--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                       or
              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended: January 31, 2003         Commission file number 001-07763

                               MET-PRO CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                                    23-1683282
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

   160 Cassell Road, P. O. Box 144
      Harleysville, Pennsylvania                             19438
(Address of principal executive offices)                  (Zip Code)

       Registrant's telephone number, including area code: (215) 723-6751

           Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each exchange on
          Title of each class                            which registered
          -------------------                            ----------------
Common Stock, par value $0.10 per share              New York Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.10 per share
           (Title of Class)

        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 if disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  Registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in  Part  III of the  Form  10-K or any
amendment to this Form 10-K.  X
                             ---

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

        State the  aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity was last sold,  or the average of the bid and asked price of such
common  equity,  as of the last business day of the  registrant's  most recently
completed second fiscal quarter: $78,291,983

        The number of shares  outstanding of the  Registrant's  Common Stock was
6,216,369 as of April 18, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                                                      Form 10-K
                                                                     Part Number
                                                                     -----------
        Portions of Registrant's Definitive Proxy Statement filed
pursuant to Regulation 14A in connection with Registrant's Annual
Meeting ofStockholders to be held on June 11, 2003.......................III
--------------------------------------------------------------------------------
<PAGE>


<TABLE>
<CAPTION>
                                                            INDEX
                                                                                                                           Page
PART I                                                                                                                     ----
<S>      <C>      <C>                                                                                                       <C>
         Item 1.  Business.................................................................................................  1
         Item 2.  Properties...............................................................................................  8
         Item 3.  Legal Proceedings........................................................................................  9
         Item 4.  Submission of Matters to a Vote of Security Holders......................................................  9

PART II
         Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.................................... 10
         Item 6.  Selected Financial Data.................................................................................. 11
         Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 12
         Item 7A. Quantitative and Qualitative Disclosure About Market Risks............................................... 16
         Item 8.  Financial Statements and Supplementary Data.............................................................. 16
         Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................... 37

PART III
         Item 10. Directors and Executive Officers of the Registrant....................................................... 37
         Item 11. Executive Compensation................................................................................... 37
         Item 12. Security Ownership of Certain Beneficial Owners and Management........................................... 37
         Item 13. Certain Relationships and Related Transactions........................................................... 37

PART IV
         Item 14. Controls and Procedures.................................................................................. 38
         Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.......................................... 38

SIGNATURES................................................................................................................. 39
</TABLE>

<PAGE>




































<PAGE>

--------------------------------------------------------------------------------
                     FACTORS THAT MAY AFFECT FUTURE RESULTS

Met-Pro's prospects are subject to certain  uncertainties and risks. This Annual
Report on Form 10-K also contains certain forward-looking  statements within the
meaning of the Federal  securities  laws.  Met-Pro's  future  results may differ
materially from its current  results and actual results could differ  materially
from those  projected in the  forward-looking  statements as a result of certain
risk factors.  Readers  should pay  particular  attention to the  considerations
described in the section of this report  entitled  "Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations - Factors that May
Affect Future  Results."  Readers should also carefully  review the risk factors
described  in the  other  documents  Met-Pro  files  from  time to time with the
Securities and Exchange Commission.

--------------------------------------------------------------------------------



                                     PART I

Item 1. Business:

General:

        Met-Pro  Corporation  ("Met-Pro" or the "Company"),  incorporated in the
State  of  Delaware  on  March  30,  1966,   manufactures   and  sells   product
recovery/pollution  control  equipment for purification of air and liquids,  and
fluid handling equipment for corrosive,  abrasive and high temperature  liquids.
The  Company,  which  operates  through  ten  divisions  and  five  wholly-owned
subsidiaries,  markets  and  sells  its  products  through  its  own  personnel,
distributors,  representatives  and agents based on the  division or  subsidiary
involved.  The  Company's  products are sold  worldwide  primarily in industrial
markets.  The  Company  was  taken  public  on April 6,  1967 and  traded on the
American  Stock  Exchange  from July 25, 1978 until June 18, 1998, at which time
the Company's  Common Stock began trading on the New York Stock Exchange,  where
it currently trades under the symbol "MPR".

        The  Company's  principal  executive  offices are located at 160 Cassell
Road,  Harleysville,  Pennsylvania  and the telephone number at that location is
(215) 723-6751. Our web site address is www.met-pro.com.

        We will endeavor to make available on our web site our Annual Reports on
Form 10-K, our Quarterly  Reports on Form 10-Q, and our Current  Reports on Form
8-K,  as soon as  reasonably  practicable  after we  electronically  file  these
reports with the Securities and Exchange Commission ("SEC"), beginning with this
Annual  Report  on Form  10-K,  which is being  filed on April 28,  2003.  Other
reports  that we filed  during our fiscal  year ended  January 31, 2003 with SEC
under the Securities Exchange Act of 1934 may at present be accessed through our
web site.

        Except where otherwise indicated by the context used herein,  references
to the  "Company",  "we",  "our"  and "us"  refer to  Met-Pro  Corporation,  its
divisions and its wholly-owned subsidiaries.


Products, Services and Markets:

        The Company  operates in two  segments,  the Product  Recovery/Pollution
Control  Equipment  Segment  and  the  Fluid  Handling  Equipment  Segment.  For
financial information  concerning the Company's industry segments,  reference is
made to  "Consolidated  Business  Segment Data"  contained  within the Company's
Consolidated  Financial Statements that form a part of this Report on Form 10-K.
A narrative description of the Company's operations within these two segments is
as follows:

        Product Recovery/Pollution Control Equipment Segment

        This  segment  is  composed  of the  following  seven  divisions  and/or
subsidiaries of the Company: Flex-Kleen Division;  Stiles-Kem Division; Pristine
Hydrochemical  Inc.; Sethco Division;  Strobic Air Corporation;  Duall Division;
and Systems Division.

        Flex-Kleen  Division,  located in Itasca,  Illinois,  operating with the
Company's wholly-owned subsidiary, Flex-Kleen Canada Inc., is a leading supplier
of product  recovery and dry  particulate  collectors that are used primarily in
the process of manufacturing  food products and  pharmaceuticals.  While some of
Flex-Kleen's  products are also used for nuisance  collection of particulates to
conform  to  environmental  concerns,  the  overwhelming  portion  of its  sales
activity  is  for  product   collection  and  is  process  driven.  At  present,
Flex-Kleen's  products are sold through 77 manufacturer's  representatives in 37
offices located across the United States and 12  manufacturer's  representatives
located in four offices throughout Canada.

                                       1
<PAGE>

        Stiles-Kem  Division,  located  in  Waukegan,  Illinois,  is  a  leading
manufacturer of safe and reliable water treatment compounds which have been used
in the public  drinking  water  industry for 48 years.  Stiles-Kem  products are
designed to  eliminate  problems  created by high iron and  manganese  levels in
municipal water systems and to reduce scaling and general  corrosion  tendencies
within water distribution piping systems. These food grade products are NSF/ANSI
approved for health  considerations in municipal drinking water supplies and are
certified to meet existing state and federal  guidelines.  The products are sold
both directly  through regional sales  representatives  and through a network of
distributors located in the United States and Canada.

        Pristine  Hydrochemical Inc., located in Williston,  North Dakota, sells
the Pristine Polymer product line with its patented  chlorine dioxide  treatment
program.  This product line improves  water  clarity,  reduces sludge volume and
also helps customers reduce trihalomethane, as required by the EPA. In addition,
Pristine sells boiler and water cooling chemicals and services to industrial and
commercial markets allowing customers to maximize their heat transfer efficiency
and save operating revenues through energy  conservation.  The products are sold
directly  through regional sales  representatives  located in the United States.
The business of Pristine was acquired by the Company in May 2002.

        Sethco Division, located on Long Island, New York, designs, manufactures
and sells  corrosion  resistant  pumps,  filter chambers and filter systems with
flow  rates  to  about  200  gallons  per  minute.  These  products  are used in
wastewater treatment systems and fume scrubbers for pollution control.  They are
also widely used in the metal  finishing,  electronics  and chemical  processing
industries.  Sethco's  products  are sold  through  a network  of  non-exclusive
distributors, as well as to catalog houses and original equipment manufacturers.
Our products are sold internationally through our Mefiag B.V. subsidiary.

        Strobic Air Corporation, located in Harleysville, Pennsylvania, designs,
manufactures  and holds  patents on specialty  blowers and  industrial  fans for
industrial   applications   including   university   laboratories,    hospitals,
semiconductor manufacturers, government laboratories,  pharmaceutical, chemical,
petrochemical plants and other testing laboratory facilities. Sales, engineering
and  customer  service  are  provided  through a network  of 225  manufacturer's
representatives located throughout the United States and Canada.

        Duall Division,  located in Owosso,  Michigan, is a leading manufacturer
of  industrial  and  municipal  air  and  water  quality  control  systems.  The
Division's major products  include odor control systems,  fume and emergency gas
scrubbers,  particulate collectors, air strippers, ducting and exhaust fans. All
equipment is fabricated  from corrosion  resistant  materials.  Duall's  support
services  include  pilot  studies,  engineering,  installation  and  performance
testing.  Duall products are sold both domestically and  internationally  to the
metal finishing,  wastewater treatment,  composting, food processing,  chemical,
printed  circuit,  semiconductor,   steel  pickling,   pharmaceutical,   battery
manufacturing  and  groundwater  remediation  markets.  At  present,  90 factory
trained  manufacturer's  representatives  sell  Duall's  engineered  systems  to
industrial and municipal clients.

        Systems Division,  located in Kulpsville,  Pennsylvania,  is a leader in
the supply of custom designed and manufactured  air and water pollution  control
equipment. Systems Division's air pollution control capabilities include: carbon
adsorption  systems for the  concentration  and  recovery of volatile  solvents,
thermal and catalytic  oxidation systems and the supply of abatement  catalysts.
These systems are custom engineered for clients in the automotive, aerospace and
furniture industries. Additional applications include painting,  pharmaceutical,
chemical, electronics, food processing and printing industries. Systems Division
also offers a full range of catalyst  products for the oxidation of  pollutants,
which  include  catalysts  for  the  oxidation  of  chlorinated  solvents,   low
temperature   oxidation   catalysts  and  a  catalyst   specially  designed  for
regenerative catalytic oxidizer applications.

        Fluid Handling Equipment Segment

        This  segment  is  composed  of  the  following  four  divisions  and/or
subsidiaries  of the  Company:  Mefiag;  Keystone  Filter  Division;  Dean  Pump
Division; and Fybroc Division.

        Mefiag(R),  operating with the Company's wholly-owned subsidiary, Mefiag
B.V.,  located  in  Heerenveen,  Holland,  and the Mefiag  Division,  located in
Harleysville,  Pennsylvania,  designs and manufactures  filter systems utilizing
horizontal  disc  technology  for  superior  performance,  particularly  in high
efficiency  and  high-flow  applications.  Mefiag(R)  filters are used in tough,
corrosive  applications in the plating, metal finishing and printing industries.
Worldwide sales are accomplished  through qualified,  market-based  distributors
and original  equipment  manufacturers  located  throughout  Europe,  the United
States, Asia and other major markets throughout the world.

        Keystone  Filter  Division,  located in  Hatfield,  Pennsylvania,  is an
established custom pleater and cartridge  manufacturer in the United States. The
Division  provides custom  designed and engineered  products which are currently
used  in a  diversity  of  applications  such  as the  nuclear  power  industry,
components in medical  equipment and in indoor air quality  equipment.  Keystone
Filter also provides  standard  filters for water  purification  and  industrial
applications.  Sales and customer  service are provided  through a non-exclusive
distributor network.

                                       2
<PAGE>

        Dean Pump  Division,  located  in  Indianapolis,  Indiana,  designs  and
manufactures  high  quality  pumps  that  handle  a broad  range  of  industrial
applications.   Users   such   as   the   chemical,   petrochemical,   refinery,
pharmaceutical,  plastics, pulp and paper, and food processing industries choose
Dean Pump products  particularly  for their high temperature  applications.  The
Division's   products  are  sold  worldwide  through  an  extensive  network  of
distributors.

        Fybroc Division, located in Telford,  Pennsylvania, is a world leader in
the  manufacture of fiberglass  reinforced  plastic ("FRP")  centrifugal  pumps.
These  pumps  provide  excellent  corrosion  resistance  for tough  applications
including  pumping of acids,  brines,  caustics,  bleaches,  seawater and a wide
variety of waste liquids.  Fybroc's second generation epoxy resin,  EY-2, allows
the Company to offer the first  corrosion  resistant  and high  temperature  FRP
thermoset  pumps  suitable  for solvent  applications.  The EY-2  material  also
expands Fybroc's pumping  capabilities to include certain acid applications such
as high concentration sulfuric acid (75-98%).  During the year, Fybroc continued
to expand the FRP  centrifugal  magnetic  drive pump line which now offers  five
sizes available in both our standard vinyl ester resin and our EY-2 epoxy resin.
We have also added three  additional sizes to the metric version of this pump in
order to attract and expand our international product coverage. Fybroc pumps are
sold to many markets  including the chemical,  steel,  pulp and paper,  electric
utility,  aquaculture,  aquarium,  and industrial and municipal  waste treatment
industries.  Fybroc's EY-2 material is expected to allow it to enter new markets
such as pharmaceutical,  petrochemical,  fertilizer and pesticides.  A worldwide
distributor network provides sales, engineering and customer service.


United States Sales versus Foreign Sales:

        The following table sets forth certain data  concerning  total net sales
to customers by geographic area in the past three years:

                                  Percentage of Net Sales
                               Fiscal Year Ended January 31,
                              2003         2002         2001
                            ---------------------------------
     United States            84.7%        84.3%        79.5%
     Foreign                  15.3%        15.7%        20.5%
                            ---------------------------------
     Net Sales               100.0%       100.0%       100.0%
                            =================================



Customers:

        During each of the past three fiscal years, no single customer accounted
for 10% or more of the total net sales of the  Company in any year.  The Company
does not believe that it would be materially  adversely  affected by the loss of
any single customer.


Seasonality:

        The Company does not consider its business to be seasonal in nature.


Competition:

        The  Company  experiences  competition  from a variety of  sources  with
respect to virtually all of its products.  The Company knows of no single entity
that  competes  with it across the full range of its products  and systems.  The
lines of  business  in which the  Company  is engaged  are  highly  competitive.
Competition in the markets served is based on a number of considerations,  which
may include price, technology,  applications experience,  know-how,  reputation,
product warranties, service and distribution.

