security Holders...........   12

Item 5.     Other Information.............................................   12

Item 6.     Exhibits and Reports on Form 8-K..............................   12


SIGNATURES................................................................   14

EXHIBIT INDEX ............................................................   15
</TABLE>



                                                                          Page 2
<PAGE>

                        PART I. -- FINANCIAL INFORMATION

ITEM 1.        FINANCIAL STATEMENTS.

                       MPW INDUSTRIAL SERVICES GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                DECEMBER 31,     JUNE 30,
                                                                                    2001           2001
                                                                                 ---------       ---------
                                                                                (UNAUDITED)
<S>                                                                             <C>              <C>
ASSETS

Cash                                                                              $    123        $    129
Accounts receivable, net                                                            14,684          15,043
Inventories                                                                          2,110           2,264
Deferred income taxes                                                                1,736           1,501
Prepaid expenses                                                                       703           1,010
Other current assets                                                                 2,831           3,684
                                                                                  --------        --------
     Total current assets                                                           22,187          23,631
                                                                                  --------        --------


Property and equipment, net                                                         38,972          39,513
Intangibles, net                                                                    19,661          20,087
Investment in affiliate                                                              6,970           7,198
Other assets                                                                            81              38
                                                                                  --------        --------

     Total assets                                                                 $ 87,871        $ 90,467
                                                                                  ========        ========

LIABILITIES

Accounts payable                                                                  $  4,416        $  4,902
Accrued compensation and related taxes                                               2,100           2,592
Current maturities of noncurrent liabilities                                           284             284
Other current liabilities                                                            7,438           8,226
                                                                                  --------        --------
     Total current liabilities                                                      14,238          16,004
                                                                                  --------        --------

Long-term debt                                                                      30,101          31,607
Deferred income taxes                                                                4,995           5,517
Other liabilities                                                                      627              --
                                                                                  --------        --------
     Total liabilities                                                              49,961          53,128
                                                                                  --------        --------


SHAREHOLDERS' EQUITY

Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares
   issued and outstanding                                                               --              --
Common stock, no par value; 30,000,000 shares authorized; 10,939,957 shares
  issued and outstanding at December 31, 2001 and June 30, 2001                        109             109
Additional paid-in capital                                                          41,507          41,507
Retained earnings (deficit)                                                         (3,330)         (4,277)
Accumulated other comprehensive loss                                                  (376)             --
                                                                                  --------        --------
     Total shareholders' equity                                                     37,910          37,339
                                                                                  --------        --------

     Total liabilities and shareholders' equity                                   $ 87,871        $ 90,467
                                                                                  ========        ========
</TABLE>



                 The accompanying notes are an integral part of
                    these consolidated financial statements.



                                                                          Page 3
<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                 DECEMBER 31,                   DECEMBER 31,
                                                            -----------------------       ------------------------
                                                             2001            2000           2001           2000
                                                           --------        --------       --------        --------
                                                                 (unaudited)                   (unaudited)
<S>                                                        <C>             <C>            <C>             <C>
Revenues                                                   $ 22,237        $ 27,024       $ 45,910        $ 51,946
Costs and expenses:
     Cost of services                                        14,312          18,066         30,190          35,230
     Selling, general and administrative expenses             3,517           4,653          7,606           9,522
     Depreciation and amortization                            2,496           1,975          4,626           3,950
                                                           --------        --------       --------        --------
     Total costs and expenses                                20,325          24,694         42,422          48,702
                                                           --------        --------       --------        --------
Income from operations                                        1,912           2,330          3,488           3,244
Interest expense                                                662             738          1,390           1,678
                                                           --------        --------       --------        --------
Income from continuing operations before income
     taxes and equity in earnings of affiliate                1,250           1,592          2,098           1,566
Provision for income taxes                                      550             669            923             658
                                                           --------        --------       --------        --------
Income from continuing operations before equity
     in earnings of affiliate                                   700             923          1,175             908
Equity in earnings (loss) of affiliate, net of tax             (176)            154           (228)            249
                                                           --------        --------       --------        --------
Net income from continuing operations                           524           1,077            947           1,157
Income from discontinued operations, net of tax                  --             102             --              30
                                                           --------        --------       --------        --------
Net income                                                 $    524        $  1,179       $    947        $  1,187
                                                           ========        ========       ========        ========
Net income per share:
     Continuing operations                                 $   0.05        $   0.10       $   0.09        $   0.11
     Discontinued operations                                     --            0.01             --              --
                                                           --------        --------       --------        --------
Net income per share                                       $   0.05        $   0.11       $   0.09        $   0.11
                                                           ========        ========       ========        ========
Net income per share, assuming dilution:
     Continuing operations                                 $   0.05        $   0.09       $   0.09        $   0.10
     Discontinued operations                                     --            0.01             --              --
                                                           --------        --------       --------        --------
Net income per share, assuming dilution                    $   0.05        $   0.10       $   0.09        $   0.10
                                                           ========        ========       ========        ========
Weighted average common shares outstanding                   10,940          10,940         10,940          10,937
Weighted average common shares outstanding, assuming
  dilution                                                   10,944          10,940         10,944          11,307
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.



