<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, 2002

                                       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
              ---    ---

     Indicate by check mark whether the registrant is an accelerated filer
     (as defined in Rule 12b-2 of the Exchange Act). Yes     No X
                                                        ---    ---

                      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, 2003, 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>                                                                                               <C>
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements

                  Consolidated Balance Sheets as of December 31, 2002 (unaudited) and June 30, 2002.................   3

                  Consolidated Statements of Operations for the three and six months ended December 31, 2002
                  and 2001 (unaudited)..............................................................................   4

                  Consolidated Statements of Cash Flows for the six months ended December 31, 2002 and 2001
                  (unaudited).......................................................................................   5

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

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations.............  12

Item 3.           Quantitative and Qualitative Disclosures About Market Risk........................................  15

Item 4.           Controls and Procedures...........................................................................  16


PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings.................................................................................  17

Item 2.           Changes in Securities and Use of Proceeds.........................................................  17

Item 3.           Defaults Upon Senior Securities...................................................................  17

Item 4.           Submission of Matters to a Vote of Security Holders...............................................  17

Item 5.           Other Information.................................................................................  17

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

SIGNATURES..........................................................................................................  18

CERTIFICATIONS......................................................................................................  19

EXHIBIT INDEX.......................................................................................................  21
</TABLE>


                                       2

<PAGE>


                        PART I. -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                                                 December 31,         June 30,
                                                                                                     2002               2002
                                                                                                ---------------    ----------------
                                                                                                 (unaudited)
<S>                                                                                             <C>                <C>
ASSETS
Cash                                                                                            $          280     $           164
Accounts receivable, net                                                                                19,299              16,390
Inventories                                                                                              2,625               2,290
Deferred income taxes                                                                                    1,387               1,912
Prepaid expenses                                                                                           920                 776
Other current assets                                                                                       186                 672
                                                                                                --------------     ----------------
         Total current assets                                                                           24,697              22,204
                                                                                                --------------     ----------------
Property and equipment, net                                                                             37,221              37,672
Goodwill                                                                                                 6,766              11,508
Other intangibles, net                                                                                   7,229               7,569
Investment in affiliate                                                                                  6,908               6,792
Other assets                                                                                               112                 144
                                                                                                --------------     ----------------
         Total assets                                                                           $       82,933     $        85,889
                                                                                                ==============     ================

LIABILITIES
Accounts payable                                                                                $        5,401     $         4,910
Accrued compensation and related taxes                                                                   1,705               2,665
Current maturities of long-term debt                                                                     1,310               1,382
Other accrued liabilities                                                                                5,337               5,775
                                                                                                --------------     ----------------
         Total current liabilities                                                                      13,753              14,732
                                                                                                --------------     ----------------
Long-term debt                                                                                          28,835              25,972
Deferred income taxes                                                                                    3,312               5,424
                                                                                                --------------     ----------------
         Total liabilities                                                                              45,900              46,128
                                                                                                --------------     ----------------

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, 2002 and June 30, 2002                                            109                 109
Additional paid-in capital                                                                              41,507              41,507
Accumulated deficit                                                                                     (4,193)             (1,416)
Accumulated other comprehensive loss                                                                      (390)               (439)
                                                                                                --------------     ----------------
         Total shareholders' equity                                                                     37,033              39,761
                                                                                                --------------     ----------------
                     Total liabilities and shareholders' equity                                 $       82,933     $        85,889
                                                                                                ==============     ================
</TABLE>

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

                                       3


<PAGE>



              MPW INDUSTRIAL SERVICES GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        (in thousands, except share data)
<TABLE>
<CAPTION>

                                                                       Three Months Ended               Six Months Ended
                                                                          December 31,                     December 31,
                                                                   -----------------------------   -----------------------------
                                                                      2002             2001            2002            2001
                                                                   ------------    -------------   -------------    ------------
                                                                            (unaudited)                     (unaudited)
<S>                                                                <C>             <C>             <C>              <C>
Revenues                                                           $    24,345    $      22,237   $      48,651    $     45,910
Cost of services (including depreciation)                               18,739           15,974          37,906          33,359
                                                                   -----------    -------------   -------------    ------------
Gross profit                                                             5,606            6,263          10,745          12,551
Selling, general and administrative expenses                             4,370            4,351           9,298           9,063
                                                                   -----------    -------------   -------------    ------------
Income from operations                                                   1,236            1,912           1,447           3,488
Interest expense, net                                                      512              662           1,013           1,390
                                                                   -----------    -------------   -------------    ------------
Income from operations before income taxes
       and equity in loss of affiliate                                     724            1,250             434           2,098
Provision for income taxes                                                 304              550             182             923
                                                                   -----------    -------------   -------------    ------------
Income from operations before equity in loss
       of affiliate                                                        420              700             252           1,175
Equity in loss of affiliate                                               (149)            (176)           (184)           (228)
                                                                   -----------    -------------   -------------    ------------
Income before cumulative effect of change in accounting
         principle                                                         271              524              68             947
Cumulative effect of change in accounting principle                          -                -          (2,845)              -
                                                                   -----------    -------------   -------------    ------------
Net income (loss)                                                  $       271    $         524   $      (2,777)   $        947
                                                                   ===========    =============   =============    ============

Net income (loss) per share:
       Income before cumulative effect of change in accounting
         principle                                                 $      0.03    $        0.05   $        0.01    $       0.09
       Cumulative effect of change in accounting principle                   -                -           (0.26)              -
                                                                   -----------    -------------   -------------    ------------
       Net income (loss) per share                                 $      0.03    $        0.05   $       (0.25)   $       0.09
                                                                   ===========    =============   =============    ============