        With respect to the Fluid Handling Equipment  segment,  specifically the
pump manufacturing operations,  several companies,  including  Ingersoll-Dresser
Pumps Co. (a subsidiary of Flowserve Corporation), Goulds Industrial Pumps, Inc.
(a  subsidiary  of ITT  Industries),  and Durco  Pumps,  Inc. (a  subsidiary  of
Flowserve  Corporation),  dominate the industry with several smaller  companies,
including Met-Pro, competing in selected product lines and niche markets.

        With  respect  to  the  Product   Recovery/Pollution  Control  Equipment
segment, there are numerous competitors of both comparable and larger size which
may have greater  resources  than the Company,  but there are no companies  that
dominate the market.

                                       3
<PAGE>

        The  Company  is unable to state  with  certainty  its  relative  market
position in all aspects of its businesses.


Research and Development:

        The Company engages in research and development on an operational basis.
Due to the wide range of the Company's  products,  the research and  development
effort is not  centralized.  Research is directed towards the development of new
products  related to current product lines,  and the improvement and enhancement
of existing products.

        The principal goals of the Company's  research  programs are maintaining
the  Company's   technological   capabilities   in  the  production  of  product
recovery/pollution  control equipment, and fluid handling equipment;  developing
new  products;   and  providing   technological  support  to  the  manufacturing
operations.

        Research and  development  expenses were $0.6 million,  $1.0 million and
$0.8  million  for each of the years  ended  January  31,  2003,  2002 and 2001,
respectively.


Patents and Trademarks:

        The Company has a small  number of patents and  trademarks.  The Company
considers  these  rights  important  to its  business,  although it considers no
individual right material to its business.


Regulatory Matters:

        The Company is subject to environmental laws and regulations  concerning
air emissions,  discharges to water processing  facilities,  and the generation,
handling,  storage and disposal of waste materials in all operations. All of the
Company's  production and manufacturing  facilities are controlled under permits
issued by federal,  state and local regulatory agencies. The Company believes it
is  presently  in  compliance  in all  material  respects  with  these  laws and
regulations.  To date,  compliance  with  federal,  state and  local  provisions
relating  to  protection  of the  environment  has had no  material  effect upon
capital expenditures, earnings or the competitive position of the Company.


Backlog:

        Generally,   the  Company's   customers  do  not  enter  into  long-term
contracts,  but rather issue  purchase  orders that are accepted by the Company.
The rate of booking new orders  varies  from month to month.  In  addition,  the
orders have varying  delivery  schedules,  and the  Company's  backlog as of any
particular date may not be  representative of actual revenues for any succeeding
period.  The dollar amount of the Company's backlog of orders,  considered to be
firm,  totalled  $7,375,383  and  $9,931,016  as of January  31,  2003 and 2002,
respectively.  This does not include an additional  $8,422,701 and $4,319,024 of
orders in-house as of January 31, 2003 and 2002, respectively,  which, according
to our  longstanding  policy,  are not included in the backlog  until  completed
drawings have been approved.  The Company expects that  substantially all of the
backlog that  existed as of January 31, 2003 will be shipped  during the ensuing
fiscal year.


Raw Materials:

        The  Company  procures  its raw  materials  and  supplies  from  various
sources.  The Company believes it could secure substitutes for the raw materials
and supplies  should they become  unavailable,  but there are no assurances that
the substitutes  would perform as well or be priced  competitively.  The Company
has not  experienced  any  significant  difficulty in securing raw materials and
supplies,  and does not anticipate any significant  difficulty in procurement in
the coming year or foreseeable future.


Employees:

        As of January 31, 2003,  the Company  employed  328 people,  of whom 129
were involved in manufacturing,  and 199 were engaged in administration,  sales,
engineering,  supervision  and  clerical  work.  The  Company  has  had no  work
stoppages  during the past 20 years and considers  its employee  relations to be
good.

                                       4
<PAGE>

Foreign Operations:

        Most of the  Company's  operations  and assets are located in the United
States. The Company also owns a manufacturing  operation in Heerenveen,  Holland
through its  wholly-owned  subsidiary,  Mefiag B.V., and operates a sales office
and warehouse in Markham,  Ontario, Canada through its wholly-owned  subsidiary,
Flex-Kleen Canada Inc.

        Large  export  sales  are  typically  made  on the  basis  of  confirmed
irrevocable  letters  of credit or time  drafts to  selected  customers  in U.S.
dollars.  The Company  believes  that  currency  fluctuation  and  political and
economic instability do not constitute substantial risks to its business.

        For  information  concerning  foreign  net  sales  on a  segment  basis,
reference is made to the  Consolidated  Business  Segment Data contained on page
22.













































                                       5
<PAGE>

Executive Officers of the Company:


        The  following  table  sets  forth  certain  information  regarding  the
Executive Officers of the Company:

        William L. Kacin,  age 71, is Chairman of the Board of  Directors of the
Company,  a position he has held since June 1999.  Mr. Kacin served as President
and Chief Executive Officer of the Company and from February 1993 to March 2003.
Prior to that, he was Vice President and General Manager of the Company's Sethco
Division for seventeen years.

        Raymond J. De Hont, age 49, is President,  Chief  Executive  Officer and
Director of the Company. He was elected President and Chief Executive Officer in
March 2003 and a Director of the Company in February 2003. Mr. De Hont served as
the Chief Operating Officer of the Company from June 2000 to March 2003 and Vice
President and General Manager of the Company's Fybroc Division from June 1995 to
June 2000.  In October  1999,  he also assumed the  responsibilities  of General
Manager  for  the  Company's  Dean  Pump  Division.  Prior  to  joining  Met-Pro
Corporation,  Mr. De Hont's management  positions at Air and Water  Technologies
included Vice President and General Manager of Flex-Kleen Corporation,  which is
now a division of Met-Pro Corporation.

        Gary J. Morgan, CPA, age 48, is Vice President-Finance,  Chief Financial
Officer, Secretary, Treasurer and a Director of the Company. He was elected Vice
President-Finance,  Chief Financial Officer,  Secretary and Treasurer in October
1997,  and a Director of the Company in February  1998.  Mr.  Morgan  joined the
Company in 1980 and served as the  Company's  Corporate  Controller  immediately
prior to October 1997.

        Mark A. Betchaver,  age 53, is Vice President of the Company and General
Manager of the Sethco Division, to which offices he was elected in June 1993. He
joined the Company in 1972.

        James G.  Board,  age 49, is Vice  President  of the Company and General
Manager of Dean Pump and Fybroc  Divisions,  to which  offices he was elected in
December 2000. For more than five years prior thereto, Mr. Board was employed by
Tuthill Energy Systems since  September  1997, as Director of Sales and prior to
joining  Tuthill  Energy  Systems  held the  position as Salesman for Oliver and
Laughten Equipment Company, Inc. since September 1982.

        Thomas V. Edwards,  age 49, is Vice President of the Company and General
Manager of the  Systems  Division,  to which  offices he was elected in December
1998.  Mr.  Edwards  joined the  Company  in June 1995 and prior to his  present
position,  held the position of Assistant to the  President.  For more than five
years prior thereto,  Mr. Edwards was employed by Lockheed Martin as Engineering
Manager.

        Sonja M. Haggert,  age 49, is Vice  President of the Company and General
Manager of the Keystone  Filter  Division,  to which  offices she was elected in
February  1993.  She  joined  the  Company  in 1978,  and  prior to her  present
position, held the position of Distributor Sales Manager of the Division.

        Hans J. D. Huizinga,  age 52, is the Managing Director of Mefiag B.V., a
wholly-owned  subsidiary  of the Company,  located in  Heerenveen,  Holland,  an
office to which he was elected in August  1993.  He was  employed by Mefiag B.V.
for over five years as  Managing  Director  for the  predecessor  of Mefiag B.V.
prior to becoming an employee of the Company's subsidiary on June 30, 1993, when
we acquired that company.

        Gregory C. Kimmer,  age 48, is Vice President of the Company and General
Manager of the Duall Division,  to which offices he was elected in October 1989.
For more than five  years  prior  thereto,  Mr.  Kimmer  was  employed  by Duall
Industries, Inc. in various capacities.

        William F. Mersch,  age 49, is Vice President of the Company and General
Manager of the  Stiles-Kem  Division and Vice  President and General  Manager of
Pristine  Hydrochemical Inc. to which offices he was elected in October 1996 and
May 2002,  respectively.  He joined the Company in June 1995 as  National  Sales
Manager. For more than five years prior thereto, Mr. Mersch was employed by ANCO
Corporation, in which his last position was Vice President Sales and Marketing.

        Robert  P.  Replogle,  age 62,  is Vice  President  of the  Company  and
Director of the International  Sales Division and the Mefiag Division,  to which
offices he was elected in December  1995. He joined the Company in December 1973
and  prior  to his  present  position,  held the  position  of  Director  of the
International Sales Division and the Mefiag Division.

        Paul A.  Tetley,  age 44, is Vice  President  of the Company and General
Manager of Strobic Air Corporation,  to which offices he was elected in December
1999.  Mr. Tetley  joined the Company in 1996 in  connection  with the Company's
acquisition of Strobic Air  Corporation  and prior to his present  position held
the position of Director of Operations.  For more than five years prior thereto,
Mr. Tetley was employed by the predecessor entity as a Plant Manager.

                                       6
<PAGE>

        Dennis M. Wierzbicki,  age 45, is Vice President of the Company, General
Manager of the  Flex-Kleen  Division and Vice  President and General  Manager of
Flex-Kleen  Canada Inc., to which offices he was elected in February  2003.  For
more than five years prior thereto,  Mr. Wierzbicki was employed by American Air
Filter,  as Vice  President  and General  Manager of its Air  Quality  Equipment
Division  since October 2000 and as Vice President of Marketing and Sales of its
Global Air Filtration Division since April 1996.

        There  are no  family  relationships  between  any of the  Directors  or
Executive  Officers of the Company.  Each officer  serves at the pleasure of the
Board of Directors.






























                                      7
<PAGE>

Item 2.  Properties:

     The following  manufacturing and production facilities were owned or leased
by the Company at January 31, 2003:


<TABLE>
<CAPTION>

         Name                               Structure                               Property/Location              Status

<S>                                <C>                                           <C>                                    <C>
Executive Offices,                 73,000 square feet, cement                    17 acres in Harleysville,              Owned
International Division,            building, with finestone facing,              Pennsylvania
Mefiag Division and                built 1976
Strobic Air Corporation

Sethco Division                    30,000 square feet, cement                    4 acres in Hauppauge,                  Owned
                                   block with brick facing                       Long Island, New York
                                   built 1982

Fybroc Division                    47,500 square feet, cement                    8 acres in Telford,                    Owned
                                   building with brick facing,                   Pennsylvania
                                   built 1991

Keystone Filter Division           31,000 square feet, cement                    2.3 acres in Hatfield,                 Owned
                                   block, built 1978                             Pennsylvania

Systems Division                   3,375 square feet,                            Kulpsville, Pennsylvania               Leased(1)
                                   brick building

Dean Pump Division                 66,000 square feet, metal                     17.1 acres in                          Owned
                                   building                                      Indianapolis, Indiana

Duall Division                     63,000 square feet, metal                     7 acres in Owosso,                     Owned
                                   and masonry building                          Michigan

Stiles-Kem Division                22,000 square feet, cement                    2.55 acres in                          Owned
                                   block building, built 1996                    Waukegan, Illinois

Pristine Hydrochemical Inc.        1,500 square feet office and                  Williston, North Dakota                Leased
                                   warehouse facility

Flex-Kleen Division                13,760 square feet, brick                     Itasca, Illinois                       Leased(2)
                                   building

                                   37,320 square feet, metal                     Sharpsburg, North Carolina             Leased(3)
                                   building

Mefiag B.V.                        17,200 square feet, metal                     1.1 acres in                           Owned
                                   and masonry building                          Heerenveen, Holland

                                   Vacant land                                   3 acres in Heerenveen, Holland         Owned

Flex-Kleen Canada Inc.             5,880 square feet, masonry                    Markham, Ontario, Canada               Leased(4)
                                   building
</TABLE>

(1) Systems  Division's  lease  for  the  Sales  and  Engineering   facility  in
    Kulpsville, Pennsylvania expi res on February 9, 2005.

(2) Flex-Kleen Division's lease for the operation in Itasca, Illinois expires on
    December 31, 2007.

(3) Flex-Kleen Division's lease for the warehouse in Sharpsburg,  North Carolina
    expires on October 29, 2004.

(4) Flex-Kleen  Canada  Inc.'s  lease for the sales and  warehouse  facility  in
    Markham, Ontario, Canada expires on March 31, 2005.

                                       8
<PAGE>

Item 3. Legal Proceedings:

        Recently there appears to have been a significant  increase,  in certain
states,  in  asbestos-related  litigation  claims  against  numerous  industrial
companies,  particularly  companies in the pump and fluid  handling  industries.
During the last  year,  the  Company  was named as one of many  defendants  in a
number of such cases filed in one of these  states,  Mississippi.  The  Company,
along with the other  defendants,  is alleged to have sold  products  containing
asbestos,  although as of January 31, 2003, none of the Company's  products have
been  specifically  identified  by any  plaintiff  in any case as a cause of the
alleged  injuries.  The Company believes that it has defenses to the claims that
have been  asserted.  Although the Company is  vigorously  defending  all of the
cases,  the amount  expended by the Company to date in responding to these cases
has not been material,  as most of the costs have been paid by insurance.  Given
the current status of these cases, it is not possible to determine the Company's
potential  liability,  if any, and no provision  has been made in the  Company's
financial statements for any such claims.

        In addition, the Company is party in a small number of legal proceedings
arising out of the ordinary  course of business.  Management  does not currently
believe that these  proceedings will materially  impact the Company's results of
operations, liquidity or financial condition.


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

        No matters  were  submitted  to a vote of  security  holders  during the
fourth quarter of the fiscal year ended January 31, 2003.





















                                       9
<PAGE>

                                     PART II


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters:

    (a) Market Information. The Company's Common Stock is traded on the New York
Stock  Exchange  under the symbol "MPR".  The high and low selling prices of the
Common  Stock  for each  quarterly  period  for the last two  fiscal  years,  as
reported on the New York Stock Exchange, are shown below.

<TABLE>
<CAPTION>

                                                                    Quarter ended
Year ended January 31, 2003                         April         July         October         January
-------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>          <C>             <C>
Price range of common stock:
   High                                             $15.55        $16.02       $14.30          $14.50
   Low                                               13.05         12.45        12.50           13.00
   Cash dividend paid                                 .085          .085         .085             .09

Year ended January 31, 2002                         April         July         October         January
-------------------------------------------------------------------------------------------------------
Price range of common stock:
   High                                             $13.17        $15.25       $14.08          $13.44
   Low                                               11.00         12.65         9.90           11.17
   Cash dividend paid                                 .085          .085         .085            .085
</TABLE>

    (b) Holders. There were 527 registered stockholders at January 31, 2003, and
the Company estimates that there are approximately 2,000 additional stockholders
with stock held in street name.