                                                                          Page 4
<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                               SIX MONTHS ENDED
                                                                                  DECEMBER 31,
                                                                            ------------------------
                                                                              2001            2000
                                                                            --------        --------
                                                                                   (UNAUDITED)
<S>                                                                         <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income                                                                  $    947        $  1,187
Adjustments to reconcile net income to net cash provided by (used in)
  operating activities:
  Depreciation                                                                 3,998           3,507
  Amortization                                                                   628             910
  Equity in loss/(earnings) of affiliate                                         228            (249)
  Loss on disposals of assets                                                     35              71
  Change in deferred income taxes                                               (506)             78
  Changes in operating assets and liabilities:
    Accounts receivable                                                          359          (1,228)
    Inventories                                                                   54          (2,558)
    Prepaid expenses and other assets                                          1,117          (2,392)
    Accounts payable                                                            (486)           (141)
    Other accrued liabilities                                                 (1,315)         (1,360)
                                                                            --------        --------
Net cash provided by/(used in) operating activities                            5,059          (2,175)
                                                                            --------        --------

CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from recapitalization of Pentagon                                        --          22,631
Purchases of property and equipment                                           (3,584)         (3,479)
Proceeds from the disposal of property and equipment                              25               9
                                                                            --------        --------
Net cash (used in)/provided by investing activities                           (3,559)         19,161
                                                                            --------        --------

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility                                       14,200          36,018
Payments on revolving credit facility                                        (15,574)        (51,931)
Payments on notes payable                                                       (132)         (1,146)
Payments on capital lease obligations                                             --             (14)
                                                                            --------        --------
Net cash (used in) financing activities                                       (1,506)        (17,073)
                                                                            --------        --------
Decrease in cash                                                                  (6)            (87)
Cash at beginning of year                                                        129             236
                                                                            --------        --------
Cash at end of period                                                       $    123        $    149
                                                                            ========        ========
</TABLE>



                 The accompanying notes are an integral part of
                    these consolidated financial statements.



                                                                          Page 5
<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2001
                                   (Unaudited)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS MPW Industrial
Services Group, Inc. and its subsidiaries (the "Company") provide
technically-based services, including industrial cleaning and facility
maintenance, industrial container cleaning and industrial process water
purification. Such services are primarily provided at customer facilities. The
Company serves customers in numerous industries including automotive, utility,
chemical, pulp and paper, manufacturing and steel. The Company provides services
primarily throughout the United States and Canada.

        The accompanying unaudited consolidated financial statements presented
herein have been prepared by the Company and reflect all adjustments of a normal
recurring nature that are, in the opinion of management, necessary for a fair
presentation of financial results for the three and six months ended December
31, 2001 and 2000, respectively, in accordance with generally accepted
accounting principles for interim financial reporting and pursuant to Article 10
of Regulation S-X. Certain footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. These
interim consolidated financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended June 30, 2001 ("Annual
Report"). The results of operations for the three and six months ended December
31, 2001 and 2000, respectively, are not necessarily indicative of the results
for the full year.

        COMPREHENSIVE INCOME (LOSS) The only component of other comprehensive
income (loss) relates to the mark-to-market adjustment for the Company's
interest rate swaps (see Note 4). Comprehensive income for the six month period
ended December 31, 2001 was $571,000.

        USE OF ESTIMATES The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the accompanying
consolidated financial statements. Actual results could differ from those
estimates.