Net income (loss) per share, assuming dilution:
       Income before cumulative effect of change in accounting
         principle                                                 $      0.03    $        0.05   $        0.01    $       0.09
       Cumulative effect of change in accounting principle                   -                -           (0.26)              -
                                                                   -----------    -------------   -------------    ------------
       Net income (loss) per share, assuming dilution              $      0.03    $        0.05   $       (0.25)   $       0.09
                                                                   ===========    =============   =============    ============

Weighted average shares outstanding                                     10,940           10,940          10,940          10,940
Weighted average shares outstanding, assuming dilution                  10,958           10,944          10,976          10,944
</TABLE>


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

                                       4
<PAGE>


              MPW INDUSTRIAL SERVICES GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>


                                                                                                      Six Months Ended
                                                                                                         December 31,
                                                                                               --------------------------------
                                                                                                   2002              2001
                                                                                               --------------    --------------
                                                                                                          (unaudited)
<S>                                                                                            <C>                <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                             $      (2,777)    $         947
 Adjustments to reconcile net income (loss) to net cash provided by operating
        activities:
        Depreciation                                                                                   4,482             3,998
        Amortization                                                                                     340               628
        Equity in loss of affiliate                                                                      184               228
        Loss on disposal of assets                                                                        46                35
        Change in deferred income taxes                                                                  225              (506)
        Cumulative effect of change in accounting principle                                            2,845                 -
        Changes in operating assets and liabilities:
               Accounts receivable                                                                    (2,909)              359
               Inventories                                                                              (335)               54
               Prepaid expenses and other assets                                                         374             1,117
               Accounts payable                                                                          478              (486)
               Other accrued liabilities                                                              (1,186)           (1,315)
                                                                                               -------------     -------------
 Net cash  provided by operating activities                                                            1,767             5,059
                                                                                               -------------     -------------

 CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchases of property and equipment                                                                  (4,092)           (3,584)
 Investment in affiliate                                                                                (365)                -
 Proceeds from the disposal of property and equipment                                                     15                25
                                                                                               -------------     -------------
 Net cash (used in) investing activities                                                              (4,442)           (3,559)
                                                                                               -------------     -------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from revolving credit facility                                                              17,349            14,200
 Payments on revolving credit facility                                                               (14,497)          (15,574)
 Issuance of notes payable                                                                                85                 -
 Payments on notes payable                                                                              (146)             (132)
                                                                                               -------------     -------------
 Net cash provided by (used in) financing activities                                                   2,791            (1,506)
                                                                                               -------------     -------------
 Increase (decrease) in cash                                                                             116                (6)
 Cash at beginning of year                                                                               164               129
                                                                                               -------------     -------------
 Cash at end of period                                                                         $         280     $         123
                                                                                               =============     =============
</TABLE>


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

                                       5
<PAGE>


                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                   (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 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, 2002 and 2001, 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, 2002 ("Annual
Report"). The results of operations for the three and six months ended December
31, 2002 and 2001, respectively, are not necessarily indicative of the results
for the full year.

         COMPREHENSIVE INCOME (LOSS) Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income, requires that an enterprise
report the change in its equity during the period from non-owner sources as
other comprehensive income (loss). The Company has evaluated the statement and
determined that the only items in addition to net income (loss) that would be
included in comprehensive income (loss) are the foreign currency translation
adjustment, the mark-to-market adjustment on interest rate swaps and the
Company's share of the comprehensive loss of its investment in affiliate.
Comprehensive income for the three months ended December 31, 2002 and 2001 was
$0.3 million and $0.4 million, respectively. Comprehensive income (loss) for the
six months ended December 31, 2002 and 2001 was $(2.7) million and $0.6 million,
respectively.


         GOODWILL AND OTHER INTANGIBLES Effective July 1, 2002, the Company
adopted SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142,
goodwill and other intangible assets deemed to have indefinite lives are no
longer amortized but are subject to annual impairment tests. Other intangible
assets with identifiable definite lives continue to be amortized over their
useful lives. SFAS No. 142 requires a two-step process for impairment testing of
goodwill. The first step identifies indications of impairment, while the second
step, if necessary, measures the amount of the impairment, if any. The Company
is required to perform a transitional impairment test of goodwill in fiscal 2003
and an annual impairment test thereafter or upon the occurrence of certain
triggering events as defined by SFAS No. 142. The Company will perform its
annual impairment test during the fourth quarter of each year.

         The Company completed step one and two of the transitional impairment
test during the second quarter of fiscal 2003 for each of its reporting units.
The Company used discounted cash flow and market comparison methodologies to
determine the fair value of the Company's reporting units. As a result of step
one of the transitional impairment test, it was determined that the Industrial
Cleaning and Facility Maintenance reporting unit had no impairment in connection
with its reported goodwill; however, the fair values of the Industrial Container
Cleaning reporting unit and the medical and laboratory water purification
reporting unit of the Industrial Water Process Purification segment ("WTW") were
determined to be less than the book values of these reporting units.

         Based on the results of step two of the transitional impairment test,
the Company recorded a $2.3 million, net of tax of $1.6 million, transitional
impairment loss in the Industrial Container Cleaning reporting unit and a $0.5
million, net of tax of $0.3 million, transitional impairment loss in the WTW
reporting unit. These changes were recorded as a cumulative effect of a change
in accounting principle as of July 1, 2002 and primarily reflect a decline in
operating results largely due to the economic downturn that has affected many of
the customers that these reporting units serve.