    (c) Dividends.  The Board of Directors declared quarterly dividends of $.085
per share  payable on March 8,  2002,  June 7, 2002,  and  September  6, 2002 to
stockholders  of record at the close of business on February 22,  2002,  May 24,
2002  and  August  23,  2002,  respectively.  The  Board of  Directors  declared
quarterly  dividends of $.09 per share payable on December 9, 2002 and March 10,
2003 to  stockholders  of record as of November  29, 2002 and February 21, 2003,
respectively.

    We expect to continue to pay comparable  dividends  during at least the next
fiscal year.

    (d) Securities  Authorized For Issuance under Equity Compensation Plans. Set
forth below is information aggregated as of January 31, 2003 with respect to two
equity  compensation  plans previously  approved by the Company's  stockholders,
being the 1997 Stock Option Plan and 2001 Equity  Incentive  Plan. Also shown is
information  with respect to the  Company's  Year 2000 Employee  Stock  Purchase
Plan.  The data does not include any options  under the 1992 Stock  Option Plan,
insofar as there were no options  issued and  outstanding as of January 31, 2003
nor were any options available for issuance as of such date.

<TABLE>
<CAPTION>

                                                                                                              Number of Securities
                                                                                                               Remaining Available
                                                Number of Securities                                           For Future Issuance
                                                  to be Issued Upon              Weighted-Average                 Under Equity
                                                     Exercise of                 Exercise Price of             Compensation Plans
                                                Outstanding Options,           Outstanding Options,           (Excluding Securities
              Plan Category                      Warrants and Rights            Warrants and Rights         Reflected in Column (A))
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                            <C>                            <C>
                                                         (A)                            (B)                            (C)
Equity compensation plans approved by
    security holders                                   260,550                        $11.97                         559,425
Equity compensation plans not approved
    by security holders                                      -                             -                               -
</TABLE>

                                       10
<PAGE>

    (e) Recent Sales of Unregistered Securities. In May 2002, the Company issued
to one  person  an  aggregate  of  113,475  shares  of  Common  Stock  valued at
$1,600,000   as  part  of  the   purchase   price  for  the  stock  of  Pristine
Hydrochemical, Inc. These shares were not registered under the Securities Act of
1933 and were issued in reliance upon the exemption from  registration  afforded
by Section 4(2) of the Securities Act. The purchaser of these shares represented
to his investment intent in connection with such acquisition.

    (f) Stock  Repurchases.  During the fiscal year ended January 31, 2003,  the
Company  repurchased  an  aggregate  of 19,941  shares,  at a total cost of $0.3
million,  pursuant to a 300,000  share stock  repurchase  program  authorized on
December 15, 2000. To date, an aggregate of 69,032 shares have been  repurchased
through such repurchase program.


Item 6.  Selected Financial Data:


<TABLE>
<CAPTION>
                                                                            Years ended January 31,
                                                     2003             2002           2001            2000            1999
------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>             <C>             <C>             <C>
Selected Operating Statement Data
Net sales                                        $69,619,382      $70,088,446     $81,203,550     $78,449,992     $67,390,488
Income from operations                             9,154,986        9,451,925      12,513,886      11,410,679      11,199,867
Net income                                         5,888,379        6,189,317       7,773,720       7,072,642       7,151,052
EBITDA (a)                                        10,714,343       11,497,932      14,736,541      13,826,535      13,287,878
Earnings per share, basic                                .95             1.01            1.26            1.08            1.04
Earnings per share, diluted                              .95             1.01            1.26            1.08            1.03

Selected Balance Sheet Data
Current assets                                   $40,631,745      $37,411,679     $37,412,259     $35,722,971     $38,683,453
Current liabilities                                9,750,309       10,151,149      12,957,995      13,681,578      14,387,868
Working capital                                   30,881,436       27,260,530      24,454,264      22,041,393      24,295,585
Current ratio                                            4.2              3.7             2.9             2.6             2.7
Total assets                                      73,754,671       68,070,192      69,151,341      68,641,983      72,888,641
Long-term obligations                              7,111,995        7,125,195       8,100,000       9,933,014      11,941,954
Total stockholders' equity                        56,045,885       50,279,394      47,061,366      44,206,333      45,925,107
Total capitalization                              63,157,880       57,404,589      55,161,366      54,139,347      57,867,061
Return on average total assets, %                        8.3              9.0            11.3            10.0            10.9
Return on average stockholders' equity, %               11.1             12.7            17.0            15.7            15.9

Other Financial Data
Net cash flows from operating activities          $5,831,186       $8,301,567     $10,047,845     $10,204,749      $7,990,115
Capital expenditures                                 752,125        1,631,356       1,023,682       1,193,559       1,191,616
Stockholders' equity per share                          9.02             8.27            7.73            6.92            6.76
Cash dividends paid per share (b)                       .345              .34             .32             .48             .30
Average common shares, basic                       6,179,618        6,109,141       6,152,325       6,542,210       6,907,654
Average common shares, diluted                     6,221,496        6,143,837       6,173,437       6,576,820       6,955,892
Shares of common stock outstanding                 6,216,369        6,083,172       6,090,155       6,391,242       6,794,898
==============================================================================================================================
</TABLE>

(a) EBITDA  represents  income from operations  before taxes,  interest expense,
    interest income, and depreciation and amortization expenses.

(b) Fiscal year ended January 31, 2000  included an annual  dividend of $.32 per
    share  payable on April 23, 1999 and  quarterly  dividends of $.08 per share
    payable on September  10, 1999 and December  10,  1999,  resulting  from the
    Company's change from an annual to a quarterly dividend.


                                       11
<PAGE>


Item7.  Management's  Discussion and Analysis of Financial Condition and Results
        of Operations:

        The  following  discussion  should  be  read  in  conjunction  with  the
Company's Consolidated Financial Statements and Notes thereto included elsewhere
in this Form  10-K  together  with  "Factors  that May  Affect  Future  Results"
elsewhere in this  Management's  Discussion and Analysis of Financial  Condition
and Result of Operations.


Results of Operations:

        The following table sets forth for the periods  indicated the percentage
of total net sales that such items  represent in the  Consolidated  Statement of
Operations.


<TABLE>
<CAPTION>
                                                        Years ended January 31,
                                               2003              2002                2001
-------------------------------------------------------------------------------------------
<S>                                           <C>               <C>                 <C>
Net sales                                     100.0%            100.0%              100.0%
Cost of goods sold                             65.3%             65.7%               65.6%
-------------------------------------------------------------------------------------------

Gross profit                                   34.7%             34.3%               34.4%
Selling, general and administrative expense    21.6%             20.8%               19.0%
-------------------------------------------------------------------------------------------

Income from operations                         13.1%             13.5%               15.4%

Interest expense                                (.7%)             (.8%)               (.8%)
Other income, net                                .4%              1.2%                 .6%
-------------------------------------------------------------------------------------------
Income before taxes                            12.8%             13.9%               15.2%

Provision for taxes                             4.4%              5.1%                5.6%
-------------------------------------------------------------------------------------------
Net income                                      8.4%              8.8%                9.6%
===========================================================================================
</TABLE>

FYE 2003 vs FYE 2002:

        Net sales for the fiscal year ended  January 31, 2003 were $69.6 million
compared to $70.1 million for the fiscal year ended January 31, 2002, a decrease
of $0.5  million.  Sales in the  Product  Recovery/Pollution  Control  Equipment
segment  increased  to  $46.1  million,  3.6%  higher  than the  prior  year due
primarily to increased demand for our fume and odor control equipment.  Sales in
the Fluid Handling  Equipment  segment were $23.5  million,  8.1% lower than the
prior fiscal year due to decreased demand for our specialty pump equipment.

        Foreign  sales  decreased  to $10.7  million  for the fiscal  year ended
January 31,  2003,  compared to $11.0  million for the same period last year,  a
3.2% decrease.  Foreign sales  decreased  10.5% in the Fluid Handling  Equipment
segment from the prior fiscal year, and the Product  Recovery/Pollution  Control
Equipment  segment foreign sales were 7.7% higher than the prior fiscal year due
to higher demand for our fume and odor control equipment.

        Net income for the fiscal year ended  January 31, 2003 was $5.9  million
compared to $6.2 million for the fiscal year ended  January 31, 2002, a decrease
of $0.3  million.  The decrease in net income is  principally  related to a $0.4
million  net gain on the sale of  property  and  equipment  associated  with the
Systems  Division's  operations  during the fiscal year ended  January 31, 2002,
combined  with lower sales in the Company's  Fluid  Handling  Equipment  segment
during the current fiscal year.

        The gross margin for the fiscal year ended January 31, 2003 increased to
34.7% versus 34.3% for the prior year. This increase can be attributed to higher
gross margins  experienced in the Product  Recovery/Pollution  Control Equipment
segment.

        Selling  expense was $7.1 million for the fiscal year ended  January 31,
2003 or an increase of $0.1  million over the prior year.  Selling  expense as a
percentage of net sales was 10.3% compared to 10.0% for the prior fiscal year.

                                       12
<PAGE>

        General and administrative  expense was $7.9 million for the fiscal year
ended  January  31,  2003  compared to $7.6  million in the prior  fiscal  year.
General and  administrative  expense as a percentage  of net sales was 11.3% for
the fiscal year ended  January 31, 2003  compared to 10.8% for the prior  fiscal
year. This increase, in dollars, is principally related to increased pension and
health care costs, offset by the reduction in amortization  expense for goodwill
that  is no  longer  being  amortized  per  Statement  of  Financial  Accounting
Standards ("SFAS") No. 142.

        Interest  expense was $0.5 million for the fiscal year ended January 31,
2003 compared to $0.6 million in the prior fiscal year.

        Other income, net was $0.3 million for the fiscal year ended January 31,
2003  compared to $0.9 million for the same period in the prior year, a decrease
of $0.6  million.  The  reduction  is the result of recording a $0.4 million net
gain  on the  sale  of  property  and  equipment  associated  with  the  Systems
Division's operations in West Chester, Pennsylvania during the fiscal year ended
January  31,  2002,  combined  with  the  reduction  in  interest  rates  on our
short-term investments during the current fiscal year.

        The  effective  tax rate  decreased  to 34.0% for the fiscal  year ended
January 31, 2003 from 36.5% for the prior year.


FYE 2002 vs FYE 2001:

        Net sales for the fiscal year ended  January 31, 2002 were $70.1 million
compared to $81.2 million for the fiscal year ended January 31, 2001, a decrease
of $11.1  million.  Sales in the Product  Recovery/Pollution  Control  Equipment
segment were $44.5  million,  $7.2 million lower than the same period last year.
Sales in the Fluid Handling  Equipment segment were $25.6 million,  $4.0 million
lower  compared to the fiscal year ended  January 31, 2001.  We believe that the
decreased demand in both business segments is attributed to a slowing economy.

        Foreign  sales  decreased  to $11.0  million  for the fiscal  year ended
January  31,  2002,  compared  to $16.6  million  for the same period last year.
Foreign sales decreased 25.4% in the Fluid Handling  Equipment  segment from the
prior fiscal year, and the Product  Recovery/Pollution Control Equipment segment
foreign  sales were 43.0% lower than the prior  fiscal year due to lower  demand
for our fume and odor control equipment.

        Net income for the fiscal year ended  January 31, 2002 was $6.2  million
compared to $7.8 million for the fiscal year ended  January 31, 2001, a decrease
of $1.6  million.  The  decrease in net income is  principally  related to lower
sales in both business segments during the period.

        The gross  margin for the fiscal year ended  January 31, 2002  decreased
slightly to 34.3% versus 34.4% for the prior year.

        Selling  expense was $7.0 million for the fiscal year ended  January 31,
2002 or a slight  decrease  from the prior  fiscal  year.  Selling  expense as a
percentage of net sales was 10.0% compared to 8.7% for the prior fiscal year.

        General and administrative  expense was $7.6 million for the fiscal year
ended  January 31, 2002  compared to $8.4 million for the same period last year.
General and  administrative  expense as a percentage  of net sales was 10.8% for
the fiscal year ended  January 31, 2002  compared to 10.3% for the prior  fiscal
year.  This  reduction,  in  dollars,  is related to the  overall  reduction  in
compensation  expense and amortization  expenses for certain  intangible  assets
which are fully amortized.

        Interest  expense was $0.6 million for the fiscal year ended January 31,
2002  compared to $0.7 million in the prior fiscal year.  During the fiscal year
ended January 31, 2002, the Company reduced its long-term debt by $1.7 million.

        Other income totaling $0.9 million for the fiscal year ended January 31,
2002 consisted of interest  income on short-term  investments and a $0.5 million
gain on the sale of property and equipment.  In September 2001, the Company sold
property and equipment associated with the Systems Division's operations in West
Chester,  Pennsylvania  resulting in the majority of this gain. These operations
were relocated to a leased facility in Kulpsville, Pennsylvania. Other income of
$0.5 million for the fiscal year ended January 31, 2001  consisted  primarily of
interest income on short-term investments.

        The  effective  tax rate  decreased  to 36.5% for the fiscal  year ended
January 31, 2002 from 37.0% for the prior year.


                                       13
<PAGE>

Liquidity:

        Cash and cash  equivalents  were $13.4  million on January 31, 2003,  an
increase of $1.6 million over the previous year. This increase is the net result
of  positive  cash flows  provided  by  operating  activities  of $5.8  million,
proceeds from the exercise of stock options amounting to $0.4 million, offset by
the payment of cash dividends  amounting to $2.0 million (net of $0.1 million of
dividends  returned  to the  Company  in the form of stock  purchases  under the
Company's Dividend Reinvestment Plan), payments of scheduled debt totalling $1.2
million, purchase of treasury stock amounting to $0.3 million, a cash payment of
$0.4  million as part of the  purchase  price for  Pristine  Hydrochemical,  and
investment in property and equipment amounting to $0.8 million.

        Accounts  receivable were $12.2 million at January 31, 2003, an increase
of $1.8 million compared to the prior year. The timing and size of shipments and
retainage on  contracts,  especially in the Product  Recovery/Pollution  Control
Equipment segment,  will influence accounts  receivable balances at any point in
time.

        Inventories  totalled  $13.4  million at January 31, 2003, a decrease of
$0.3  million  compared to the prior year.  Inventory  balances  will  fluctuate
depending on the size and timing of orders and market  demand,  especially  when
major systems and contracts are involved.