NOTE 2. DISCONTINUED OPERATIONS

     On June 4, 2001 the Company completed the sale of the Industrial Products
and Services ("Filter") group to CLARCOR Inc., a filter manufacturer. Under the
terms of the agreement, the purchase price was approximately $31.0 million,
subject to final closing adjustments.

        Discontinued operations include Filter group net sales that totaled
$16.3 million and $32.1 million for the three and six months ended December 31,
2000, respectively. Interest expense is charged to discontinued operations based
on intercompany account balances at the Company's effective external borrowing
rate. Interest expense included in discontinued operations was $0.7 million and
$1.2 million for the three and six months ended December 31, 2000, respectively.
Net income from discontinued operations is net of income tax expense of $75,000
and $22,000 for the three and six months ended December 31, 2000, respectively.



                                                                          Page 6
<PAGE>
NOTE 3.  INTANGIBLES

        Intangibles are summarized as follows (in thousands):


<TABLE>
<CAPTION>
                                                  DECEMBER 31,           JUNE 30,
                                                      2001                 2001
                                                  ------------           -------
<S>                                               <C>                    <C>
Goodwill                                             $11,752             $11,934
Customer lists                                         6,833               6,960
Patents                                                  917                 987
Non-compete agreements                                   159                 206
                                                     -------             -------
                                                     $19,661             $20,087
                                                     =======             =======
</TABLE>

        Accumulated amortization of intangibles as of December 31, 2001 and June
30, 2001 was $4.2 million and $3.5 million, respectively.

NOTE 4.  INTEREST RATE RISK MANAGEMENT

        Effective July 1, 2000, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS No. 137 and SFAS No. 138. SFAS No. 133
requires recognition of derivatives as either assets or liabilities on the
balance sheet at fair value. The impact on the Company's consolidated financial
statements upon adoption and for the year ended June 30, 2001 was not material.

        The Company has two pay-fixed interest rate swap agreements as a hedge
against the interest rate risk associated with borrowing at a variable rate. The
objective of the hedge is to eliminate the variability of cash flows related to
interest rate payments on $20.0 million of the variable rate debt. The swap
agreements have a notional amount of $10.0 million each and effectively lock in
a portion of the Company's variable rate revolving credit liability at fixed
rates of 7.93% and 7.98%, respectively. These swap agreements mature in June
2003 and are accounted for as cash flow hedges, as defined under SFAS No. 133.
The Company adjusts the pay-fixed interest rate swaps to current market values
through other comprehensive income (loss). The Company anticipates that these
contracts will continue to be effective. The gain/(loss) deferred in accumulated
comprehensive income (loss) will be recognized immediately in earnings if the
contracts are no longer effective or the forecasted transactions are not
expected to occur.

        A liability of $627,000 ($376,000 net of tax) has been recognized in the
consolidated financial statements at December 31, 2001 for the mark-to-market on
the interest rate swap contracts with the offsetting net of tax amount recorded
in accumulated other comprehensive loss.



                                                                          Page 7
<PAGE>
NOTE 5.  EARNINGS PER SHARE

        The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                    DECEMBER 31,                    DECEMBER 31,
                                                            --------------------------         -----------------------
                                                              2001             2000             2001            2000
                                                            -------         ----------         -------         -------
<S>                                                         <C>             <C>                <C>             <C>
Numerator for basic and diluted earnings per
  share -- net income from
 Continuing operations ............................         $   524         $    1,077         $   947         $ 1,157
 Discontinued operations ..........................              --                102              --              30
                                                            -------         ----------         -------         -------
Net income                                                  $   524         $    1,179         $   947         $ 1,187
                                                            =======         ==========         =======         =======

 Denominator for basic earnings per share -
  weighted average common shares ..................          10,940             10,940          10,940          10,937
   Effect of dilutive securities:
   Dilutive employee stock options ................               4                 --               4             370
                                                            -------         ----------         -------         -------
   Dilutive potential common shares ...............               4                 --               4             370
 Denominator for diluted earnings per share --
  adjusted weighted average common shares and
  assumed conversions .............................          10,944             10,940          10,944          11,307
                                                            =======         ==========         =======         =======
Net income per share:
 Continuing operations ............................         $  0.05         $     0.10         $  0.09         $  0.11
 Discontinued operations ..........................              --               0.01              --              --
                                                            -------         ----------         -------         -------
Net income per share                                        $  0.05         $     0.11         $  0.09         $  0.11
                                                            =======         ==========         =======         =======
Net income per share, assuming dilution:

  Continuing operations ...........................         $  0.05         $     0.09         $  0.09         $  0.10
  Discontinued operations .........................              --               0.01              --              --
                                                            -------         ----------         -------         -------
Net income per share, assuming dilution                     $  0.05         $     0.10         $  0.09         $  0.10
                                                            =======         ==========         =======         =======
</TABLE>

        Options to purchase 1,845,319 and 1,670,249 shares of common stock at a
weighted average price of $4.86 and $6.01 per share, respectively, were
outstanding during the three months ended December 31, 2001 and 2000,
respectively, but were not included in the computation of diluted earnings per
share because the options' exercise price was greater than the average market
price of the common shares, therefore, the effect would be antidilutive. Options
to purchase 1,845,113 and 773,249 shares of common stock at a weighted average
price of $4.86 and $10.07 per share, respectively, were outstanding during the
six months ended December 31, 2001 and 2000, respectively, but were not included
in the computation of diluted earnings per share because the options' exercise
price was greater than the average market price of the common shares, therefore,
the effect would be antidilutive.



                                                                          Page 8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.

        Except for historical information, certain statements in this
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") are forward looking. These forward looking statements are
based on current expectations that are subject to a number of uncertainties and
risks and actual results may differ materially. The uncertainties and risks
include, but are not limited to, competitive and other market factors, customer
purchasing behavior, general economic conditions and other facets of business
operations as well as other risk factors identified in "Investment
Considerations" in the Company's Annual Report. The Company undertakes no
obligation and does not intend to update, revise or otherwise publicly release
the result of any revisions to these forward looking statements that may be made
to reflect future events or circumstances.

        The following information should be read in conjunction with the
Unaudited Consolidated Financial Statements and related notes included elsewhere
in this Form 10-Q. The following information should also be read in conjunction
with the Audited Consolidated Financial Statements and related notes and MD&A
for the year ended June 30, 2001 as contained in the Company's Annual Report.

RESULTS OF OPERATIONS

        The following table sets forth selected statement of operations data for
continuing operations as a percentage of revenues:

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                SIX MONTHS ENDED
                                                       DECEMBER 31,                     DECEMBER 31,
                                                  ----------------------          ----------------------
                                                   2001            2000            2001            2000
                                                  ------          ------          ------          ------
<S>                                               <C>             <C>             <C>             <C>
Revenues                                           100.0%          100.0%          100.0%          100.0%
Costs and expenses:
  Cost of services                                  64.4            66.9            65.7            67.9
  Selling, general and administrative
    expenses                                        15.8            17.2            16.6            18.3
  Depreciation and amortization                     11.2             7.3            10.1             7.6
                                                  ------          ------          ------          ------
  Total costs and expenses                          91.4            91.4            92.4            93.8
Income from operations                               8.6             8.6             7.6             6.2
Interest expense                                     3.0             2.7             3.0             3.2
                                                  ------          ------          ------          ------
Income from continuing operations before
  income  taxes and equity in earnings of
  affiliate                                          5.6             5.9             4.6             3.0
Provision for income taxes                           2.5             2.5             2.0             1.3
                                                  ------          ------          ------          ------
Income from continuing operations
   before equity in earnings of
  affiliate                                          3.1%            3.4%            2.6%            1.7%
                                                  ======          ======          ======          ======
</TABLE>

THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2000

        Revenues. Revenues decreased to $22.2 million in the second quarter of
fiscal 2002 from $27.0 million in the prior year period. The decrease was
primarily the result of the continued slowdown in the economy and its impact on
many of the customers and industries that the Company serves.

        Cost of Services. Total cost of services was $14.3 million for the three
months ended December 31, 2001 compared to $18.1 million for the three months
ended December 31, 2000. Cost of services as a percentage of revenue decreased
to 64.4% in the second quarter of fiscal 2002 from 66.9% in the prior year
period. The decrease was primarily due to less reliance on sub-contract services
and the Company's continued efforts to minimize the impact of the economic
slowdown.