                                       6

<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                   (UNAUDITED)

         The following table presents the results of operations for the three
months ended September 30, 2002 and the accumulated deficit as of September 30,
2002 after giving effect to the goodwill impairment charge (in thousands):

<TABLE>
<CAPTION>


                                                                      As Adjusted for
                                                 As Reported             Goodwill
                                                 in Form 10-Q           Impairment
                                             ---------------------  --------------------

<S>                                          <C>                    <C>
Net loss                                     $               (203)  $            (3,048)
                                             ====================   ===================

Net loss per share, basic and diluted        $              (0.02)  $             (0.28)
                                             ====================   ===================

Accumulated deficit                          $             (1,619)  $            (4,464)
                                             ====================   ===================
</TABLE>


         The effects of adopting SFAS No. 142 on net income (loss) and the per
share amounts for the three and six months ended December 31, 2002 follow (in
thousands, except per share data):

<TABLE>
<CAPTION>

                                               Three Months Ended December 31,             Six Months Ended December 31,
                                           -----------------------------------------  -----------------------------------------
                                                  2002                  2001                 2002                  2001
                                           -------------------   -------------------  --------------------  -------------------
<S>                                        <C>                   <C>                  <C>                   <C>

Net income (loss):
  As reported                                $              271    $              524   $            (2,777)  $              947
  Less: Impairment loss related to
    the adoption of SFAS No. 142                              -                     -                (2,845)                   -
  Add: Goodwill amortization                                  -                   109                     -                  219
                                             ------------------    ------------------   -------------------   ------------------
  Net income excluding the
    impairment loss related to
    the adoption of SFAS No. 142
    and goodwill amortization                $              271    $              633   $                68   $            1,166
                                             ==================    ==================   ===================   ==================

  Net income (loss) per share,
   basic and diluted:
  As reported                                $             0.03    $             0.05   $             (0.25)  $            0.09
  Less: Impairment loss related to
    the adoption of SFAS No. 142                              -                     -                 (0.26)                   -
  Add: Goodwill amortization                                  -                  0.01                     -                 0.02
                                             ------------------    ------------------   -------------------   ------------------
  Net income excluding the
    impairment loss related to
    the adoption of SFAS No. 142
    and goodwill amortization                $             0.03    $             0.06   $              0.01   $             0.11
                                             ==================    ==================   ===================   ==================
</TABLE>

                                       7

<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                   (UNAUDITED)


         The changes in the carrying amount of goodwill for the six months ended
December 31, 2002, by segment, are as follows (in thousands):

<TABLE>
<CAPTION>
                                             Industrial                                    Industrial
                                            Cleaning and            Industrial               Process
                                              Facility               Container                Water
                                             Maintenance             Cleaning             Purification               Total
                                         --------------------   --------------------   --------------------   --------------------
<S>                                      <C>                    <C>                    <C>                    <C>

Balance as of June 30, 2002              $             6,011    $             3,942    $             1,555    $            11,508
Impairment loss related to the
 adoption of SFAS No. 142,
 pre-tax                                                   -                 (3,942)                  (800)                (4,742)
                                         -------------------    -------------------    -------------------    -------------------
Balance as of December 31, 2002          $             6,011    $                 -    $               755    $             6,766
                                         ===================    ===================    ===================    ===================
</TABLE>


         USE OF ESTIMATES The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
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.

         EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS In December 2002, the
Financial Accounting Standards Board issued SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure. This Statement amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to SFAS No. 123's fair value method of accounting for stock-based
employee compensation and amends the disclosure provisions of SFAS No. 123 and
Accounting Principles Board ("APB") Opinion No. 28, Interim Financial Reporting,
to require disclosure in the summary of significant accounting policies of the
effects of an entity's accounting policy with respect to stock-based employee
compensation on reported net income and earnings per share in annual and interim
financial statements. SFAS No. 148's amendment of the transition and annual
disclosure requirements of SFAS No. 123 is effective for fiscal years ending
after December 15, 2002, while SFAS No. 148's amendment of the disclosure
requirements of APB Opinion No. 28 is effective for financial reports containing
condensed consolidated financial statements for interim periods beginning after
December 15, 2002. The Company will adopt the interim disclosure requirements
beginning in the third quarter of fiscal 2003 and will adopt the annual
disclosure requirements in its annual report on Form 10-K for the year ended
June 30, 2003.

NOTE 2.  OTHER INTANGIBLES

         Intangibles are summarized as follows (in thousands):
<TABLE>
<CAPTION>
                                                    As of December 31, 2002                        As of June 30, 2002
                                           -------------------------------------------   -------------------------------------------
                                             Gross Carrying           Accumulated          Gross Carrying           Accumulated
                                                 Amount              Amortization              Amount              Amortization
                                           --------------------   --------------------   --------------------   --------------------

<S>                                        <C>                    <C>                    <C>                    <C>
      Amortized intangible assets:
        Customer relationships and lists   $             8,295    $            (1,935)   $             8,295    $            (1,699)
        Patents                                          1,393                   (615)                 1,393                   (545)
        Non-compete agreements                             410                   (319)                   410                   (285)
                                           -------------------    -------------------    -------------------    -------------------
                                           $            10,098    $            (2,869)   $            10,098    $            (2,529)
                                           ===================    ===================    ===================    ===================
</TABLE>


                                       8


<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                   (UNAUDITED)



         Amortization expense was $0.2 million for the three months ended
December 31, 2002 and $0.3 million for the six months ended December 31, 2002.
Estimated amortization expense for the current and next five fiscal years is as
follows (in thousands):


<TABLE>
<CAPTION>
                                                     Estimated
                                                   Amortization
                                                      Expense
                                                --------------------

<S>                                             <C>
For the year ended June 30, 2003                 $              680
For the year ended June 30, 2004                                605
For the year ended June 30, 2005                                542
For the year ended June 30, 2006                                534
For the year ended June 30, 2007                                534
For the year ended June 30, 2008                                534
</TABLE>


NOTE 3.  INVESTMENT IN AFFILIATE

         During the first quarter of fiscal 2003, the Company invested
approximately $0.4 million in Pentagon Technologies Group, Inc. ("Pentagon") and
has a remaining investment commitment of approximately $0.1 million.