        Current liabilities  decreased from $10.2 million at January 31, 2002 to
$9.8  million at January 31,  2003,  or $0.4  million.  A reduction  in accounts
payable and customer  advances,  offset by an increase in the current portion of
long-term debt and accrued expenses, accounted for the decrease.

        The Company has consistently maintained a high current ratio and has not
utilized  either  the  domestic  line of  credit or the  foreign  line of credit
totalling $5.0 million which are available for working  capital  purposes.  Cash
flows, in general,  have exceeded the current needs of the Company.  The Company
presently  foresees no change in this situation in the immediate  future.  As of
January 31, 2003 and January 31,  2002,  working  capital was $30.9  million and
$27.3   million,   respectively,   and  the  current  ratio  was  4.2  and  3.7,
respectively.


Capital Resources and Requirements:

        Cash flows provided by operating activities during the fiscal year ended
January 31, 2003  amounted to $5.8 million  compared to $8.3 million  during the
prior fiscal year. This decrease in cash flows from operating activities was due
principally  to an increase in accounts  receivable and a decrease in net income
(of which $0.4 million in the fiscal year ended  January 31, 2002 was due to the
net gain on the sale of  property  and  equipment  associated  with the  Systems
Division's  operations) and customer  advances for the fiscal year ended January
31, 2003, offset by a reduction in inventory balances. Per share, our cash flows
from  operating  activities  decreased  to $.94 per share  compared to $1.35 per
share for the prior year.

        Cash flows used in  investing  activities  during the fiscal  year ended
January 31, 2003  amounted to $1.2 million  compared to $0.5 million  during the
fiscal year ended January 31, 2002. The Company's  investing  activities for the
fiscal year ended January 31, 2003,  principally  represent the acquisition of a
business  during the fiscal  year ended  January  31,  2003 and the  purchase of
property,  plant and equipment in the two operating  segments during both years.
The Company  continues to invest in machinery and equipment,  tooling,  patterns
and molds to improve  efficiency  and  maintain  our  position as leaders in the
markets that we serve.

        Financing  activities during the fiscal year ended January 31, 2003 used
$3.2 million of available  resources  compared to $4.4 million  during the prior
fiscal year.  The 2003  activity is the result of the payment of quarterly  cash
dividends  amounting to $2.0 million (net of $0.1 million of dividends  returned
to the  Company  in the form of stock  purchases  under the  Company's  Dividend
Reinvestment Plan),  reduction of long-term debt totalling $1.2 million, and the
purchase of treasury stock totalling $0.3 million,  offset by proceeds  received
by the exercise of stock options amounting to $0.4 million.

        The  Company  paid $1.2  million of  scheduled  debt  during the current
fiscal year.  The  percentage  of  long-term  debt to equity at January 31, 2003
decreased to 12.7% compared to 14.2% at January 31, 2002.

        During the fiscal year ended January 31, 2003,  the Company  repurchased
an aggregate of 19,941  shares at a cost of $0.3 million under the 300,000 share
stock repurchase program authorized on December 15, 2000.



                                       14
<PAGE>

        The Board of Directors declared  quarterly  dividends of $.085 per share
payable on March 8, 2002,  June 7, 2002 and September 6, 2002 to stockholders of
record at the close of business on February  22,  2002,  May 24, 2002 and August
23, 2002,  respectively,  and a quarterly  dividend of $.09 per share payable on
December 9, 2002 to  stockholders of record as of November 29, 2002. On December
19,  2002,  the Board of  Directors  declared a  quarterly  dividend of $.09 per
share,  which was paid on March 10, 2003 to  stockholders of record at the close
of business on February 21, 2003.

        The Company  accounts for its defined  benefit plans in accordance  with
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  87,  "Employers'
Accounting for  Pensions".  SFAS No. 87 requires a liability  ("minimum  pension
liability") be recorded when the accumulated benefit obligation exceeds the fair
value of plan assets. The Company has recently experienced a decline in the fair
market value of assets in the Company's non-contributory defined benefit pension
plan trust.  This decline is due, in large part, to the  generally  weak economy
and general declines in the market value of investments.  In connection with the
decline in the fair  market  value of these  assets,  at January 31,  2003,  the
Company recorded an after-tax charge to stockholders' equity of $0.1 million.

        As part of our  commitment  to the  future,  the Company  expended  $0.6
million and $1.0 million on research and  development for the fiscal years ended
January 31, 2003 and 2002, respectively.

        The  Company  will  continue  to invest in new  product  development  to
maintain  and  enhance  its  competitive  position  in the  markets  in which we
participate.  Capital expenditures will be made to support operations and expand
our  capacity to meet market  demands.  The Company  intends to finance  capital
expenditures  in the coming year  through  cash flows from  operations  and will
secure third party financing, when deemed appropriate.


Recent Accounting Pronouncements:

        In  December  2002,  the FASB  issued  SFAS  No.  148,  "Accounting  for
Stock-Based   Compensation   -  Transition  and   Disclosure",   which  provides
alternative  methods of  transition  for a voluntary  change to fair value based
method of accounting for stock-based employee compensation as prescribed in SFAS
No. 123.  Additionally,  SFAS No. 148 requires more  prominent and more frequent
disclosures   in  financial   statements   about  the  effects  of   stock-based
compensation.  The  provisions of this  Statement are effective for fiscal years
ending after December 15, 2002.  Management does not expect the adoption of this
Statement  to have a material  impact on the  Company's  financial  condition or
results of operations.


Critical Accounting Policies and Estimates:

        Management's  discussion  and  analysis of its  financial  position  and
results  of  operations  are based  upon the  Company's  consolidated  financial
statements,  which have been prepared in accordance with  accounting  principles
generally  accepted in the United States.  The  preparation  of these  financial
statements requires management to make estimates and assumptions that affect the
reported  amounts of assets,  liabilities,  revenue  and  expenses  and  related
disclosure of contingent  assets and  liabilities.  The  significant  accounting
policies  which we believe are the most  critical to aid in fully  understanding
and evaluating our reported financial results include the following:

        The  Company's  revenues  are  recognized  when  products are shipped to
unaffiliated   customers.   The  Securities  and  Exchange   Commission's  Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition", provides guidance on
the application of generally accepted accounting  principles to selected revenue
recognition  issues.  The Company  has  concluded  that its revenue  recognition
policy is  appropriate  and in accordance  with  generally  accepted  accounting
principles and SAB No. 101.

        Property,  plant and equipment,  intangible and certain other long-lived
assets are depreciated  and amortized over their useful lives.  Useful lives are
based on  management's  estimates  of the period that the assets  will  generate
revenue.  Intangible  assets are  reviewed  for  impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  In accordance with SFAS No.142,  "Goodwill and Other Intangible
Assets", which supersedes Accounting Principles Board ("APB") No.17, "Intangible
Assets",  effective February 1, 2002, the Company's unamortized goodwill balance
is not being  amortized  over its  estimated  useful life;  rather,  it is being
assessed at least annually for impairment.

        The  determination of our obligation and expense for pension benefits is
dependent  on  our  selection  of  certain  assumptions  used  by  actuaries  in
calculating  such  amounts.  Those  assumptions  are described in Note 10 to the
consolidated  financial statements and include, among others, the discount rate,
expected  long-term  rate of return on plan  assets  and  rates of  increase  in
compensation.  In accordance  with  generally  accepted  accounting  principles,
actual results that differ from our  assumptions  are  accumulated and amortized
over future periods and therefore,  generally affect our recognized  expense and
recorded obligation in such future periods.


                                       15
<PAGE>

While we believe that our assumptions are appropriate,  significant  differences
in  our  actual  experience  or  significant  changes  in  our  assumptions  may
materially affect our pension obligations and our future expense.


Factors that May Affect Future Results:

        Met-Pro's prospects are subject to certain  uncertainties and risk. This
Annual  Report on Form 10-K also  contains  certain  forward-looking  statements
within the meaning of the Federal securities laws.  Met-Pro's results may differ
materially from its current  results and actual results could differ  materially
from those  suggested in the  forward-looking  statements as a result of certain
risk factors, including but not limited to those set forth below, other one time
events,  other important factors  disclosed  previously and from time to time in
Met-Pro's other filings with the Securities and Exchange Commission.

        The following important factors, along with those discussed elsewhere in
this Annual Report, could affect future results and could cause those results to
differ materially from those expressed in the forward-looking statements:

o   materially  adverse changes in economic  conditions in the markets served by
    us or in  significant  customers  of ours;
o   material changes in available technology;
o   changes  in  our  accounting  rules  promulgated  by  regulatory   agencies,
    including the SEC, which could result in an impact on earnings;
o   the  write-down  of costs in excess of net  assets  of  businesses  acquired
    (goodwill),  as a result of the determination  that the acquired business is
    impaired;
o   unexpected results in our product development activities;
o   loss of key customers;
o   changes in product mix;
o   changes in our existing management;
o   exchange rate fluctuations;
o   changes in federal, state laws and regulations;
o   lower than anticipated return on investments,  which could affect the amount
    of the Company's pension  liabilities;
o   the assertion of litigation  claims that the Company's  products,  including
    products produced by companies acquired by the Company, infringe third party
    patents or have caused injury, loss or damage;
o   adverse  developments in the asbestos cases that have been filed against the
    Company,   including  without  limitations   adverse   developments  in  the
    availability of insurance coverage in these cases;
o   the effect of acquisitions and other strategic ventures;
o   failure  to  properly  quote  and/or  execute  customer  orders,   including
    misspecifications, design, engineering or production errors;
o   losses related to international sales; and/or
o   failure in execution of acquisition strategy.


Item 7A. Quantitative and Qualitative Disclosure About Market Risks:

         We have no disclosure to make with respect to this Item.


Item 8. Financial Statements and Supplementary Data:

        Index to Consolidated Financial Statements and Supplementary Data:

<TABLE>
<CAPTION>
                                                                                                                           Page
          Consolidated Financial Statements:                                                                               ----
<S>                                                                                                                        <C>
               Independent Auditor's Report ............................................................................... 17
               Consolidated Statement of Operations........................................................................ 18
               Consolidated Balance Sheet.................................................................................. 19
               Consolidated Statement of Cash Flows........................................................................ 20
               Consolidated Statement of Stockholders' Equity.............................................................. 21
               Consolidated Business Segment Data ......................................................................... 22
               Notes to Consolidated Financial Statements ................................................................. 23

          Supplementary Data:
               Quarterly Financial Data ................................................................................... 37
</TABLE>



                                       16
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
Met-Pro Corporation
Harleysville, Pennsylvania

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Met-Pro
Corporation and its  wholly-owned  subsidiaries as of January 31, 2003 and 2002,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period  ended  January  31,  2003.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Met-Pro Corporation
and its  wholly-owned  subsidiaries  as of January  31,  2003 and 2002,  and the
results of their  operations and their cash flows for each of the three years in
the period  ended  January 31, 2003 in  conformity  with  accounting  principles
generally accepted in the United States of America.

As  discussed  in Note 1 to the  consolidated  financial  statements,  effective
February  1,  2002,  the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 142, "Goodwill and Other Intangible Assets".


                                                     /s/ Margolis & Company P.C.
                                                     ---------------------------

Bala Cynwyd, Pennsylvania
February 21, 2003

                                       17
<PAGE>
<TABLE>
<CAPTION>
                                                       MET-PRO CORPORATION
                                               CONSOLIDATED STATEMENT OF OPERATIONS

                                                                       Years ended January 31,
                                                           2003                  2002                2001
-------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                   <C>                 <C>
Net sales                                              $69,619,382           $70,088,446         $81,203,550
Cost of goods sold                                      45,439,557            46,060,214          53,242,396
-------------------------------------------------------------------------------------------------------------
Gross profit                                            24,179,825            24,028,232          27,961,154
-------------------------------------------------------------------------------------------------------------

Operating expenses
  Selling                                                7,139,082             6,998,234           7,043,540
  General and administrative                             7,885,757             7,578,073           8,403,728
-------------------------------------------------------------------------------------------------------------
                                                        15,024,839            14,576,307          15,447,268
-------------------------------------------------------------------------------------------------------------
Income from operations                                   9,154,986             9,451,925          12,513,886

Interest expense                                          (505,394)             (557,855)           (694,112)
Other income, net                                          278,126               852,885             524,729
-------------------------------------------------------------------------------------------------------------
Income before taxes                                      8,927,718             9,746,955          12,344,503

Provision for taxes                                      3,039,339             3,557,638           4,570,783
-------------------------------------------------------------------------------------------------------------
Net income                                              $5,888,379            $6,189,317          $7,773,720
=============================================================================================================

Earnings per share
  Basic                                                       $.95                 $1.01               $1.26
  Diluted                                                     $.95                 $1.01               $1.26
=============================================================================================================

Average number of common and
common equivalent shares outstanding
    Basic                                                6,179,618             6,109,141           6,152,325
    Diluted                                              6,221,496             6,143,837           6,173,437
=============================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.