                                                                          Page 9
<PAGE>
        Selling, General and Administrative Expenses. Total selling, general and
administrative expenses were $3.5 million and $4.7 million for the three months
ended December 31, 2001 and 2000, respectively. As a percentage of revenue,
selling, general and administrative expenses decreased to 15.8% in the second
quarter of fiscal 2002 from 17.2% in the prior year period. This decrease was
primarily the result of profit enhancement initiatives that the Company has
undertaken in response to the economic slowdown, as well as other actions.

        Depreciation and Amortization Expenses. Total depreciation and
amortization expenses were $2.5 million and $2.0 million for the three months
ended December 31, 2001 and 2000, respectively. As a percentage of revenue,
depreciation and amortization expenses increased to 11.2% in the second quarter
of fiscal 2002 from 7.3% in the prior year period. The increase in depreciation
and amortization as a percent of revenue is primarily due to the decline in
revenues noted above, as well as additional depreciation expense recorded in the
current year period to adjust the carrying value of certain assets.

        Income from Operations. Income from operations was $1.9 million for the
three months ended December 31, 2001 compared to $2.3 million for the three
months ended December 31, 2000. As a percentage of revenue, income from
operations remained unchanged at 8.6% in the second quarter of fiscal 2002
compared with the prior year period primarily as a result of the Company's
profit enhancement initiatives which were able to completely mitigate the impact
of the decline in revenues.

        Interest Expense. Interest expense decreased to $662,000 in the second
quarter of fiscal 2002 from $738,000 in the prior year period. The decrease was
primarily due to lower average outstanding borrowings during the second quarter
of fiscal 2002 compared to the prior year period as a result of the proceeds
from the sale of the Filter group being used to repay a portion of the Company's
debt.

        Provision for Income Taxes. The provision for income taxes for the three
months ended December 31, 2001 and 2000 reflects an effective rate of 44% and
42%, respectively.

SIX MONTHS ENDED DECEMBER 31, 2001 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2000

        Revenues. Revenues decreased to $45.9 million in the first six months of
fiscal 2002 from $51.9 million in the prior year period. The decrease was
primarily the result of the continued slowdown in the economy and its impact on
many of the customers and industries that the Company serves.

        Cost of Services. Total cost of services was $30.2 million for the six
months ended December 31, 2001 compared to $35.2 million for the six months
ended December 31, 2000. Cost of services as a percentage of revenue decreased
to 65.7% in the first six months of fiscal 2002 from 67.9% in the prior year
period. The decrease was primarily due to less reliance on sub-contract services
and the Company's continued efforts to minimize the impact of the economic
slowdown.

        Selling, General and Administrative Expenses. Total selling, general and
administrative expenses were $7.6 million and $9.5 million for the six months
ended December 31, 2001 and 2000, respectively. As a percentage of revenue,
selling, general and administrative expenses decreased to 16.6% in the first six
months of fiscal 2002 from 18.3% in the prior year period. The first six months
of fiscal 2000 include a $0.6 million charge for severance related to the
resignation of certain officers of the Company. Excluding the severance charge,
selling, general and administrative expenses as a percentage of revenue
decreased to 16.6% in the first six months of fiscal 2002 from 17.3% in the
prior year period. This decrease was primarily the result of profit enhancement
initiatives that the Company has undertaken in response to the economic
slowdown, as well as other actions.

        Depreciation and Amortization Expenses. Total depreciation and
amortization expenses were $4.6 million and $4.0 million for the six months
ended December 31, 2001 and 2000, respectively. As a percentage of revenue,
depreciation and amortization expenses increased to 10.1% in the first six
months of fiscal 2002 from 7.6% in the prior year period. The increase in
depreciation and amortization as a percent of revenue is primarily due to the
decline in revenues noted above, as well as additional depreciation expense
recorded in the current year period to adjust the carrying value of certain
assets.

        Income from Operations. Income from operations was $3.5 million for the
six months ended December 31, 2001 compared to $3.2 million for the six months
ended December 31, 2000. As a percentage of revenue, income from operations
increased to 7.6% in the first six months of fiscal 2002 from 6.2% in the prior
year period. While revenue has been impacted by the slowdown in the economy, the
Company has maintained its margins primarily as a result of the Company's profit
enhancement initiatives.