         Summarized operating data for Pentagon is presented in the following
table (in thousands):

<TABLE>
<CAPTION>
                                              Three Months Ended December 31,                Six Months Ended December 31,
                                         -------------------------------------------   -------------------------------------------
                                                2002                   2001                   2002                   2001
                                         --------------------   --------------------   --------------------   --------------------

<S>                                      <C>                    <C>                    <C>                    <C>
Revenues                                 $             8,053    $            10,179    $            17,785    $            20,118
                                         ===================    ===================    ===================    ===================
Loss from operations                     $              (916)   $              (102)   $              (842)   $              (371)
                                         ===================    ===================    ===================    ===================
Net loss                                 $              (868)   $              (675)   $            (1,028)   $              (937)
                                         ===================    ===================    ===================    ===================
</TABLE>

         Summarized balance sheet data for Pentagon is presented in the
following table (in thousands):

<TABLE>
<CAPTION>
                                                                                      December 31,             June 30,
                                                                                          2002                   2002
                                                                                   -------------------    -------------------

<S>                                                                                <C>                    <C>
Current assets                                                                     $            9,844     $           11,636
Noncurrent assets                                                                              46,897                 46,869
Current liabilities                                                                            (6,770)                (9,078)
Noncurrent liabilities                                                                        (20,054)               (18,374)
                                                                                   ------------------     ------------------
Equity                                                                             $           29,917     $           31,053
                                                                                   ==================     ==================
</TABLE>

         A significant amount of Pentagon's total assets represent goodwill.
Under the equity method of accounting, the Company's recorded investment in
Pentagon would be affected if Pentagon were to record an impairment charge under
the provisions of SFAS No. 142.


                                       9
<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                   (UNAUDITED)





NOTE 4.  EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                                         Three Months Ended             Six Months Ended
                                                                            December 31,                    December 31,
                                                                   -----------------------------  -----------------------------
                                                                       2002            2001           2002            2001
                                                                   --------------  -------------  --------------  -------------
<S>                                                                <C>             <C>            <C>             <C>
Numerator for basic and diluted net income (loss)
        per share:
        Income before cumulative effect of change in
         accounting principle                                      $         271   $        524   $          68   $        947
        Cumulative effect of change in accounting principle                    -              -          (2,845)             -
                                                                   -------------   ------------   -------------   ------------
        Net income (loss) per share                                $         271   $        524   $      (2,777)  $        947
                                                                   =============   ============   =============   ============

Denominator for basic net income (loss) per share:
        Weighted average common shares                                    10,940         10,940          10,940         10,940
        Effect of dilutive securities:
          Dilutive employee stock options                                     18              4              36              4
                                                                   -------------   ------------   -------------   ------------
Denominator for diluted net income (loss) per share-
        adjusted weighted average common shares and
        assumed conversions                                               10,958         10,944          10,976         10,944
                                                                   =============   ============   =============   ============

Net income (loss) per share:
        Income before cumulative effect of change in
         accounting principle                                      $        0.03   $       0.05   $        0.01   $       0.09
        Cumulative effect of change in accounting principle                    -              -           (0.26)             -
                                                                   -------------   ------------   -------------   ------------
        Net income (loss) per share                                $        0.03   $       0.05   $       (0.25)  $       0.09
                                                                   =============   ============   =============   ============

Net income (loss) per share, assuming dilution:
        Income before cumulative effect of change in
         accounting principle                                      $        0.03   $       0.05   $        0.01   $       0.09
        Cumulative effect of change in accounting principle                    -              -           (0.26)             -
                                                                   -------------   ------------   -------------   ------------
        Net income (loss) per share, assuming dilution             $        0.03   $       0.05   $       (0.25)  $       0.09
                                                                   =============   ============   =============   ============
</TABLE>


         Options to purchase 1,279,550 and 1,845,319 shares of common stock at a
weighted average price of $5.72 and $4.86 per share were outstanding during the
three months ended December 31, 2002 and December 31, 2001, respectively, but
were not included in the computation of diluted earnings per share because the
exercise price of the options was greater than the average market price of the
shares, therefore, the effect would be antidilutive. Options to purchase
1,278,800 and 1,845,113 shares of common stock at a weighted average price of
$5.75 and $4.86 per share were outstanding during the six months ended December
31, 2002 and 2001, 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.

NOTE 5. RELATED PARTY TRANSACTIONS


         The Company rents certain land, property, buildings and equipment from
entities controlled by its principal shareholder and Chief Executive Officer
under long-term lease agreements and other arrangements. Total payments related
to these leases and other arrangements were $0.6 million and $0.5 million for
the three months ended December 31, 2002 and 2001, respectively, and $1.0
million for both the six months ended December 31, 2002 and 2001.

