<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 SEPTEMBER 30, 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

                      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 October 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>
PART I.    FINANCIAL INFORMATION                                                                             PAGE

<S>                                                                                                          <C>
Item 1.    Financial Statements

           Consolidated Balance Sheets as of September 30, 2002 (unaudited) and June 30, 2002                   3

           Consolidated Statements of Operations for the three months ended September 30, 2002 and
           2001 (unaudited)                                                                                     4

           Consolidated Statements of Cash Flows for the three months ended September 30, 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                9

Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                          11

Item 4.    Controls and Procedures                                                                             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                                                                                                     13

CERTIFICATIONS                                                                                                 14

EXHIBIT INDEX                                                                                                  16
</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>
                                                                                              SEPTEMBER 30,   JUNE 30,
                                                                                              -------------   --------
                                                                                                  2002          2002
                                                                                                --------      --------
                                                                                               (UNAUDITED)
<S>                                                                                           <C>             <C>
ASSETS
Cash                                                                                            $    292      $    164
Accounts receivable, net                                                                          16,932        16,390
Inventories                                                                                        2,464         2,290
Deferred income taxes                                                                              1,832         1,912
Prepaid expenses                                                                                     662           776
Other current assets                                                                                 325           672
                                                                                                --------      --------
         Total current assets                                                                     22,507        22,204
                                                                                                --------      --------
Property and equipment, net                                                                       37,407        37,672
Goodwill                                                                                          11,508        11,508
Other intangibles, net                                                                             7,399         7,569
Investment in affiliate                                                                            7,122         6,792
Other assets                                                                                         106           144
                                                                                                --------      --------
         Total assets                                                                           $ 86,049      $ 85,889
                                                                                                ========      ========

LIABILITIES
Accounts payable                                                                                $  4,300      $  4,910
Accrued compensation and related taxes                                                             1,937         2,665
Current maturities of long-term debt                                                               1,358         1,382
Other accrued liabilities                                                                          5,513         5,775
                                                                                                --------      --------
         Total current liabilities                                                                13,108        14,732
                                                                                                --------      --------
Long-term debt                                                                                    27,974        25,972
Deferred income taxes                                                                              5,388         5,424
                                                                                                --------      --------
         Total liabilities                                                                        46,470        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 September 30, 2002 and June 30, 2002                                     109           109
Additional paid-in capital                                                                        41,507        41,507
Accumulated deficit                                                                               (1,619)       (1,416)
Accumulated other comprehensive loss                                                                (418)         (439)
                                                                                                --------      --------
         Total shareholders' equity                                                               39,579        39,761
                                                                                                --------      --------
                     Total liabilities and shareholders' equity                                 $ 86,049      $ 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
                                                                                          SEPTEMBER 30,
                                                                                     -----------------------
                                                                                        2002          2001
                                                                                      --------      --------
                                                                                           (UNAUDITED)
<S>                                                                                   <C>           <C>
Revenues                                                                              $ 24,306      $ 23,673
Cost of services (including depreciation)                                               19,167        17,385
                                                                                      --------      --------
Gross profit                                                                             5,139         6,288
Selling, general and administrative expenses                                             4,928         4,712
                                                                                      --------      --------
Income from operations                                                                     211         1,576
Interest expense, net                                                                      501           728
                                                                                      --------      --------
Income (loss) from operations before income taxes
       and equity in loss of affiliate                                                    (290)          848
Provision (benefit) for income taxes                                                      (122)          373
                                                                                      --------      --------
Income (loss) from operations before equity
       in loss of affiliate                                                               (168)          475
Equity in loss of affiliate, net of tax                                                    (35)          (52)
                                                                                      --------      --------
Net income (loss)                                                                     $   (203)     $    423
                                                                                      ========      ========
Net income (loss) per share                                                           $  (0.02)     $   0.04
                                                                                      ========      ========
Net income (loss) per share, assuming dilution                                        $  (0.02)     $   0.04
                                                                                      ========      ========