                                                                         Page 10
<PAGE>
        Interest Expense. Interest expense decreased to $1.4 million in the
first six months of fiscal 2002 from $1.7 million in the prior year period. The
decrease was primarily due to lower average outstanding borrowings during the
first six months of fiscal 2002 compared to the prior year period as a result of
the proceeds from the sale of the Filter group and the recapitalization of
Pentagon being used to repay a portion of the Company's debt.

        Provision for Income Taxes. The provision for income taxes for the six
months ended December 31, 2001 and 2000 reflects an effective rate of 44% and
42%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

        The Company has a $47.5 million revolving credit facility, which
terminates in October 2002, subject to a one-year extension by the banks on the
anniversary of the agreement. The facility is secured by substantially all of
the Company's assets. Available borrowings under the current facility may be
reduced to not less than $45 million, depending upon the final net proceeds from
the sale of the Filter group. Under the terms of the current credit facility,
the entire $47.5 million is available for general corporate purposes, including
working capital, capital expenditures and acquisitions. Borrowings under the
current credit facility are at rates based on the Eurodollar market rate.
Availability of borrowing is subject to the maintenance of a minimum level of
net worth, certain levels of interest coverage and maintenance of a specific
ratio of funded debt to earnings before interest, taxes, depreciation and
amortization that the Company believes will not affect the availability of
borrowings under the current credit facility. As of December 31, 2001,
borrowings under the current credit facility were $30.0 million.

        The Company is in the process of negotiating a new credit facility and
currently has a firm commitment from the banks that would extend the facility
through February 2005.

INFLATION

        The effects of inflation on the Company's operations were not
significant during the periods presented in the Consolidated Financial
Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

        The Company is exposed to certain market risks from transactions that
are entered into during the normal course of business. The Company has not
entered into derivative financial instruments for trading purposes. The
Company's primary market risk exposure relates to interest rate risk. The
Company's revolving credit facility, which is subject to a variable rate of
interest based on the Eurodollar rate, had a balance of $30.0 million at
December 31, 2001. The Company has hedged its exposure to changes in interest
rates by fixing the rate of interest on $20.0 million of its variable rate
revolving credit facility through interest rate swap agreements. Assuming
borrowings at December 31, 2001, a one hundred basis point change in interest
rates would impact interest expense by approximately $0.1 million per year.



                                                                         Page 11
<PAGE>
                          PART II. -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

        Various legal actions arising in the ordinary course of business are
        pending against the Company. None of the litigation pending against the
        Company, individually or collectively, is expected to have a material
        adverse effect on the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

        Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

        Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        (a)     The Company held its annual meeting of the shareholders on
                December 13, 2001.

        (b)     Each of the following nominees for election to the Board of
                Directors of the Company were elected by the shareholders who
                were present or represented by proxy: Monte R. Black, Alfred
                Friedman, Pete A. Klisares, Timothy A. Walsh and J. Craig R.
                Wright.

        (c)     Of the 9,822,912 shares present in person or represented by
                proxy at the meeting, the number of shares voted for and the
                number of shares as to which the authority to vote in the
                election was withheld, were as follows with respect to each
                director nominee:


<TABLE>
<CAPTION>
                                      VOTES FOR ELECTION      AUTHORITY TO VOTE
                NAME                       OF DIRECTOR             WITHHELD
<S>             <C>                   <C>                     <C>
                Monte R. Black              9,678,851               144,061
                Alfred Friedman             9,797,851               25,061
                Pete A. Klisares            9,797,851               25,061
                Timothy A. Walsh            9,797,851               25,061
                J. Craig R. Wright          9,796,751               26,161
</TABLE>

        (d)     Not Applicable.

ITEM 5. OTHER INFORMATION.

        None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     Exhibits.

                3(a)    Amended and Restated Articles of Incorporation of the
                        Company effective November 4, 1999 (filed as Exhibit
                        3(a) to the Company's Quarterly Report on Form 10-Q for
                        the quarter ended September 30, 1999, and incorporated
                        herein by reference).

                3(b)    Amended and Restated Code of Regulations of the Company
                        effective November 4, 1999 (filed as Exhibit 3(b) to the
                        Company's Quarterly Report on Form 10-Q for the quarter
                        ended September 30, 1999, and incorporated herein by
                        reference).