                                       10
<PAGE>
                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002
                                   (UNAUDITED)

         The Company provides, from time to time, certain fabrication-type
services to Pro-Kleen Industrial Services, Inc. ("Pro-Kleen"), a portable
sanitation services company wholly-owned by the Company's principal shareholder.
The Company bills Pro-Kleen for services it renders. The amount of such billings
were not significant for the three months ended December 31, 2002 and 2001 and
the six months ended December 31, 2001 and were approximately $0.2 million for
the six months ended December 31, 2002. These billings represent reimbursement
for the use of parts and supplies and the use of certain of the Company's
employees on certain projects as requested by Pro-Kleen. These reimbursements by
Pro-Kleen are generally treated as an offset to supplies and maintenance or
labor expense.

         All related party transactions are reviewed by the Company's Audit
Committee of the Board of Directors, which is comprised of outside and
independent directors. Based on the Committee's review, the Company believes
these transactions are being conducted upon terms that are consistent with those
that would have been obtained from an independent third party.


NOTE 6. SEGMENT REPORTING

         Summarized financial information for the Company's reportable segments
is set forth below (in thousands). Corporate expenses are fully allocated to the
segments. Corporate support services that are attributable to the operating
segments are allocated based on each segment's percentage of total revenues.
General corporate expenses are allocated to each segment equally.


<TABLE>
<CAPTION>

                                                    Three Months Ended December 31,           Six Months Ended December 31,
                                                 --------------------------------------   --------------------------------------
                                                       2002                2001                 2002                2001
                                                 ------------------  ------------------   ------------------  ------------------
<S>                                              <C>                 <C>                  <C>                 <C>
REVENUE
  Industrial Cleaning and Facility Maintenance   $          19,379   $          17,391    $          38,326   $          35,884
  Industrial Container Cleaning                              2,749               2,530                5,510               5,104
  Industrial Water Process Purification                      2,217               2,316                4,815               4,922
                                                 -----------------   -----------------    -----------------   -----------------
    Total                                        $          24,345   $          22,237    $          48,651   $          45,910
                                                 =================   =================    =================   =================

INCOME FROM OPERATIONS
  Industrial Cleaning and Facility Maintenance   $           1,027   $           1,350    $             886   $           2,264
  Industrial Container Cleaning                                 50                  69                   27                  94
  Industrial Water Process Purification                        159                 493                  534               1,130
                                                 -----------------   -----------------    -----------------   -----------------
    Total                                        $           1,236   $           1,912    $           1,447   $           3,488
                                                 =================   =================    =================   =================

                                                                                            December 31,          June 30,
                                                                                                2002                2002
                                                                                          ------------------  ------------------
TOTAL ASSETS
  Industrial Cleaning and Facility Maintenance                                            $          41,826   $          40,542
  Industrial Container Cleaning                                                                      15,659              19,785
  Industrial Water Process Purification                                                              11,632              10,677
  Other (1)                                                                                          13,816              14,885
                                                                                          -----------------   -----------------
    Total                                                                                 $          82,933   $          85,889
                                                                                          =================   =================
</TABLE>

(1) Other consists of corporate assets.


                                       11


<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, 2002 as contained in the Company's Annual Report.


RESULTS OF OPERATIONS

         The following table sets forth revenue and income from operations by
segment for the three months ended December 31, 2002 and 2001. Corporate
expenses are fully allocated to the segments. Corporate support services that
are attributable to the operating segments are allocated based on each segment's
percentage of total revenues. General corporate expenses are allocated to each
segment equally.

<TABLE>
<CAPTION>
                                                               Three Months Ended December 31,
                                                       -----------------------------------------------
                                                                2002                      2001
                                                       ---------------------      --------------------
                                                       Actual   % of Revenue      Actual  % of Revenue
                                                       ------   ------------      ------  ------------
                                                                   (unaudited; in thousands)
<S>                                                  <C>          <C>           <C>         <C>
Revenue
  Industrial Cleaning and Facility Maintenance       $   19,379       79.6%     $   17,391      78.2%
  Industrial Container Cleaning                           2,749       11.3           2,530      11.4
  Industrial Water Process Purification                   2,217        9.1           2,316      10.4
                                                     ----------   --------     -----------  --------
    Total revenue                                        24,345      100.0          22,237     100.0

Cost of services (including depreciation)                18,739       77.0          15,974      71.8
                                                     ----------   --------     -----------  --------

    Gross profit                                          5,606       23.0           6,263      28.2

Selling, general and administrative expenses              4,370       17.9           4,351      19.6
                                                     ----------   --------     -----------  --------

Income from operations
  Industrial Cleaning and Facility Maintenance            1,027        5.3           1,350       7.8
  Industrial Container Cleaning                              50        1.8              69       2.7
  Industrial Water Process Purification                     159        7.2             493      21.3
                                                     ----------   --------     -----------  --------
    Total income from operations                     $    1,236        5.1%     $    1,912       8.6%
                                                     ==========   ========     ===========  ========
</TABLE>

<TABLE>
<CAPTION>
                                                                 Six Months Ended December 31,
                                                       -----------------------------------------------
                                                               2002                       2001
                                                       --------------------       --------------------
                                                       Actual  % of Revenue       Actual  % of Revenue
                                                       ------  ------------       ------  ------------
                                                                 (unaudited; in thousands)
<S>                                                  <C>          <C>           <C>          <C>
Revenue
  Industrial Cleaning and Facility Maintenance       $    38,326      78.8%     $    35,884      78.2%
  Industrial Container Cleaning                            5,510      11.3            5,104      11.1
  Industrial Water Process Purification                    4,815       9.9            4,922      10.7
                                                     -----------  --------      -----------  --------
    Total revenue                                         48,651     100.0           45,910     100.0