Weighted average shares outstanding                                                     10,940        10,940
Weighted average shares outstanding, assuming dilution                                  10,940        10,940
</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>
                                                                                                 THREE MONTHS ENDED
                                                                                                    SEPTEMBER 30,
                                                                                               ----------------------
                                                                                                 2002          2001
                                                                                               --------      --------
                                                                                                     (UNAUDITED)
<S>                                                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                              $   (203)     $    423
Adjustments to reconcile net income (loss) to net cash provided by operating
       activities:
       Depreciation                                                                               2,239         1,817
       Amortization                                                                                 170           313
       Equity in loss of affiliate                                                                   35            52
       Loss on disposal of assets                                                                     1            37
       Change in deferred income taxes                                                               24           119
       Changes in operating assets and liabilities:
              Accounts receivable                                                                  (542)       (1,981)
              Inventories                                                                          (174)           (8)
              Prepaid expenses and other assets                                                     499           228
              Accounts payable                                                                     (619)          722
              Other accrued liabilities                                                            (940)       (1,501)
                                                                                               --------      --------
Net cash  provided by operating activities                                                          490           221
                                                                                               --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                                                              (1,982)       (1,834)
Investment in affiliate                                                                            (365)         --
Proceeds from the disposal of property and equipment                                                  7          --
                                                                                               --------      --------
Net cash (used in) investing activities                                                          (2,340)       (1,834)
                                                                                               --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility                                                          10,649         9,550
Payments on revolving credit facility                                                            (8,685)       (7,843)
Issuance of notes payable                                                                            85          --
Payments on notes payable                                                                           (71)          (61)
                                                                                               --------      --------
Net cash provided  by financing activities                                                        1,978         1,646
                                                                                               --------      --------
Increase in cash                                                                                    128            33
Cash at beginning of year                                                                           164           129
                                                                                               --------      --------
Cash at end of year                                                                            $    292      $    162
                                                                                               ========      ========
</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
                               SEPTEMBER 30, 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 months ended September 30, 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 months ended September 30,
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 and the mark-to-market adjustment on interest rate swaps.
Comprehensive income (loss) for the three months ended September 30, 2002 and
2001 was $(0.2) million and $0.2 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 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. The Company is required to complete the initial step of the transitional
impairment test within six months of adopting SFAS No. 142 and is required to
complete the final step of the transitional impairment test by the end of the
current fiscal year. Going forward, these assets will be tested for impairment
on an annual basis or upon the occurrence of certain triggering events as
defined by SFAS No. 142. Any impairment loss resulting from the transitional
impairment test will be recorded retroactively as a cumulative effect of a
change in accounting principle during the quarter ended September 30, 2002. The
Company has not yet determined the impact, if any, of performing the
transitional impairment tests on goodwill and indefinite-lived intangible
assets. Goodwill by segment at September 30, 2002 and June 30, 2002 is as
follows: Industrial Cleaning and Facility Maintenance - $6.0 million; Industrial
Container Cleaning - $3.9 million; and Industrial Process Water Purification -
$1.6 million.


         The following table provides a reconciliation of previously reported
net income and the per share amounts to net income adjusted for the exclusion of
goodwill amortization net of the related income tax effect.

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED SEPTEMBER 30,
                                                -------------------------------
                                                      2002          2001
                                                    --------      --------
<S>                                             <C>               <C>
Net income (loss):
  As reported                                       $   (203)     $    423
  Goodwill amortization                                 --             110
                                                    --------      --------
  As adjusted                                       $   (203)     $    533
                                                    ========      ========

Net income (loss) per share, basic and diluted:
  As reported                                       $  (0.02)     $   0.04
  Goodwill amortization                                 --            0.01
                                                    --------      --------
  As adjusted                                       $  (0.02)     $   0.05
                                                    ========      ========
</TABLE>


                                       6
<PAGE>

                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

         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.

NOTE 2.  OTHER INTANGIBLES, NET

         Intangibles are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                  AS OF SEPTEMBER 30, 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 lists                               $  8,295             $ (1,817)               $  8,295               $ (1,699)
  Patents                                         1,393                 (580)                  1,393                   (545)
  Non-compete agreements                            410                 (302)                    410                   (285)
                                               --------             --------                --------               --------
                                               $ 10,098             $ (2,699)               $ 10,098               $ (2,529)
                                               ========             ========                ========               ========
</TABLE>

         Amortization expense was $0.2 million for the three months ended
September 30, 2002. Estimated amortization expense for the current and next five
fiscal years is as follows:

<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 2002, the Company invested
approximately $365,000 in Pentagon Technologies Group, Inc. ("Pentagon") and has
a remaining investment commitment of approximately $73,000.