                                                                         Page 12
<PAGE>
                4(a)    Credit Agreement, dated as of October 20, 1999, among
                        the Company and its subsidiaries, Bank One, NA, National
                        City Bank, LaSalle Bank, National Association, SunTrust
                        Bank, Central Florida, N.A., and Banc One Capital
                        Markets, Inc. (filed as Exhibit 4 to the Company's
                        Quarterly Report on Form 10-Q for the quarter ended
                        September 30, 1999, and incorporated herein by
                        reference).

                4(b)    First Amendment to Credit Agreement and other Loan
                        Documents, dated as of July 17, 2000, among the Company
                        and its subsidiaries, Bank One, NA, National City Bank,
                        LaSalle Bank, National Association, SunTrust Bank,
                        Central Florida, N.A., and Bank One Capitol Markets,
                        Ins. (filed as Exhibit 4(b) to the Company's Annual
                        Report on Form 10-K for the year ended June 30, 2000,
                        and incorporated herein by reference).

                4(c)    Second Amendment to Credit Agreement, dated as of
                        November 10, 2000, among the Company and its
                        subsidiaries, Bank One, NA, National City Bank, LaSalle
                        Bank, National Association, and SunTrust Bank (filed as
                        Exhibit 4(c) to the Company's Quarterly Report on Form
                        10-Q for the quarter ended September 31, 2000, and
                        incorporated herein by reference).

                4(d)    Third Amendment to Credit Agreement, dated as of May 11,
                        2001, among the Company and its subsidiaries, Bank One,
                        NA, National City Bank, LaSalle Bank, National
                        Association, and SunTrust Bank (filed as Exhibit 4 (d)
                        to the Company's Quarterly Report on Form 10-Q for the
                        quarter ended March 31, 2001, and incorporated herein by
                        reference).


        (b)     No reports on Form 8-K were filed during the period.


                                                                         Page 13

<PAGE>
                                   SIGNATURES

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

                                       MPW INDUSTRIAL SERVICES GROUP, INC.,
                                       an Ohio corporation


Dated: February 14, 2002               By: /s/ Richard R. Kahle
       ---------------------------         -------------------------------------
                                       Richard R. Kahle
                                       Vice President and
                                       Chief Financial Officer
                                       (on behalf of the Registrant and as
                                       Principal Financial Officer)



                                                                         Page 14
<PAGE>
                                  EXHIBIT INDEX

  Exhibit
   Number     Description of Exhibit

        3(a)    Amended and Restated Articles of Incorporation of the Company
                effective November 4, 1999 (filed as Exhibit 3(a) to the
                Company's Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1999, and incorporated herein by reference).

        3(b)    Amended and Restated Code of Regulations of the Company
                effective November 4, 1999 (filed as Exhibit 3(b) to the
                Company's Quarterly Report on Form 10-Q for the quarter ended
                September 30, 1999, and incorporated herein by reference).

        4(a)    Credit Agreement, dated as of October 20, 1999, among the
                Company and its subsidiaries, Bank One, NA, National City Bank,
                LaSalle Bank, National Association, SunTrust Bank, Central
                Florida, N.A., and Banc One Capital Markets, Inc. (filed as
                Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the
                quarter ended September 30, 1999, and incorporated herein by
                reference).

        4(b)    First Amendment to Credit Agreement and Other Loan Documents,
                dated as of July 17, 2000, among the Company and its
                subsidiaries, Bank One, NA, National City Bank, LaSalle Bank,
                National Association, SunTrust Bank, Central Florida, N.A., and
                Banc One Capital Markets, Inc. (filed as Exhibit 4(b) to the
                Company's Annual Report on Form 10-K for the year ended June 30,
                2000, and incorporated herein by reference).

        4(c)    Second Amendment to Credit Agreement, dated as of November 10,
                2000, among the Company and its subsidiaries, Bank One, NA,
                National City Bank, LaSalle Bank, National Association and
                SunTrust Bank (filed as Exhibit 4(c) to the Company's Quarterly
                Report on Form 10-Q for the quarter ended September 30, 2000,
                and incorporated herein by reference).

        4(d)    Third Amendment to Credit Agreement, dated as of May 11, 2001,
                among the Company and its subsidiaries, Bank One, NA, National
                City Bank, LaSalle Bank, National Association and SunTrust Bank
                (filed as Exhibit 4 (d) to the Company's Quarterly Report on
                Form 10-Q for the quarter ended March 31, 2001, and incorporated
                herein by reference).



                                                                         Page 15