Cost of services (including depreciation)                 37,906      77.9           33,359      72.7
                                                     -----------  --------      -----------  --------

    Gross profit                                          10,745      22.1           12,551      27.3

Selling, general and administrative expenses               9,298      19.1            9,063      19.7
                                                     -----------  --------      -----------  --------

Income from operations
  Industrial Cleaning and Facility Maintenance               886       2.3            2,264       6.3
  Industrial Container Cleaning                               27       0.5               94       1.8
  Industrial Water Process Purification                      534      11.1            1,130      23.0
                                                     -----------  --------      -----------  --------
    Total income from operations                     $     1,447       3.0%     $     3,488       7.6%
                                                     ===========  ========      ===========  ========
</TABLE>

THREE MONTHS ENDED DECEMBER 31, 2002 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 2001

         Revenues. Revenues increased 9.5% to $24.3 million in the first quarter
of fiscal 2003 from $22.2 million in the prior year period. The increase was
primarily the result of a large project performed by the Company's union
subsidiary, the start-up of new branches, as well as increased work with paper
and steel customers, primarily in the Industrial Cleaning and Facility
Maintenance segment.
                                       12

<PAGE>

         Cost of Services. Total cost of services was $18.7 million for the
three months ended December 31, 2002 compared to $16.0 million for the three
months ended December 31, 2001. Cost of services as a percentage of revenue
increased to 77.0% in the second quarter of fiscal 2003 from 71.8% in the prior
year period. This increase was primarily driven by additional investments in the
business related to the start up of new branches, heavier reliance on
sub-contract services, increased repair, maintenance and fuel costs and
additional depreciation expense in the current year period as a result of a
change in estimate related to salvage value. Effective in the third quarter of
fiscal 2002, the Company began depreciating salvage value for all property and
equipment, except for land and buildings, over the remaining useful life of each
respective asset.

         Selling, General and Administrative Expenses. Total selling, general
and administrative expenses remained flat at $4.4 million for the three months
ended December 31, 2002 and 2001, respectively. While selling, general and
administrative expenses increased due to additional sales and business
development personnel, these increased costs were offset by a decrease in
amortization expense as a result of the Company's adoption of Statement of
Financial Accounting Standard ("SFAS") No. 142, Goodwill and Other Intangible
Assets.


         Income from Operations. Income from operations was $1.2 million for the
three months ended December 31, 2002 compared to $1.9 million for the three
months ended December 31, 2001. As a percentage of revenue, income from
operations decreased to 5.1% in the first quarter of fiscal 2003 from 8.6% in
the prior year period primarily related to the factors discussed above.

         Interest Expense. Interest expense decreased to $0.5 million in the
first quarter of fiscal 2003 from $0.7 million in the prior year period. The
decrease was primarily due to lower average outstanding borrowings and lower
interest rates.


         Provision for Income Taxes. The provision for income taxes for the
three months ended December 31, 2002 and 2001 reflects an effective rate of 42%
and 44%, respectively.


SIX MONTHS ENDED DECEMBER 31, 2002 COMPARED TO SIX MONTHS ENDED
DECEMBER 31, 2001

         Revenues. Revenues increased 6.0% to $48.7 million in the first six
months of fiscal 2003 from $45.9 million in the prior year period. The increase
was primarily related to the factors discussed above.

         Cost of Services. Total cost of services was $37.9 million for the six
months ended December 31, 2002 compared to $33.4 million for the six months
ended December 31, 2001. Cost of services as a percentage of revenue increased
to 77.9% in the first six months of fiscal 2003 from 72.7% in the prior year
period. The increase was primarily related to the factors discussed above.

         Selling, General and Administrative Expenses. Total selling, general
and administrative expenses were $9.3 million and $9.1 million for the six
months ended December 31, 2002 and 2001, respectively. The increase was
primarily due to additional sales and business development personnel, which was
partially offset by a decrease in amortization expense as a result of the
Company's adoption of SFAS No. 142.

         Income from Operations. Income from operations was $1.4 million for the
six months ended December 31, 2002 compared to $3.5 million for the six months
ended December 31, 2001. As a percentage of revenue, income from operations
decreased to 3.0% in the first six months of fiscal 2003 from 7.6% in the prior
year period primarily related to the factors discussed above.


         Interest Expense. Interest expense decreased to $1.0 million in the
first six months of fiscal 2003 from $1.4 million in the prior year period. The
decrease was primarily related to the factors discussed above.


         Provision for Income Taxes. The provision for income taxes for the six
months ended December 31, 2002 and 2001 reflects an effective rate of 42% and
44%, respectively.

                                       13
<PAGE>


RELATED PARTY TRANSACTIONS


         The Company rents certain land, property, buildings and equipment from
entities controlled by its principal shareholder and Chief Executive Officer
under long-term lease agreements and other arrangements. Total payments related
to these leases and other arrangements were $0.6 million and $0.5 million for
the three months ended December 31, 2002 and 2001, respectively, and $1.0
million for both the six months ended December 31, 2002 and 2001.

         The Company provides, from time to time, certain fabrication-type
services to Pro-Kleen Industrial Services, Inc. ("Pro-Kleen"), a portable
sanitation services company wholly-owned by the Company's principal shareholder.
The Company bills Pro-Kleen for services it renders. The amount of such billings
were not significant for the three months ended December 31, 2002 and 2001 and
the six months ended December 31, 2001 and were approximately $0.2 million for
the six months ended December 31, 2002. These billings represent reimbursement
for the use of parts and supplies and the use of certain of the Company's
employees on certain projects as requested by Pro-Kleen. These reimbursements by
Pro-Kleen are generally treated as an offset to supplies and maintenance or
labor expense.