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

<TABLE>
<CAPTION>
                             THREE MONTHS ENDED SEPTEMBER 30,
                             --------------------------------
                                    2002         2001
                                  -------      -------
<S>                               <C>          <C>
Revenues                          $ 9,732      $ 9,939
                                  =======      =======
Income (loss) from operations     $    74      $  (269)
                                  =======      =======
Net loss                          $  (160)     $  (262)
                                  =======      =======
</TABLE>

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

<TABLE>
<CAPTION>
                         SEPTEMBER 30,   JUNE 30,
                             2002          2002
                           --------      --------
<S>                      <C>             <C>
Current assets             $ 10,239      $ 11,636
Noncurrent assets            47,238        46,869
Current liabilities          (7,420)       (9,078)
Noncurrent liabilities      (19,283)      (18,374)
                           --------      --------
  Equity                   $ 30,774      $ 31,053
                           ========      ========
</TABLE>


                                       7
<PAGE>

                       MPW INDUSTRIAL SERVICES GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 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
                                                                             SEPTEMBER 30,
                                                                          --------------------
                                                                            2002        2001
                                                                          -------      ------
<S>                                                                       <C>         <C>
Numerator for basic and diluted net income (loss) per share               $  (203)        423
                                                                          =======      ======

Denominator for basic net income (loss) per share-weighted average
        common shares                                                      10,940      10,940
        Effect of dilutive securities:
        Dilutive employee stock options                                      --          --
                                                                          -------      ------
        Dilutive potential common shares                                     --          --
Denominator for diluted net income (loss) per share-adjusted weighted
        average common shares and assumed conversions                      10,940      10,940
                                                                          =======      ======
Net income (loss) per share                                               $ (0.02)     $ 0.04
                                                                          =======      ======
Net income (loss) per share, assuming dilution                            $ (0.02)     $ 0.04
                                                                          =======      ======
</TABLE>

         Options to purchase 1,751,050 shares of common stock at a weighted
average price of $4.71 per share were outstanding during the three months ended
September 30, 2002 but were not included in the computation of diluted earnings
per share because the Company reported a net loss for the three months ended
September 30, 2002 and, therefore, the effect would be antidilutive. Options to
purchase 1,454,050 shares of common stock at a weighted average price of $5.91
per share, respectively, were outstanding during the three months ended
September 30, 2001 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. 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
                                                      SEPTEMBER 30,
                                                 ----------------------
                                                   2002          2001
                                                 --------      --------
<S>                                              <C>           <C>
REVENUE
Industrial Cleaning and Facility Maintenance     $ 18,947      $ 18,493
Industrial Container Cleaning                       2,761         2,574
Industrial Water Process Purification               2,598         2,606
                                                 --------      --------
  Total                                          $ 24,306      $ 23,673
                                                 ========      ========

INCOME (LOSS) FROM OPERATIONS
Industrial Cleaning and Facility Maintenance     $   (141)     $    914
Industrial Container Cleaning                         (23)           25
Industrial Water Process Purification                 375           637
                                                 --------      --------
  Total                                          $    211      $  1,576
                                                 ========      ========
</TABLE>

         Identifiable assets have not changed significantly at September 30,
2002, compared to June 30, 2002.


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

RESULTS OF OPERATIONS

         The following table sets forth revenue and income (loss) from
operations by segment for the three months ended September 30, 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 SEPTEMBER 30,
                                                  -----------------------------------------------
                                                         2002                    2001
                                                  -----------------------  ----------------------
                                                  ACTUAL     % OF REVENUE  ACTUAL    % OF REVENUE
                                                  ------     ------------  ------    ------------
                                                                    (UNAUDITED)
<S>                                              <C>         <C>          <C>        <C>
Revenue
  Industrial Cleaning and Facility Maintenance   $ 18,947       78.0 %    $ 18,493      78.1 %
  Industrial Container Cleaning                     2,761       11.3         2,574      10.9
  Industrial Water Process Purification             2,598       10.7         2,606      11.0
                                                 --------      -----      --------     -----
    Total revenue                                  24,306      100.0        23,673     100.0

Cost of services (including depreciation)          19,167       78.9        17,385      73.4
                                                 --------      -----      --------     -----

    Gross profit                                    5,139       21.1         6,288      26.6