                                       18
<PAGE>

                                             MET-PRO CORPORATION
                                          CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                        January 31,
ASSETS                                                                            2003                2002
--------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                 <C>
Current assets
  Cash and cash equivalents                                                   $13,429,367         $11,832,260
  Accounts receivable, net of allowance for
    doubtful accounts of approximately
    $263,000 and $229,000, respectively                                        12,217,315          10,465,069
  Inventories                                                                  13,374,128          13,701,676
  Prepaid expenses, deposits and other current assets                             979,714             911,457
  Deferred income taxes                                                           631,221             501,217
--------------------------------------------------------------------------------------------------------------
         Total current assets                                                  40,631,745          37,411,679

Property, plant and equipment, net                                             11,950,422          12,505,114
Costs in excess of net assets of businesses acquired, net                      20,798,913          17,780,767
Other assets                                                                      373,591             372,632
--------------------------------------------------------------------------------------------------------------
         Total assets                                                         $73,754,671         $68,070,192
==============================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------------
Current liabilities
  Current portion of long-term debt                                            $1,536,926          $1,231,469
  Accounts payable                                                              2,810,002           3,094,300
  Accrued salaries, wages and expenses                                          4,827,241           4,558,576
  Dividend payable                                                                559,167             517,070
  Customers' advances                                                              16,973             749,734
--------------------------------------------------------------------------------------------------------------
         Total current liabilities                                              9,750,309          10,151,149

Long-term debt                                                                  7,111,995           7,125,195
Other non-current liabilities                                                      36,621              34,424
Deferred income taxes                                                             809,861             480,030
--------------------------------------------------------------------------------------------------------------
         Total liabilities                                                     17,708,786          17,790,798
--------------------------------------------------------------------------------------------------------------
Commitments

Stockholders' equity
  Common stock, $.10 par value; 18,000,000 shares
     authorized, 7,226,303 and 7,219,165 shares issued,
     of which 1,009,934 and 1,135,993 shares were reacquired
     and held in treasury at the respective dates                                 722,630             721,916
  Additional paid-in capital                                                    8,196,782           7,879,368
  Retained earnings                                                            59,705,267          55,990,079
  Accumulated other comprehensive loss                                           (541,959)           (827,737)
  Treasury stock, at cost                                                     (12,036,835)        (13,484,232)
--------------------------------------------------------------------------------------------------------------
         Total stockholders' equity                                            56,045,885          50,279,394
--------------------------------------------------------------------------------------------------------------
         Total liabilities and stockholders' equity                           $73,754,671         $68,070,192
==============================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                       MET-PRO CORPORATION
                                              CONSOLIDATED STATEMENT OF CASH FLOWS


                                                                          Years ended January 31,
                                                                  2003            2002            2001
-----------------------------------------------------------------------------------------------------------

                                        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<S>                                                             <C>             <C>             <C>
Cash flows from operating activities
   Net income                                                   $5,888,379      $6,189,317      $7,773,720
   Adjustments to reconcile net income to net
         cash provided by operating activities:
     Depreciation and amortization                               1,559,357       2,046,007       2,222,655
     Deferred income taxes                                         379,874         155,419         256,998
     (Gain) loss on sales of property and equipment, net            (5,247)       (472,895)         12,656
     Allowance for doubtful accounts                                34,188          10,721          (6,576)
     (Increase) decrease in operating assets,
         net of acquisition
       Accounts receivable                                      (1,420,024)      3,658,676        (515,006)
       Inventories                                                 591,932        (687,317)        631,810
       Prepaid expenses and other current assets                   (52,207)        115,808          92,357
       Other assets                                                 (8,408)         (8,092)        (52,309)
     Increase (decrease) in operating liabilities,
         net of acquisition
       Accounts payable and accrued expenses                      (406,094)     (2,933,944)       (181,137)
       Customers' advances                                        (732,761)        140,289        (270,987)
       Other non-current liabilities                                 2,197          87,578          83,664
-----------------------------------------------------------------------------------------------------------
       Net cash provided by operating activities                 5,831,186       8,301,567      10,047,845
-----------------------------------------------------------------------------------------------------------

Cash flows from investing activities
   Proceeds from sales of property and equipment                    19,347       1,095,456           2,000
   Acquisitions of property and equipment                         (752,125)     (1,631,356)     (1,023,682)
   Payment for purchase of acquisition                            (465,673)              -               -
-----------------------------------------------------------------------------------------------------------
       Net cash (used in) investing activities                  (1,198,451)       (535,900)     (1,021,682)
-----------------------------------------------------------------------------------------------------------

Cash flows from financing activities
   Proceeds from new borrowing                                      16,373               -               -
   Reduction of debt                                            (1,235,974)     (1,741,711)     (2,008,940)
   Exercise of stock options                                       353,229       1,092,253               -
   Payment of dividends                                         (2,029,579)     (1,934,132)     (1,806,361)
   Purchase of treasury shares                                    (289,218)     (1,793,435)     (3,018,786)
-----------------------------------------------------------------------------------------------------------
       Net cash (used in) financing activities                  (3,185,169)     (4,377,025)     (6,834,087)
-----------------------------------------------------------------------------------------------------------
 Effect of exchange rate changes on cash                           149,541         (66,427)        (13,587)
-----------------------------------------------------------------------------------------------------------
 Net increase in cash and cash equivalents                       1,597,107       3,322,215       2,178,489

 Cash and cash equivalents at beginning of year                 11,832,260       8,510,045       6,331,556
-----------------------------------------------------------------------------------------------------------
 Cash and cash equivalents at end of year                      $13,429,367     $11,832,260      $8,510,045
===========================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.

                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                       MET-PRO CORPORATION
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


                                                                                        Accumulated
                                                          Additional                       Other
                                               Common      Paid-in        Retained     Comprehensive       Treasury
                                               Stock       Capital        Earnings     Income/(Loss)        Stock          Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>            <C>             <C>            <C>             <C>
Balances, January 31, 2000                   $718,919     $7,973,873      $46,087,476    ($403,993)     ($10,169,942)   $44,206,333
Comprehensive income:
   Net income                                       -              -        7,773,720            -                 -
   Cumulative translation adjustment                -              -                -      (87,170)                -
      Total comprehensive income                                                                                          7,686,550
Dividends paid, $.32 per share                      -              -       (1,462,727)           -                 -     (1,462,727)
Dividend declared, $.085 per share                  -              -         (517,669)           -                 -       (517,669)
Proceeds from issuance of common
   stock under dividend reinvestment
   plan (17,389 shares)                         1,739        165,926                -            -                 -        167,665
Purchase of 318,476 shares of
   treasury stock                                   -              -                -            -        (3,018,786)    (3,018,786)
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 2001                    720,658      8,139,799       51,880,800     (491,163)      (13,188,728)    47,061,366

Comprehensive income:
   Net income                                       -              -        6,189,317            -                 -
   Cumulative translation adjustment                -              -                -     (231,570)                -
   Interest rate swap, net of tax of $60,357        -              -                -     (105,004)                -
        Total comprehensive income                                                                                        5,852,743

Dividends paid, $.34 per share                      -              -       (1,562,968)           -                 -     (1,562,968)
Dividend declared, $.085 per share                  -              -         (517,070)           -                 -       (517,070)
Proceeds from issuance of common
   stock under dividend reinvestment
   plan (12,582 shares)                         1,258        145,247                -            -                 -        146,505
Stock option transactions                           -       (405,678)               -            -         1,497,931      1,092,253
Purchase of 145,590 shares of
   treasury stock                                   -              -                -            -        (1,793,435)    (1,793,435)
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 2002                    721,916      7,879,368       55,990,079     (827,737)      (13,484,232)    50,279,394
Comprehensive income:
   Net income                                       -              -        5,888,379            -                 -
   Cumulative translation adjustment                -              -                -      617,563                 -
   Interest rate swap, net of tax of $109,056       -              -                -     (202,802)                -
   Minimum pension liability adjustment,
      net of tax of $70,991                         -              -                -     (128,983)                -
        Total comprehensive income                                                                                        6,174,157
Issuance of treasury stock for acquisition
  of business                                       -        250,782                -            -         1,349,218      1,600,000
Dividends paid, $.345 per share                     -              -       (1,614,024)           -                 -     (1,614,024)
Dividend declared, $.09 per share                   -              -         (559,167)           -                 -       (559,167)
Proceeds from issuance of common
   stock under dividend reinvestment
   plan (7,138 shares)                            714        100,801                -            -                 -        101,515
Stock option transactions                           -        (34,169)               -            -           387,397        353,228
Purchase of 19,941 shares of
   treasury stock                                   -              -                -            -          (289,218)      (289,218)
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 2003                   $722,630     $8,196,782      $59,705,267    ($541,959)     ($12,036,835)   $56,045,885
====================================================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                          MET-PRO CORPORATION
                                  CONSOLIDATED BUSINESS SEGMENT DATA



                                                                Years ended January  31,
                                                           2003            2002          2001
-------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>           <C>
Net sales to unaffiliated customers
Product recovery/pollution control equipment           $46,094,834     $44,498,316   $51,650,730
Fluid handling equipment                                23,524,548      25,590,130    29,552,820
-------------------------------------------------------------------------------------------------
                                                       $69,619,382     $70,088,446   $81,203,550

   Includes foreign sales of:
   Product recovery/pollution control equipment         $4,777,495      $4,437,309    $7,787,437
   Fluid handling equipment                              5,907,012       6,598,746     8,846,889
-------------------------------------------------------------------------------------------------
                                                       $10,684,507     $11,036,055   $16,634,326
=================================================================================================

Income from operations
Product recovery/pollution control equipment            $6,039,173      $5,144,940    $7,066,793
Fluid handling equipment                                 3,115,813       4,306,985     5,447,093
-------------------------------------------------------------------------------------------------
                                                        $9,154,986      $9,451,925   $12,513,886
=================================================================================================

Depreciation and amortization expense
Product recovery/pollution control equipment              $859,590      $1,303,761    $1,450,025
Fluid handling equipment                                   699,767         742,246       772,630
-------------------------------------------------------------------------------------------------
                                                        $1,559,357      $2,046,007    $2,222,655
=================================================================================================

Capital expenditures
Product recovery/pollution control equipment              $301,437        $675,435      $442,662
Fluid handling equipment                                   315,409         746,241       448,685
-------------------------------------------------------------------------------------------------
                                                           616,846       1,421,676       891,347
Corporate                                                  135,279         209,680       132,335
-------------------------------------------------------------------------------------------------
                                                          $752,125      $1,631,356    $1,023,682
=================================================================================================

Identifiable assets at January 31
Product recovery/pollution control equipment           $41,396,626     $38,945,179   $40,274,449
Fluid handling equipment                                18,417,187      18,209,157    18,785,577
-------------------------------------------------------------------------------------------------
                                                        59,813,813      57,154,336    59,060,026
Corporate                                               13,940,858      10,915,856    10,091,315
-------------------------------------------------------------------------------------------------
                                                       $73,754,671     $68,070,192   $69,151,341
=================================================================================================
</TABLE>

The Company follows the practice of allocating general corporate expenses,
including depreciation and amortization expense, between the segments.


                                       22
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001


NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Nature of operations:

        The Company  manufactures and sells product  recovery/pollution  control
        equipment  for  purification  of air and  liquids,  and  fluid  handling
        equipment for corrosive, abrasive and high temperature liquids.

        Basis of presentation:

        The consolidated  financial  statements  include the accounts of Met-Pro
        Corporation   ("Met-Pro"  or  the   "Company")   and  its   wholly-owned
        subsidiaries,   Mefiag  B.V.,   Flex-Kleen  Canada  Inc.,   Strobic  Air
        Corporation  ("Strobic Air"), MPC Inc. and Pristine  Hydrochemical  Inc.
        Significant intercompany accounts and transactions have been eliminated.

        Use of estimates:

        The  preparation  of financial  statements in conformity  with generally
        accepted accounting principles requires management to make estimates and
        assumptions  that affect the reported  amounts of assets and liabilities
        and disclosure of contingent  assets and  liabilities at the date of the
        financial  statements and the reported  amounts of revenues and expenses
        during the  reporting  period.  Actual  results  could differ from those
        estimates.

        Foreign currency translation:

        Assets  and  liabilities  of  the  Company's  foreign  subsidiaries  are
        translated  at current  exchange  rates,  while  income and expenses are
        translated at average rates for the period. Translation gains and losses
        are  reported  as a  component  of  other  comprehensive  income  in the
        Statement of Stockholders' Equity.

        Inventories:

        Inventories  generally  are  stated  at the  lower of cost  (principally
        first-in, first-out) or market except for the inventory at the Dean Pump
        Division which is determined on the last-in,  first-out  basis (see Note
        4).

        Property, plant and equipment:

        Property,  plant  and  equipment  are  stated at cost.  Depreciation  is
        computed  principally by the straight-line  method over estimated useful
        lives.  Expenditures  for maintenance and repairs are charged to expense
        as incurred. Renewals and betterments are capitalized (see Note 5).

        Costs in excess of net assets of businesses acquired:

        In June 2001, the Financial  Accounting  Standards Board ("FASB") issued
        Statement of Financial  Accounting Standards ("SFAS") No. 141, "Business
        Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets".
        SFAS No. 141,  which was effective for business  combinations  completed
        after June 30, 2001, requires, among other things, that (1) the purchase
        method of accounting be used for all business combinations, (2) specific
        criteria  be  established  for  the  recognition  of  intangible  assets
        separately from goodwill and (3) additional  information  about acquired
        intangible assets be provided.  SFAS No. 142, which became effective for
        the Company as of February 1, 2002,  primarily  addresses the accounting
        for goodwill and  intangible  assets  subsequent  to their  acquisition.
        Among other  things it  requires  that  goodwill  not be  amortized  for
        financial  statement purposes;  instead,  management is required to test
        goodwill for  impairment at least  annually.  The Company  performed its
        annual  impairment  test in the second  quarter of the fiscal year ended
        January 31, 2003 using a fair value approach.  No impairment was present
        upon performing  this test. At January 31, 2003,  costs in excess of net
        assets of businesses acquired  associated with the Company's  reportable
        business segments totalled  $20,798,913.  The Company cannot predict the
        occurrence of certain events that might adversely  affect the reportable
        value of costs in excess of net assets of businesses acquired.

                                       23
<PAGE>
<TABLE>
<CAPTION>

                                              MET-PRO CORPORATION
                                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


        If SFAS No. 142 had been in effect  during the years  ended  January 31,
        2002 and 2001, the Company's  earnings would have been improved  because
        of reduced amortization, as described below:

                                                                                   January 31,
                                                                   2003                 2002            2001
        <S>                                                      <C>                  <C>             <C>
        ---------------------------------------------------------------------------------------------------------
        Net income as reported                                   $5,888,379           $6,189,317      $7,773,720
        Add: amortization                                                 -              314,775         312,294
        ---------------------------------------------------------------------------------------------------------
        Adjusted net income                                      $5,888,379           $6,504,092      $8,086,014
        =========================================================================================================

        Basic earnings per share as reported                           $.95                $1.01           $1.26
        Add: amortization                                                 -                  .05             .05
        ---------------------------------------------------------------------------------------------------------
        Adjusted basic earnings per share                              $.95                $1.06           $1.31
        =========================================================================================================

        Diluted earnings per share as reported                         $.95                $1.01           $1.26
        Add: amortization                                                 -                  .05             .05
        ---------------------------------------------------------------------------------------------------------
        Adjusted diluted earnings per share                            $.95                $1.06           $1.31
        =========================================================================================================
</TABLE>

        The changes in the  carrying  amount of costs in excess of net assets of
        businesses  acquired  by  business  segment  for the  fiscal  year ended
        January 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                                             Product Recovery/
                                                             Pollution Control     Fluid Handling
                                                                 Equipment            Equipment         Total
        <S>                                                     <C>                  <C>             <C>
        ---------------------------------------------------------------------------------------------------------
        Balance as of February 1, 2002                          $16,048,285          $1,732,482      $17,780,767
        Goodwill acquired during the period                       3,018,146                   -        3,018,146
        ---------------------------------------------------------------------------------------------------------
        Balance as of January 31, 2003                          $19,066,431          $1,732,482      $20,798,913
        =========================================================================================================
</TABLE>

        Revenue  recognition:

        Revenues are generally recognized when products are shipped.