         All related party transactions are reviewed by the Company's Audit
Committee of the Board of Directors, which is comprised of outside and
independent directors. Based on the Committee's review, the Company believes
these transactions are being conducted upon terms that are consistent with those
that would have been obtained from an independent third party.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 2002, the Company had cash of $0.3 million and
working capital of $10.9 million. Cash provided by operating activities was $1.8
million for the six months ended December 31, 2002, while cash used for
investing activities was $4.4 million. The cash used for investing activities
included an additional investment of approximately $0.4 million in Pentagon
Technologies Group, Inc. The Company has a remaining investment commitment to
Pentagon of approximately $0.1 million.

         In June 2002, the Company entered into a new credit agreement with its
principal banks (the "Credit Facility"). The Credit Facility provides the
Company with $35.0 million of revolving credit availability for a three-year
period and a $6.0 million three-year term loan to be repaid in quarterly
installments of $0.3 million. The Credit Facility is subject to two one-year
extensions by the banks at the request of the Company.

         The Credit Facility is secured by substantially all of the Company's
assets. Under the terms of the Credit Facility, the entire $41.0 million is
available for general corporate purposes, including working capital, capital
expenditures and acquisitions. Borrowings under the Credit Facility currently
bear interest at the Eurodollar market rate plus 2.25%. The Company also pays a
commitment fee of .45% for unused portions of the Credit Facility. The interest
rate is subject to change based on interest rate formulas tied to the ratio of
consolidated funded debt to earnings before interest, taxes, depreciation and
amortization. Availability of borrowing is subject to the maintenance of a
minimum level of tangible net worth, certain levels of debt service coverage and
maintenance of a specific ratio of funded debt to earnings before interest,
taxes, depreciation and amortization. As of December 31, 2002, outstanding
borrowings under the Credit Facility were $29.9 million.

CRITICAL ACCOUNTING POLICIES

         In December 2001, the SEC issued Financial Reporting Release No. 60,
Cautionary Advice Regarding Disclosure About Critical Accounting Policies ("FR
60"), suggesting companies provide additional disclosure and commentary on those
accounting policies considered most critical. FR 60 considers an accounting
policy to be critical if it is important to the Company's financial condition
and results, and requires significant judgment and estimates on the part of
management in its application. The Company's critical accounting policies are
described in Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" within the Annual Report on Form 10-K for
the year ended June 30, 2002. In addition, a summary of all of the Company's
significant accounting policies, including critical accounting policies, is
included in Note 1 of the Notes to Consolidated Financial Statements in the
Annual Report on Form 10-K for the year ended June 30, 2002. No changes were
made to the Company's critical accounting policies during the quarter ended
December 31, 2002 except as indicated in the following section.

                                       14

<PAGE>


EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

         Effective July 1, 2002, the Company adopted SFAS No. 142, Goodwill and
Other Intangible Assets. Under SFAS No. 142, goodwill and other intangible
assets deemed to have indefinite lives are no longer amortized but are subject
to annual impairment tests. Other intangible assets with identifiable definite
lives continue to be amortized over their useful lives. SFAS No. 142 requires a
two-step process for impairment testing of goodwill. The first step identifies
indications of impairment, while the second step, if necessary, measures the
amount of the impairment, if any. The Company is required to perform a
transitional impairment test of goodwill in fiscal 2003 and an annual impairment
test thereafter or upon the occurrence of certain triggering events as defined
by SFAS No. 142. The Company will perform its annual impairment test during the
fourth quarter of each year.

         The Company completed step one and two of the transitional impairment
test during the second quarter of fiscal 2003 for each of its reporting units.
The Company used discounted cash flow and market comparison methodologies to
determine the fair value of the Company's reporting units. As a result of step
one of the transitional impairment test, it was determined that the Industrial
Cleaning and Facility Maintenance reporting unit had no impairment in connection
with its reported goodwill; however, the fair values of the Industrial Container
Cleaning reporting unit and the medical and laboratory water purification
reporting unit of the Industrial Water Process Purification segment ("WTW") were
determined to be less than the book values of these reporting units.

         Based on the results of step two of the transitional impairment test,
the Company recorded a $2.3 million, net of tax of $1.6 million, transitional
impairment loss in the Industrial Container Cleaning reporting unit and a $0.5
million, net of tax of $0.3 million, transitional impairment loss in the WTW
reporting unit.  These changes were recorded as a cumulative effect of a change
in accounting principle as of July 1, 2002 and primarily reflect a decline in
operating results largely due to the economic downturn that has affected many of
the customers that these reporting units serve.

         In December 2002, the Financial Accounting Standards Board issued SFAS
No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure.
This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to
provide alternative methods of transition to SFAS No. 123's fair value method of
accounting for stock-based employee compensation and amends the disclosure
provisions of SFAS No. 123 and Accounting Principles Board ("APB") Opinion No.
28, Interim Financial Reporting, to require disclosure in the summary of
significant accounting policies of the effects of an entity's accounting policy
with respect to stock-based employee compensation on reported net income and
earnings per share in annual and interim financial statements. SFAS No. 148's
amendment of the transition and annual disclosure requirements of SFAS No. 123
is effective for fiscal years ending after December 15, 2002, while SFAS No.
148's amendment of the disclosure requirements of APB Opinion No. 28 is
effective for financial reports containing condensed consolidated financial
statements for interim periods beginning after December 15, 2002. The Company
will adopt the interim disclosure requirements beginning in the third quarter of
fiscal 2003 and will adopt the annual disclosure requirements in its annual
report on Form 10-K for the year ended June 30, 2003.