Selling, general and administrative expenses        4,928       20.2         4,712      19.9
                                                 --------      -----      --------     -----
Income (loss) from operations
  Industrial Cleaning and Facility Maintenance       (141)      (0.7)          914       4.9
  Industrial Container Cleaning                       (23)      (0.8)           25       1.0
  Industrial Water Process Purification               375       14.4           637      24.4
                                                 --------      -----      --------     -----
    Total income (loss) from operations          $    211        0.9 %    $  1,576       6.7 %
                                                 ========      =====      ========     =====
</TABLE>

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001

         Revenues. Revenues increased to $24.3 million in the first quarter of
fiscal 2002 from $23.7 million in the prior year period. The increase was
primarily the result of increased project type work with paper, auto and steel
customers, primarily in the Industrial Cleaning and Facility Maintenance
segment.

         Cost of Services. Total cost of services was $19.2 million for the
three months ended September 30, 2002 compared to $17.4 million for the three
months ended September 30, 2001. Cost of services as a percentage of revenue
increased to


                                       9
<PAGE>

78.9% in the first quarter of fiscal 2003 from 73.4% in the prior year period.
This increase was primarily driven by additional investments in the business
related to the start up of new branches and additional staffing, heavier
reliance on sub-contract services 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. These items
accounted for approximately 5.0% of the increase in cost of services as a
percentage of revenue.

         Selling, General and Administrative Expenses. Total selling, general
and administrative expenses were $4.9 million and $4.7 million for the three
months ended September 30, 2002 and 2001, respectively. As a percentage of
revenue, selling, general and administrative expenses increased to 20.2% in the
first quarter of fiscal 2003 from 19.9% in the prior year period. The increase
was primarily due to the creation of a business development group and an
increase in the sales force of the Industrial Water Process Purification
segment, partially offset by a decrease in amortization expense as a result of
the Company's adoption of SFAS No. 142, Goodwill and Other Intangible Assets.

         Income from Operations. Income from operations was $0.2 million for the
three months ended September 30, 2002 compared to $1.6 million for the three
months ended September 30, 2001. As a percentage of revenue, income from
operations decreased to 0.9% in the first quarter of fiscal 2003 from 6.7% in
the prior year period. In addition to the factors discussed above, operating
margins in the Industrial Cleaning and Facility Maintenance segment continue to
be impacted by the highly competitive environment in which the Company operates
as well as the Company's continued commitment to not chase unreasonably priced
business.

         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 (Benefit) for Income Taxes. The provision (benefit) for
income taxes for the three months ended September 30, 2002 and 2001 reflects an
effective rate of 42% and 44%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         As of September 30, 2002, the Company had cash of $0.3 million and
working capital of $9.4 million. Cash provided by operating activities was $0.5
million for the three months ended September 30, 2002, while cash used for
investing activities was $2.3 million. The cash used for investing activities
included an additional investment of approximately $365,000 in Pentagon,
Technologies Group, Inc. The Company has a remaining investment commitment to
Pentagon of approximately $73,000.

         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 September 30, 2002, outstanding
borrowings under the credit facility were $29.0 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


                                       10
<PAGE>

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 September 30, 2002 except as indicated in the
following section.

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 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. The Company is required
to complete the initial step of the transitional impairment test within six
months of adopting SFAS No. 142 and is required to complete the final step of
the transitional impairment test by the end of the current fiscal year. Going
forward, these assets will be tested for impairment on an annual basis or upon
the occurrence of certain triggering events as defined by SFAS No. 142. Any
impairment loss resulting from the transitional impairment test will be recorded
retroactively as a cumulative effect of a change in accounting principle during
the quarter ended September 30, 2002. Application of the non-amortization
provision of the Statement resulted in an increase in net income of
approximately $0.1 million, or $0.01 per share, for the three months ended
September 30, 2002. The Company has not yet determined the impact, if any, of
performing the transitional impairment tests on goodwill and indefinite lived
intangible assets.

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 $29.0 million at
September 30, 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 September 30, 2002, a one hundred basis point change in interest
rates would impact interest expense by approximately $0.1 million per year.

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.


                                       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

         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)

            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.


                                       12
<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:  November 14, 2002          By:         /s/ Richard R. Kahle
                                        -------------------------------------
                                                  Richard R. Kahle
                                        Vice President, Chief Financial Officer,
                                        Secretary and Treasurer


                                       13
<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)    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:  November 14, 2002


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


                                       14
<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:  November 14, 2002


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


                                       15
<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).

     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.


                                       16