        Advertising:

        Advertising  costs are charged to  operations  in the year  incurred and
        were  $1,299,908,  $1,403,366 and $1,344,231 for the years ended January
        31, 2003, 2002 and 2001, respectively.

        Research and development:

        Research and  development  costs are charged to  operations  in the year
        incurred  and were  $624,098,  $979,813 and $788,777 for the years ended
        January 31, 2003, 2002 and 2001, respectively.

        Earnings per share:

        Basic  earnings  per share are computed  based on the  weighted  average
        number of common shares outstanding during each year.

        Diluted  earnings per share are computed  based on the weighted  average
        number of shares  outstanding plus all potential  dilutive common shares
        outstanding (stock options) during each year.

                                       24
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


        Dividends:

        On December 19, 2002,  the Board of Directors  declared a $.09 per share
        quarterly  cash dividend  payable on March 10, 2003 to  stockholders  of
        record on February 21, 2003, amounting to $559,167.

        Stock options:

        The  Company   accounts  for  stock  options  under  the  provisions  of
        Accounting  Principles  Board Opinion  ("APB") No. 25,  "Accounting  for
        Stock Issued to Employees" and related  interpretations.  Accounting for
        the  issuance  of stock  options  under  the  provisions  of APB No.  25
        typically does not result in compensation  expense for the Company since
        the  exercise  price of options is  normally  established  at the market
        price of the Company's  Common Stock on the date granted.  SFAS No. 123,
        "Accounting  for  Stock-Based  Compensation",  provides that the related
        expense  may be recorded in the basic  financial  statements  or the pro
        forma effect on earnings may be disclosed in the financial statements.

        Pro forma  information  regarding  net income and  earnings per share is
        required  by SFAS  No.  123,  which  requires  that the  information  be
        determined  as if we had  accounted  for our  stock  options  under  the
        fair value method. The fair value for these options was estimated at the
        date of grant using the  Black-Scholes  pricing model with the following
        assumptions:  risk-free  interest  rates  ranging  from  2.5%  to  5.9%,
        dividend  yield  ranging from 2.8% to 3.9%,  expected  volatility of the
        market price of the Company's  Common Stock ranging from 26% to 30%, and
        an expected option life of five years.

        The risk-free  interest rate is based on five-year  treasury bill rates.
        For the purposes of pro forma  disclosures,  the estimated fair value of
        the options is amortized to expense over the options' vesting periods.

        The pro forma information compared to reported information for the three
        years ended January 31 is presented in the following table:

<TABLE>
<CAPTION>

                                               2003             2002            2001
                                         -----------------------------------------------
        <S>                                 <C>              <C>             <C>
        Net income:
           As reported                      $5,888,379       $6,189,317      $7,773,720
           Pro forma                         5,788,478        6,097,825       7,709,076
        Basic earnings per share:
           As reported                            $.95            $1.01           $1.26
           Pro forma                               .94             1.00            1.25
        Diluted earnings per share:
           As reported                            $.95            $1.01           $1.26
           Pro forma                               .93              .99            1.25
                                         ===============================================
</TABLE>

        The pro forma effects of applying SFAS No. 123 to fiscal 2003,  2002 and
        2001 may not be representative of the pro forma effects in future years.
        Based on the vesting schedule of the Company's stock option grants,  the
        pro forma  effects on earnings  are most  pronounced  in the early years
        following  each grant.  The timing and magnitude of any future grants is
        at the  discretion  of the  Company's  Board of Directors  and cannot be
        assured.

        Non-employee  directors  of the  Company are  eligible to receive  stock
        options for Common Stock. These stock options are accounted for the same
        as stock options granted to employees.

                                       25
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


        Concentrations of credit risk:

        Financial   instruments  which   potentially   subject  the  Company  to
        concentrations  of credit risk consist of cash and cash equivalents (see
        Note  2),  and  trade   accounts   receivable.   The  Company   believes
        concentrations of accounts receivable credit risk are limited due to the
        number of  customers,  and  dispersion  among the business  segments and
        geographic  areas.  It  is  the  policy  of  management  to  review  the
        outstanding  accounts receivable at the end of each reporting period, as
        well as the bad debt  write-offs  experienced in the past, and establish
        an allowance for doubtful accounts for uncollectable amounts.


        Supplemental cash flow information:

                                          2003           2002           2001
        -----------------------------------------------------------------------
        Cash paid during the year for:
                Interest                $465,728       $560,697       $819,054
                Income taxes          $2,732,862     $3,431,219     $3,689,100
        =======================================================================

        Recent accounting pronouncements:

        In  December  2002,  the FASB  issued  SFAS  No.  148,  "Accounting  for
        Stock-Based  Compensation - Transition and  Disclosure",  which provides
        alternative methods of transition for a voluntary change to a fair value
        based method of accounting  for  stock-based  employee  compensation  as
        prescribed  in SFAS No. 123.  Additionally,  SFAS No. 148 requires  more
        prominent and more frequent  disclosures in financial  statements  about
        the  effects  of  stock-based  compensation.   The  provisions  of  this
        Statement are effective for fiscal years ending after December 15, 2002.
        Management  does not expect the  adoption  of this  Statement  to have a
        material  impact on the  Company's  financial  condition  or  results of
        operations.

        Reclassifications:

        Certain reclassifications have been made to the financial statements for
        the fiscal year ended January 31, 2002 to conform with the  presentation
        of the financial  statements for the fiscal year ended January 31, 2003.
        Such  reclassifications  did not have any impact on stockholders' equity
        and net income as of and for the year ended January 31, 2002.


NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

        Cash and cash equivalents:

        Short-term  investments at January 31, 2003 and 2002 were valued at cost
        (approximating  market) and  amounted to  $12,526,044  and  $10,686,472,
        respectively.  Short-term  investments consist principally of commercial
        paper with an original  maturity of six months or less, and money market
        funds, both of which are considered to be cash equivalents.  The Company
        evaluates  the  creditworthiness  of  the  financial   institutions  and
        financial instruments in which it invests.



                                       26
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


        Debt:

        The fair value and carrying amount of long-term debt was as follows:

                                                        January 31,
                                                 2003                 2002
        ----------------------------------------------------------------------
        Fair value                            $8,693,870           $8,350,325
        Carrying amount                        8,648,921            8,356,664
        ======================================================================


        Valuations for long-term debt are  determined  based on borrowing  rates
        currently  available  to the  Company for loans with  similar  terms and
        maturities.

        The  Company  uses an interest  rate swap (see Note 6) to  minimize  its
        exposure  to  fluctuations   in  interest   rates.   The  interest  rate
        differential  to be paid or received  under this agreement is recognized
        over the term of the loan and is included in interest expense.

        The Company's financial instruments are not held for trading purposes.


NOTE 3: ACQUISITION OF BUSINESS

        Effective May 22, 2002,  the Company,  pursuant to an Agreement and Plan
        of Merger,  acquired 100% of the Common Stock of Pristine  Hydrochemical
        Inc. ("Pristine") for a purchase price of approximately $3,200,000.  The
        results of Pristine's  operations have been included in the consolidated
        financial  statements since that date. The acquisition was accounted for
        as a purchase transaction.  Pristine sells water treatment chemicals and
        services to  municipal  water  utilities,  and boiler and water  cooling
        chemicals  and services to  industrial  and  commercial  markets.  It is
        expected that Pristine will  complement  the operations of the Company's
        Stiles-Kem Division.

        The  acquisition was completed by issuing Common Stock from the treasury
        valued at  $1,600,000  (113,475  shares),  a cash  payment of  $400,000,
        promissory  notes payable for $1,200,000,  plus  acquisition  costs. The
        notes are payable over a four-year  period in  installments  of $300,000
        annually,  plus interest at a fixed rate of 4.75% (see Note 6). Goodwill
        totalling approximately $3,018,000 was acquired.

        The  following  unaudited pro forma  summary  presents the  consolidated
        results of  operations  for the fiscal years ended  January 31, 2003 and
        2002 as if the Company had acquired Pristine on February 1, 2001:


                                                        January 31,
                                                 2003                 2002
                                         -------------------------------------
        Net sales                            $70,391,540          $72,306,135
        Income before taxes                    9,085,238           10,199,364
        Net income                             5,996,257            6,476,596

        Earnings per share, basic                   $.97                $1.06
        Earnings per share, diluted                 $.96                $1.05
                                         =====================================



                                       27
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


NOTE 4: INVENTORIES

        Inventories consisted of the following:

                                                        January 31,
                                                2003                  2002
        ----------------------------------------------------------------------
        Raw materials                        $7,066,298            $7,369,965
        Work in process                       1,366,127             1,559,273
        Finished goods                        4,941,703             4,772,438
        ----------------------------------------------------------------------
                                            $13,374,128           $13,701,676
        ======================================================================

        At  January  31,  2003 and  2002,  inventories  valued  at the  last-in,
        first-out method ("LIFO") were $2,257,859 and $2,211,522,  respectively.
        The  LIFO  value of  inventories  was  lower  than  replacement  cost by
        $942,516 and $909,793 at January 31, 2003 and 2002, respectively.

        The  book  basis  of  LIFO   inventories   exceeded  the  tax  basis  by
        approximately  $1,026,000  at both January 31, 2003 and 2002 as a result
        of applying the  provisions of Accounting  Principles  Board Opinion No.
        16,  "Business  Combinations",  to an  acquisition  completed in a prior
        year.


NOTE 5: PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consisted of the following:

                                                   January 31,
                                               2003          2002
        ------------------------------------------------------------
        Land                               $2,057,581    $1,963,882
        Buildings and improvements         11,040,510    10,808,463
        Machinery and equipment            11,324,083    10,391,578
        Furniture and fixtures              4,485,052     4,300,390
        Automotive equipment                  982,895     1,016,212
        Construction in progress               87,059       619,089
        ------------------------------------------------------------
                                           29,977,180    29,099,614
        Less accumulated depreciation      18,026,758    16,594,500
        ------------------------------------------------------------
                                          $11,950,422   $12,505,114
        ============================================================

        Depreciation  of property,  plant and  equipment  charged to  operations
        amounted to $1,486,083, $1,461,478 and $1,454,467 for the years ended in
        2003, 2002 and 2001, respectively.



                                       28
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


NOTE 6: DEBT

        Short-term debt:

        The Company has available both domestic and foreign  unsecured  lines of
        credit totalling  $5,000,000 which can be used for working capital.  The
        lines of credit were not used during either year.

        Long-term debt:

        Long-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                                January 31,
                                                          2003               2002
        ----------------------------------------------------------------------------
        <S>                                            <C>                <C>
        Note payable, bank, payable in
            quarterly installments of $300,000,
            plus interest at a fixed rate swap of
            5.98%, maturing October, 2008              $6,900,000         $8,100,000

        Various equipment notes, payable in monthly
            installments ranging from $455 to
            $1,074, maturing November
            2004 through March 2005, no
            interest                                       71,702             91,303

        Notes payable, payable in annual
            installments of $300,000, plus
            interest at a fixed rate of 4.75%,
            maturing May, 2006                          1,200,000                  -
        -----------------------------------------------------------------------------
                                                        8,171,702          8,191,303
        Less current portion                            1,536,926          1,231,469
        -----------------------------------------------------------------------------
                                                        6,634,776          6,959,834
        Fair market value of interest rate
            swap liability                                477,219            165,361
        -----------------------------------------------------------------------------
        Long-term portion                              $7,111,995         $7,125,195
        =============================================================================
</TABLE>
        The note  payable,  bank is  subject  to  certain  covenants,  including
        maintenance of prescribed  amounts of leverage and fixed charge coverage
        ratios.


                                       29
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


        Maturities of long-term debt are as follows:

                        Year Ending
                        January 31,
        ---------------------------------------------------------------
                           2004                       $1,536,926
                           2005                        1,533,866
                           2006                        1,500,910
                           2007                        1,500,000
                           2008                        1,200,000
                        Thereafter                       900,000
        ---------------------------------------------------------------
                                                      $8,171,702
        ===============================================================

        Interest expense was $505,394, $557,855 and $694,112 for the years ended
        in 2003, 2002 and 2001, respectively.


NOTE 7: STOCKHOLDERS' EQUITY

        On  December  15,  2000,  the Company  announced  a 300,000  share stock
        repurchase  program,  which began after the Company's  February 21, 2000
        stock  repurchase  program was  completed.  During the fiscal year ended
        January 31, 2003,  the Company  repurchased  19,941 shares of its Common
        Stock at a cost of $0.3  million.  At January 31, 2003,  the Company had
        the authority to repurchase  230,968  shares under the December 15, 2000
        stock repurchase program.

        The Company has a Shareholders'  Rights Plan,  under which the Company's
        Board of  Directors  declared a dividend  of one Right for each share of
        Company Common Stock owned. The Plan provides,  under certain conditions
        involving  acquisition  of the Company's  Common Stock,  that holders of
        Rights,  except for the acquiring entity,  would be entitled to purchase
        shares of Common Stock of the Company,  or acquiring  company,  having a
        value of twice the Rights'  exercise  price.  The Rights  under the Plan
        expire in 2010.