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 $29.9 million at
December 31, 2002. The Company has hedged its exposure to changes in interest
rates by fixing its rate of interest on $20.0 million of its variable rate
revolving credit facility through an interest rate swap agreement. Assuming
borrowings at December 31, 2002, a one hundred basis point change in interest
rates would impact interest expense by approximately $0.1 million per year.

                                       15
<PAGE>

ITEM 4.  CONTROLS AND PROCEDURES

         (a)      Evaluation of disclosure controls and procedures.

                  The Company's chief executive officer and chief financial
                  officer, after evaluating the effectiveness of the Company's
                  "disclosure controls and procedures" (as defined in the
                  Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
                  as of a date (the "Evaluation Date") within 90 days before the
                  filing date of this quarterly report, have concluded that as
                  of the Evaluation Date, the Company's disclosure controls and
                  procedures were effective and designed to ensure that material
                  information relating to the Company and the Company's
                  consolidated subsidiaries would be made known to them by
                  others within those entities.

         (b)      Changes in internal controls.

                  There were no significant changes in the Company's internal
                  controls or in other factors that could significantly affect
                  those controls subsequent to the Evaluation Date.



                                       16

<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, 2002.

         (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 Luke Feck.

         (c)      Of the 10,045,734 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 of      Authority to Vote
              Name                        Director                  Withheld
              <S>                         <C>                       <C>
              Monte R. Black              9,975,707                  70,027
              Alfred Friedman             9,986,307                  59,427
              Pete A. Klisares            9,923,107                 122,627
              Timothy A. Walsh            9,923,107                 122,627
              Luke Feck                   9,986,307                  59,427
</TABLE>

         (d)      Not Applicable.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (e)      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)

                  99.1     Certification of Principal Executive Officer, Monte
                           R. Black, Pursuant to 18 U.S.C Section 1350, as
                           adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

                  99.2     Certification of Principal Financial Officer,
                           Richard R. Kahle,  Pursuant to 18 U.S.C Section
                           1350, as adopted Pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002.

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

                                       17
<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, 2003          By:       /s/ Richard R. Kahle
      ------------------------------         --------------------------------
                                                     Richard R. Kahle
                                              Vice President, Chief Financial
                                              Officer, Secretary and Treasurer

                                       18
<PAGE>


                                 CERTIFICATIONS

I, Monte R. Black, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of MPW Industrial
        Services Group, Inc.;

     2. Based on my knowledge, this quarterly 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 quarterly report;

     3. Based on my knowledge, the financial statements, and other financial
        information included in this quarterly 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 quarterly report;

     4. The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

        a)   designed such disclosure controls and procedures to ensure
             that material information relating to the registrant,
             including its consolidated subsidiaries, is made known to us
             by others within those entities, particularly during the
             period in which this quarterly report is being prepared;

        b)   evaluated the effectiveness of the registrant's disclosure
             controls and procedures as of a date within 90 days prior to
             the filing date of this quarterly report (the "Evaluation
             Date"); and

        c)   pres ented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the registrant's auditors and audit
        committee of the registrant's board of directors (or persons performing
        the equivalent function):

        a)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the
             registrant's ability to record, process summarize and report
             financial data and have identified for the registrant's
             auditors any material weaknesses in internal controls; and

        b)   any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
        quarterly report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant deficiencie
        s and material weaknesses.

Dated:        February 14, 2003
      --------------------------------------


                                                    /s/ Monte R. Black
                                             ---------------------------------
                                                       Monte R. Black
                                             Chairman of the Board of Directors
                                                and Chief Executive Officer


                                       19


<PAGE>


I, Richard R. Kahle, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of MPW Industrial
        Services Group, Inc.;

     2. Based on my knowledge, this quarterly 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 quarterly report;

     3. Based on my knowledge, the financial statements, and other financial
        information included in this quarterly 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 quarterly report;

     4. The registrant's other certifying officers and I are responsible for
        establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

        a)  designed such disclosure controls and procedures to ensure
            that material information relating to the registrant,
            including its consolidated subsidiaries, is made known to us
            by others within those entities, particularly during the
            period in which this quarterly report is being prepared;

        b)  evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to
            the filing date of this quarterly report (the "Evaluation
            Date"); and

        c)  presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
        on our most recent evaluation, to the registrant's auditors and audit
        committee of the registrant's board of directors (or persons performing
        the equivalent function):

        a)  all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process summarize and report financial data and
            have identified for the registrant's auditors any material
            weaknesses in internal controls; and

        b)  any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
        quarterly report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of our most recent evaluation,
        including any corrective actions with regard to significant
        deficiencies and material weaknesses.

Dated:        February 14, 2003
      --------------------------------------


                                               /s/ Richard R. Kahle
                                      -----------------------------------------
                                                 Richard R. Kahle
                                       Vice President, Chief Financial Officer,
                                              Secretary and Treasurer

                                       20

<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
    Exhibit
    Number       Description of Exhibit
    -------      ----------------------
<S>               <C>

     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).

     99.1         Certification  of Principal  Executive  Officer,  Monte R.
                  Black,  Pursuant to 18 U.S.C  Section 1350, as adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     99.2         Certification of Principal  Financial Officer,  Richard R.
                  Kahle,  Pursuant to 18 U.S.C Section 1350, as adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

                                       21