NOTE 8: INCOME TAXES

        The provision for income taxes was comprised of the following:

                                   2003              2002              2001
        -----------------------------------------------------------------------
        Current
           Federal              $2,291,842        $2,675,479        $3,408,005
           State                   275,729           552,851           662,757
           Foreign                  91,894           173,889           243,023
        -----------------------------------------------------------------------
                                 2,659,465         3,402,219         4,313,785
        Deferred                   379,874           155,419           256,998
        -----------------------------------------------------------------------
                                $3,039,339        $3,557,638        $4,570,783
        =======================================================================


                                       30
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


        Deferred   income  taxes   reflect  the  net  tax  effect  of  temporary
        differences  between the carrying  amounts of assets and liabilities for
        financial  reporting  purposes  and the  amounts  used  for  income  tax
        purposes.   Significant  components  of  the  net  deferred  tax  assets
        (liabilities) were as follows:
<TABLE>
<CAPTION>
                                                            2003                2002
        -------------------------------------------------------------------------------
        <S>                                              <C>                <C>
        Deferred tax assets
           Inventory cost capitalization                  $152,674            $163,501
           Pension cost                                    639,327             597,996
           Non-compete agreements                          395,783             463,236
           Excess of tax over book basis of
               property acquired in acquisition              8,954                   -
           Other                                           449,226             181,374
        -------------------------------------------------------------------------------
               Total deferred tax assets                 1,645,964           1,406,107
        -------------------------------------------------------------------------------

        Deferred tax liabilities
           Accelerated depreciation                        478,219             308,424
           Inventory - Dean Pump Division                  364,438             374,706
           Excess of book over tax basis of
               property acquired in acquisitions                 -               8,893
           Goodwill                                        981,947             692,897
        -------------------------------------------------------------------------------
               Total deferred tax liabilities            1,824,604           1,384,920
        -------------------------------------------------------------------------------
               Net deferred tax assets/(liabilities)     ($178,640)            $21,187
        ===============================================================================
</TABLE>

        A  reconciliation  of the  federal  statutory  rate  and  the  Company's
        effective tax rate is presented as follows:

<TABLE>
<CAPTION>

                                                                2003                     2002                       2001
        ----------------------------------------------------------------------------------------------------------------------
        <S>                                          <C>            <C>        <C>            <C>        <C>             <C>
        Computed expected
          tax expense
          (federal)                                  $3,035,424     34.0%      $3,313,965     34.0%      $4,197,131      34.0%

        State income taxes,
          net of federal
          income tax benefit                            188,981      2.1          306,012      3.2          403,528       3.2
        Other                                          (185,066)    (2.1)         (62,339)     (.7)         (29,876)      (.2)
        ----------------------------------------------------------------------------------------------------------------------
        Effective income taxes                       $3,039,339     34.0%      $3,557,638     36.5%      $4,570,783      37.0%
        ======================================================================================================================
</TABLE>


NOTE 9: LEASES AND OTHER COMMITMENTS

        The Company has various real estate operating leases for warehouse space
        and office space for sales, general and administrative purposes.  Future
        minimum lease payments under these  non-cancelable  operating  leases at
        January  31, 2003 were as  follows:

                         2004                         $260,829
                         2005                          201,419
                         2006                          147,761
                         2007                          119,189
                         2008                          107,206

        Rental expense for the above operating  leases during the years ended in
        2003, 2002 and 2001 was $466,911, $474,910 and $411,929, respectively.



                                       31
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)

NOTE 10: EMPLOYEE BENEFIT PLANS

        Pension Plans:

        The Company has several defined benefit pension plans covering  eligible
        employees in the United States. The Company  contributes  amounts to the
        plans equal to the amounts that are tax deductible.

        A minimum  pension  liability  adjustment  was  recorded  in the  fourth
        quarter of the fiscal year ended January 31, 2003 as a liability  with a
        corresponding decrease to stockholders' equity. At January 31, 2003, the
        Company  recorded  an  after-tax  charge  to  stockholders'   equity  of
        $128,983.

        Net periodic pension cost (income) included the following components:

<TABLE>
<CAPTION>
                                                 2003            2002            2001
        --------------------------------------------------------------------------------
        <S>                                  <C>             <C>             <C>
         Service cost - benefits earned
            during the period                  $574,129        $570,695        $583,387
         Interest cost on projected
            benefit obligation                  881,278         836,860         788,141
         Expected return on assets           (1,064,136)     (1,178,322)     (1,158,685)
         Amortization                            31,332        (440,135)       (515,449)
        --------------------------------------------------------------------------------
                                               $422,603       ($210,902)      ($302,606)
        ================================================================================
</TABLE>

        The following table sets forth the plans' change in benefit obligations,
        change in plan assets and amounts  recognized in the  Company's  balance
        sheet at January 31, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                   2003                2002
        ---------------------------------------------------------------------------------------
        <S>                                                   <C>                  <C>
        Change in benefit obligation:
        Benefit obligation at beginning of year               $12,876,395          $10,532,088
            Service cost                                          574,129              570,695
            Interest cost                                         881,278              836,860
            Actuarial (gain) loss                                (302,479)             911,170
            Benefits paid                                        (666,722)            (634,258)
            Other                                                  44,698              659,840
        ---------------------------------------------------------------------------------------
        Benefit obligation at end of year                     $13,407,299          $12,876,395
        ---------------------------------------------------------------------------------------

        Change in plan assets:
        Fair value of plan assets at beginning of year        $12,125,268          $15,003,327
            Actual loss on plan assets                         (1,080,918)          (2,303,801)
            Employer contribution                                 460,000               60,000
            Benefits paid                                        (666,722)            (634,258)
        ---------------------------------------------------------------------------------------
        Fair value of plan assets at end of year              $10,837,628          $12,125,268
        ---------------------------------------------------------------------------------------

        Funded status                                         ($2,569,671)           ($751,127)
            Unrecognized actuarial (gain) loss                    130,739           (1,766,672)
            Unrecognized transition (asset)                      (112,920)            (123,435)
            Unrecognized prior service costs                      936,738              988,723
            Contribution after measurement date, prior year        15,000               15,000
        ---------------------------------------------------------------------------------------
        Net amount recognized                                 ($1,600,114)         ($1,637,511)
        ---------------------------------------------------------------------------------------

        Amounts recognized in the balance sheet consist of:
        Accrued benefit liability                             ($1,600,114)         ($1,637,511)
        =======================================================================================
</TABLE>


                                       32
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


        Assumptions used in the accounting for pension costs were:

                                             2003          2002          2001
        ----------------------------------------------------------------------
        Discount rate                        7.00%         7.00%         7.75%
        Rate of increase in
          compensation levels
          (where applicable)                 4.50%         4.50%         4.50%
        Expected long-term rate of
          return on assets                   9.00%         9.00%         8.00%
        ======================================================================

        Directors' Benefit Plan:

        The Company also  provides a  non-qualified  pension plan for  Directors
        which is  presently  unfunded.  The plan is designed to provide  pension
        benefits  based on the  category of the  Director and length of service.
        The aggregate benefit  obligation  payable in the future under the terms
        of the Plan was  $711,693  and  $708,881  at January  31, 2003 and 2002,
        respectively.  The amounts  applicable are included in the tables above.
        This plan was discontinued in December 1999 as to non-vested Directors.

        Defined Contribution Plan:

        The Company has a 401(k)  profit  sharing plan in which all employees of
        the Company in the United States are eligible to participate in the plan
        following  completion  of one  year of  service  and  attaining  age 21.
        Pursuant  to this  plan,  employees  can  contribute  up to 25% of their
        compensation to the Plan. The Company will match, in the form of Met-Pro
        Common  Stock,  up to  50% of the  employee's  contribution  up to 4% of
        compensation.  The Company provided for cash contributions to the 401(k)
        profit  sharing plan of $206,257,  $206,866 and $208,975,  for the years
        ended January 31, 2003, 2002 and 2001, respectively.

        Employees' Stock Ownership Trust:

        The Company  sponsors an employee  stock  ownership  plan under which it
        makes  discretionary  contributions  to the  trust  either in cash or in
        stock  of the  Company  for  salaried  employees  in the  United  States
        eligible to participate in the plan.  There were no contributions to the
        Employees'  Stock  Ownership  Trust for the fiscal  years ended in 2003,
        2002 and 2001. All shares are considered to be allocated to participants
        or to be released for  allocation to  participants,  and are included in
        the earnings per share computations.

        Stock Option Plans:

        In 1991,  the Board of Directors of the Company  approved a stock option
        plan covering  100,000 shares  (increased to 225,000 shares after giving
        effect to stock  splits and stock  dividends),  that was approved by the
        Company's  stockholders at the 1992 meeting of  stockholders  (the "1992
        Plan").  In 1997, the Board of Directors of the Company approved a stock
        option plan covering  350,000  shares that was approved by the Company's
        stockholders at the 1997 meeting of stockholders  (the "1997 Plan").  In
        2001, the Board of Directors of the Company approved an equity incentive
        plan  covering  350,000  shares  that  was  approved  by  the  Company's
        stockholders at the 2001 meeting of stockholders  (the "2001 Plan").  As
        of January 31,  2003,  the Company had not granted any options  from the
        2001 Plan.  All of these plans  contain  anti-dilution  provisions  that
        apply to stock splits and stock dividends declared by the Company.

                                       33
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)

        The status of the plans was as follows:

<TABLE>
<CAPTION>

        1992 Plan                                      2003                      2002                      2001
        ----------------------------------------------------------------------------------------------------------
<S>                                                   <C>                       <C>                       <C>
        Options outstanding, beginning                      -                   121,025                   121,025
           Grants                                           -                         -                         -
           Exercises                                        -                   113,525                         -
           Cancellations                                    -                     7,500                         -
        Options outstanding, ending                         -                         -                   121,025

        Options price range at January 31                   -                     $5.00                     $5.00
                                                                                    to                        to
                                                                                 $13.13                    $13.13

        Options exercisable at January 31                   -                         -                   121,025
        ----------------------------------------------------------------------------------------------------------
        Options available for grant at January 31           0                         0                         0


        1997 Plan                                      2003                      2002                      2001
        ----------------------------------------------------------------------------------------------------------
        Options outstanding, beginning                203,375                   132,075                   134,950
           Grants                                      93,500                    83,800                     1,325
           Exercises                                   32,525                    12,500                         -
           Cancellations                                3,800                         -                     4,200
        Options outstanding, ending                   260,550                   203,375                   132,075

        Options price range at January 31               $9.75                     $9.75                     $9.75
                                                          to                        to                        to
                                                       $15.50                    $15.50                    $15.50
        ----------------------------------------------------------------------------------------------------------
        Options exercisable at January 31             230,781                   145,655                    95,324
        ----------------------------------------------------------------------------------------------------------
        Options available for grant at January 31       9,425                   102,925                   186,725
        ==========================================================================================================
</TABLE>

        The weighted  average  exercise  prices of the Company's  employee stock
        option plans were as follows:

<TABLE>
<CAPTION>
                                                        2003                      2002                     2001
        ----------------------------------------------------------------------------------------------------------
<S>                                                   <C>                       <C>                      <C>
        Options outstanding, beginning                 $11.26                    $ 9.75                    $9.76
           Grants                                      $13.15                    $12.08                    $9.75
           Exercises                                   $10.86                    $ 8.67                        -
           Cancellations                               $12.87                    $13.13                    $9.88
        Options outstanding, ending                    $11.97                    $11.26                    $9.75
        ==========================================================================================================
</TABLE>












                                       34
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


NOTE 11:  OTHER INCOME, NET

          Other income, net, was comprised of the following:

                                              2003      2002        2001
        ------------------------------------------------------------------
        Gain/(loss) on sales of property
          and equipment                      $5,248  $472,895    ($12,656)
        Other, primarily interest income    272,878   379,990     537,385
        ------------------------------------------------------------------
                                           $278,126  $852,885    $524,729


NOTE 12: BUSINESS SEGMENT DATA

        The  Company's  operations  are  conducted in two  business  segments as
        follows: the manufacture and sale of product  recovery/pollution control
        equipment, and the manufacture and sale of fluid handling equipment.

        No  significant  intercompany  revenue is  realized  by either  business
        segment.  Interest income and expense are not included in the measure of
        segment  profit  reviewed  by  management.  Income  taxes  are  also not
        included  in  the  measure  of  segment  operating  profit  reviewed  by
        management.

        Financial information by business segment is shown on page 22.


NOTE 13: GEOGRAPHIC INFORMATION

        Transfers  between  geographic  areas  are  accounted  for at  cost  and
        consistent with rules and regulations of governing tax authorities. Such
        transfers  are  eliminated  in the  consolidated  financial  statements.
        Income from operations by geographic  segment  includes an allocation of
        general corporate  expenses.  Identifiable  assets are those that can be
        directly associated with the geographic area. Geographic information for
        the three years ended January 31 is presented in the following table:


<TABLE>
<CAPTION>
                                                     2003                   2002                   2001
        ---------------------------------------------------------------------------------------------------
        <S>                                      <C>                    <C>                    <C>
        Net sales:
            United States                        $58,934,875            $59,052,391            $64,569,224
            Foreign                               10,684,507             11,036,055             16,634,326
        ---------------------------------------------------------------------------------------------------
                                                 $69,619,382            $70,088,446            $81,203,550
        ===================================================================================================

        Income from operations:
            United States                         $8,093,077             $8,337,026            $10,822,911
            Foreign                                1,061,909              1,114,899              1,690,975
        ---------------------------------------------------------------------------------------------------
                                                  $9,154,986             $9,451,925            $12,513,886
        ===================================================================================================

        Total assets:
            United States                        $69,012,399            $63,813,498            $64,620,734
            Foreign                                4,742,272              4,256,694              4,530,607
        ---------------------------------------------------------------------------------------------------
                                                 $73,754,671            $68,070,192            $69,151,341
        ===================================================================================================
</TABLE>





                                       35
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2003, 2002 AND 2001 (Continued)


NOTE 14: CONTINGENCIES

        Recently there appears to have been a significant  increase,  in certain
        states,   in   asbestos-related   litigation   claims  against  numerous
        industrial  companies,  particularly  companies  in the pump  and  fluid
        handling industries.  During the last year, the Company was named as one
        of many  defendants  in a  number  of such  cases  filed in one of these
        states,  Mississippi.  The Company, along with the other defendants,  is
        alleged  to have  sold  products  containing  asbestos,  although  as of
        January 31, 2003, none of the Company's  products have been specifically
        identified by any plaintiff in any case as a cause of alleged  injuries.
        The Company  believes  that it has defenses to the claims that have been
        asserted. Although the Company is vigorously defending all of the cases,
        the amount  expended by the Company to date in responding to these cases
        has not been material, as most of the costs have been paid by insurance.
        Given the current status of these cases, it is not possible to determine
        the  Company's  potential  liability,  if any, and no provision has been
        made in the Company's financial statements for any such claims.

        In addition, the Company is party in a small number of legal proceedings
        arising out of the  ordinary  course of  business.  Management  does not
        currently  believe that these  proceedings  will  materially  impact the
        Company's results of operations, liquidity or financial condition.






















                                       36
<PAGE>

QUARTERLY FINANCIAL DATA (Unaudited)
<TABLE>
<CAPTION>
                                                                                      Earnings        Earnings
                                                                                      Per Share,      Per Share,
2002                            Net Sales          Gross Profit      Net Income         Basic          Diluted
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>              <C>                <C>             <C>
First Quarter                  $17,556,044          $6,417,658       $1,635,715         $.27            $.27
Second Quarter                  20,371,781           6,928,802        1,856,419          .30             .30
Third Quarter                   16,363,945           5,357,408        1,355,325          .22             .22
Fourth Quarter                  15,796,676           5,324,364        1,341,858          .22             .22

                                                                                      Earnings        Earnings
                                                                                      Per Share,      Per Share,
2003                            Net Sales          Gross Profit      Net Income         Basic          Diluted
-----------------------------------------------------------------------------------------------------------------
First Quarter                  $16,193,880          $5,528,831       $1,200,128         $.20            $.20
Second Quarter                  18,278,083           6,176,474        1,433,166          .23             .23
Third Quarter                   16,671,696           6,045,425        1,440,616          .23             .23
Fourth Quarter                  18,475,723           6,429,095        1,814,469          .29             .29
</TABLE>


Item 9. Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
        Financial Disclosure:

        During  the  period  since  before   February  1,  2001,  the  Company's
independent auditors have been the same firm.


                                    PART III


Item 10. Directors and Executive Officers of the Registrant:

        The  information  required by this Item (except for the  information set
forth on page 6 with respect to Executive  Officers of the Registrant) is hereby
incorporated  by  reference  to the  information  set forth  under the  captions
"Election of Directors" and "Security Ownership of Certain Beneficial Owners and
Management"  contained in the Company's  definitive Proxy Statement for its 2003
Annual  Meeting of  Stockholders,  to be filed with the  Securities and Exchange
Commission within 120 days following the end of the Company's fiscal year.


Item 11. Executive Compensation:

        The  information  required  by  this  Item  is  hereby  incorporated  by
reference to the information set forth under the caption "Executive Compensation
and Other Information" contained in the Company's definitive Proxy Statement for
its 2003 Annual  Meeting of  Stockholders,  to be filed with the  Securities and
Exchange  Commission  within 120 days following the end of the Company's  fiscal
year.


Item 12. Security Ownership of Certain Beneficial Owners and Management:

        The  information  required  by  this  Item  is  hereby  incorporated  by
reference to the information set forth under the caption "Security  Ownership of
Certain Beneficial Owners and Management"  contained in the Company's definitive
Proxy  Statement for its 2003 Annual Meeting of  Stockholders,  to be filed with
the Securities and Exchange  Commission within 120 days following the end of the
Company's fiscal year.


Item 13. Certain Relationships and Related Transactions:

        The  information  required  by  this  Item  is  hereby  incorporated  by
reference  to  the  information  set  forth  under  the  captions  "Election  of
Directors"  and "Certain  Business  Relationships"  contained  in the  Company's
definitive  Proxy Statement for its 2003 Annual Meeting of  Stockholders,  to be
filed with the Securities and Exchange  Commission within 120 days following the
end of the Company's fiscal year.


                                       37
<PAGE>

                                     PART IV


Item 14. Controls and Procedures:

        Within  the  ninety  (90) day  period  prior to the date of this  Annual
Report on Form 10-K, we carried out an evaluation,  under the supervision of and
with the  participation of our management  including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Rule 13a-14 and 15d-14 of the
Securities   Exchange  Act  of  1934  (the  "Exchange  Act").  Based  upon  that
evaluation,  the  Chief  Executive  Officer  and  the  Chief  Financial  Officer
concluded that our disclosures are effective in timely alerting them to material
information relating to us, including our consolidated subsidiaries, required to
be included in our Exchange Act filing.

        There have been no  significant  changes in our internal  controls or in
other factors that could significantly affect controls subsequent to the date we
carried out our evaluation.


Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K:

        A.  Financial statements:

            Financial  statements filed as part of this report are listed in the
            Index to Consolidated Financial Statements and Supplementary Data on
            page 16.

        B.  Reports on Form 8-K:

            The Company did not file any Current  Reports on Form 8-K during the
            fourth quarter of the fiscal year covered by this Annual Report.

        C.  Exhibits, Including Those Incorporated by Reference:

            See the Exhibit Index which follows.






















                                       38
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                      MET-PRO CORPORATION


  April 28, 2003                                By: /s/ Raymond J. De Hont
------------------                              --------------------------------
      Date                                            Raymond J. De Hont
                                                   Chief Executive Officer
                                                        and Director


Pursuant to the requirement of the Securities  Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.



       Signature                           Title                      Date
       ---------                           -----                    ---------

    /s/ William L. Kacin                 Chairman,                April 28, 2003
----------------------------
      William L. Kacin




   /s/ Raymond J. De Hont                President,               April 28, 2003
----------------------------          Chief Executive
      Raymond J. De Hont                Officer and
                                         Director


     /s/ Gary J. Morgan            Vice President-Finance,        April 28, 2003
----------------------------        Secretary, Treasurer,
       Gary J. Morgan              Chief Financial Officer,
                                  Chief Accounting Officer
                                        and Director


       /s/ Alan Lawley                      Director              April 28, 2003
----------------------------
         Alan Lawley


  /s/ Nicholas DeBenedictis                 Director              April 28, 2003
----------------------------
    Nicholas DeBenedictis


   /s/ Jeffrey H. Nicholas                  Director              April 28, 2003
----------------------------
    Jeffrey H. Nicholas


    /s/ Michael J. Morris                   Director              April 28, 2003
----------------------------
      Michael J. Morris


                                       39
<PAGE>

                               MET-PRO CORPORATION

                         CERTIFICATION UNDER SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Raymond J. De Hont, certify that:

     1.   I  have   reviewed   this  Annual  Report  on  Form  10-K  of  Met-Pro
          Corporation;

     2.   Based on my knowledge,  this Annual 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 Annual Report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  Annual  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 Annual 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
               Annual Report is being prepared;

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

          c)   presented  in  this  Annual  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 the
          audit  committee  of  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 Annual 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.


/s/ Raymond J. De Hont                                     April 28, 2003
-------------------------
Raymond J. De Hont
Chief Executive Officer

                                       40
<PAGE>

                               MET-PRO CORPORATION

                         CERTIFICATION UNDER SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Gary J. Morgan, certify that:

     1.   I  have   reviewed   this  Annual  Report  on  Form  10-K  of  Met-Pro
          Corporation;

     2.   Based on my knowledge,  this Annual 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 Annual Report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  Annual  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 Annual 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
               Annual Report is being prepared;

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

          c)   presented  in  this  Annual  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 the
          audit  committee  of  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 Annual 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.


/s/ Gary J. Morgan                                         April 28, 2003
----------------------------
Gary J. Morgan
Chief Financial Officer

                                       41
<PAGE>

                                  Exhibit Index


         Exhibit No.               Description
         -----------               -----------

         (2)(a)   Agreement  and Plan of Merger dated  September 12, 1996 by and
                  between Met-Pro Corporation,  Met-Pro Acquisition Corporation,
                  Strobic Air Corporation,  Lynn T. Secrest,  Ronald H. Secrest,
                  Richard P.  Secrest and John W. Stone,  III.  Incorporated  by
                  reference to Registrant's  Registration  Statement on Form S-3
                  (File No. 333-13929), declared effective December 31, 1996.

         (2)(b)   Asset  Purchase   Agreement   dated  October  29,  1998  among
                  Flex-Kleen   Corporation,   Flex-Kleen  Canada  Limited,  Aqua
                  Alliance,  Inc., AWT Air Company Inc., 1321249 Ontario Limited
                  and  Met-Pro   Corporation.   Incorporated   by  reference  to
                  Company's Registration Statement on Form 8-K filed on November
                  13, 1998 and amended on January 12, 1999.

         (3)(a)   Restated   Certificate  of   Incorporation,   incorporated  by
                  reference  to  Company's  Registration  Statement  on Form 8-A
                  filed June 12, 1998.

         (3)(b)   Certificate  of Amendment  of  Certificate  of  Incorporation,
                  incorporated  by reference to Company's  Annual Report on Form
                  10-K filed April 24, 1998.

         (3)(c)   By-Laws as amended through  February 7, 1968,  incorporated by
                  reference to Company's  Registration  Statement  No.  2-26979,
                  declared effective October 15, 1968.

         (3)(d)   Amendments to By-Laws  adopted June 3, 1987, July 18, 1978 and
                  June  15,  1977,   incorporated   by  reference  to  Company's
                  Registration Statement on Form 8-A filed June 12, 1998.

         (3)(e)   Amendments to By-Laws adopted February 21, 2000,  incorporated
                  by reference to the Company's Annual Report on Form 10-K filed
                  April 27, 2000.

         (4)      Stockholders'  Rights  Plan,   incorporated  by  reference  to
                  Company's Current Report on Form 8-K filed on January 6, 2000.

         (10)(a)  The 1992 Stock  Option  Plan,  incorporated  by  reference  to
                  Company's  Registration  Statement  on Form S-8 filed June 13,
                  2000.*

         (10)(b)  The 1997 Stock  Option  Plan,  incorporated  by  reference  to
                  Company's Registration Statement on Form S-8 filed January 16,
                  1998.*

         (10)(c)  Amendment No. 1 to the 1992 Stock Option Plan, incorporated by
                  reference to Company's Annual Report on Form 10-K filed on May
                  4, 2001.*

         (10)(d)  Amendment No. 1 to the 1997 Stock Option Plan, incorporated by
                  reference to Company's Annual Report on Form 10-K filed on May
                  4, 2001.*

         (10)(e)  Key Employee Severance  Agreement between Met-Pro  Corporation
                  and William L. Kacin,  incorporated  by reference to Company's
                  Annual Report on Form 10-K filed on May 4, 2001.*

         (10)(f)  Key Employee Severance  Agreement between Met-Pro  Corporation
                  and Gary J.  Morgan,  incorporated  by  reference to Company's
                  Annual Report on Form 10-K filed on May 4, 2001.*

         (10)(g)  Key Employee Severance  Agreement between Met-Pro  Corporation
                  and Raymond J. De Hont, incorporated by reference to Company's
                  Annual Report on Form 10-K filed on May 4, 2001.*

         (10)(h)  Amendment to Key Employee Severance  Agreement between Met-Pro
                  Corporation and William L. Kacin, incorporated by reference to
                  Company's Annual Report on Form 10-K filed on May 4, 2001.*

                                       42
<PAGE>

                                  Exhibit Index


         Exhibit No.               Description
         -----------               -----------

         (10)(i)  Amendment to Key Employee Severance  Agreement between Met-Pro
                  Corporation  and Gary J. Morgan,  incorporated by reference to
                  Company's Annual Report on Form 10-K filed on May 4, 2001.*

         (10)(j)  The Company's  Director's  Retirement  Plan,  incorporated  by
                  reference to Company's Annual Report on Form 10-K filed on May
                  4, 2001.*

         (10)(k)  Amendment No. 1 to the Company's  Director's  Retirement Plan,
                  incorporated  by reference to Company's  Annual Report on Form
                  10-K filed on May 4, 2001.*

         (10)(l)  Amendment No. 2 to the Company's  Director's  Retirement Plan,
                  incorporated  by reference to Company's  Annual Report on Form
                  10-K filed on May 4, 2001.*

         (10)(m)  Restoration Plan, effective February 1, 2000,  incorporated by
                  reference to Company's Annual Report on Form 10-K filed on May
                  4, 2001.*

         (10)(n)  Amendment   No.   1  to  the   Company's   Restoration   Plan,
                  incorporated  by reference to Company's  Annual Report on Form
                  10-K filed on May 4, 2001.*

         (10)(o)  Additional  1%   Supplemental   Executive   Retirement   Plan,
                  effective  February  1, 2000,  incorporated  by  reference  to
                  Company's Annual Report on Form 10-K filed on May 4, 2001.*

         (10)(p)  The 2001 Equity  Incentive Plan,  incorporated by reference to
                  Company's  Registration Statement on Form S-8 filed August 22,
                  2001.*

         (10)(q)  Year  2000  Employee  Stock  Purchase  Plan,  incorporated  by
                  reference to the Company's  Registration Statement on Form S-8
                  filed on June 13, 2000.*

         (10)(r)  Salaried Pension Plan Amended and Restated effective September
                  1, 2000.*

         (10)(s)  First Amendment to the Company's  Salaried  Pension Plan dated
                  August 15, 2002.*

         (10)(t)  Second Amendment to the Company's  Salaried Pension Plan dated
                  October 23, 2002.*

         (10)(u)  Amendment No. 3 to the Company's  Directors'  Retirement  Plan
                  dated as of February 24, 2003.*

         (10)(v)  Amendment No. 1 to the Company's  Additional 1 %  Supplemental
                  Executive Plan dated as of March 21, 2003.*

         (10)(w)  Directors  Retirement  Plan  Trust  dated as of  February  11,
                  2000.*

         (10)(x)  Amendment No. 1 to the Company's  Directors'  Retirement  Plan
                  Trust dated as of February 24, 2003.*

         (10)(y)  Amendment No. 2 to the Company's  Directors'  Retirement  Plan
                  Trust dated as of February 24, 2003.*

         (10)(z)  Restoration and Supplemental  Executive  Retirement Plan Trust
                  Agreement dated as of February 11, 2000.*

         (10)(aa) Amendment No. 1 to the Company's  Restoration and Supplemental
                  Executive Retirement Plan Trust Agreement dated as of February
                  24, 2003.*

         (11)     Statement Re-computation of Per Share Earnings. See page 18 of
                  Item 8.

                                       43
<PAGE>

                                  Exhibit Index


         Exhibit No.               Description
         -----------               -----------

         (21)     List of Subsidiaries of Registrant:

<TABLE>
<CAPTION>
<S>               <C>                            <C>                            <C>

                  Corporate                      Jurisdiction of                Name under which Business
                  Name                           Incorporation                  is Conducted
                  ----                           -------------                  ------------
                  Mefiag B.V.                    The Netherlands                Mefiag B.V., a wholly-
                                                                                owned subsidiary of
                                                                                Met-Pro Corporation

                  Flex-Kleen Canada Inc.         Ontario, Canada                Flex-Kleen Canada Inc.,
                                                                                a wholly-owned subsidiary of
                                                                                Met-Pro Corporation

                  Strobic Air Corporation        Delaware                       Strobic Air Corporation,
                                                                                a wholly-owned subsidiary of
                                                                                Met-Pro Corporation

                  MPC Inc.                       Delaware                       MPC Inc.,
                                                                                a wholly-owned subsidiary of
                                                                                Met-Pro Corporation

                  Pristine Hydrochemical Inc.    Delaware                       Pristine Hydrochemical Inc.,
                                                                                a wholly-owned subsidiary of
                                                                                Met-Pro Corporation
</TABLE>

         (23)     Consent of Independent Auditors.

         (99.1)   Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         (99.2)   Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


         The  following  exhibits  required  under  Item 601 of  Regulation  S-K
         promulgated by the Securities & Exchange  Commission  have been omitted
         because they are either inapplicable or non-existent:

         (9)      Voting trust  agreements.
         (12)     Statements  re  computation  of ratios.
         (13)     Annual  report to security  holders.
         (16)     Letter re  change in  certifying  accountant.
         (18)     Letter re  change in  accounting  principles.
         (22)     Published  report  regarding  matters  submitted  to  vote  of
                  security holders.
         (24)     Power of attorney.


         * Indicates management contract or compensatory plan or arrangement.



                                       44