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                       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, 2001         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.
                            ----

     The number of shares outstanding of the Registrant's Common Stock was
6,099,364 as of April 30, 2001. The aggregate market value of the voting stock
held by non-affiliates of the Registrant was $77,156,955 as of April 30, 2001.




                      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
of Stockholders to be held on June 20, 2001......................        III

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<PAGE>
<TABLE>
<CAPTION>
                                                              INDEX
<S>      <C>      <C>                                                                                                           <C>
PART I
         Item 1.  Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1
         Item 2.  Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        6
         Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        7
         Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . .        7

PART II
         Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters . . . . . . . . . . . . . . . . .        8
         Item 6.  Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        9
         Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . .       10
         Item 7A. Quantitative and Qualitative Disclosure About Market Risks. . . . . . . . . . . . . . . . . . . . . . .       13
         Item 8.  Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       14
         Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. . . . . . . . . .       32

PART III
         Item 10. Directors and Executive Officers of the Registrant. . . . . . . . . . . . . . . . . . . . . . . . . . .       32
         Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       32
         Item 12. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . . . . . . . . . .       32
         Item 13. Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       32

PART IV
         Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . .       33

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       35
</TABLE>

<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  Operation - 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 three  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.  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. Except
where  otherwise  indicated  by  the  context  used  herein,  references  to the
"Company"  means  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.  To better
reflect the significant  contribution  that the Flex-Kleen  Division has made to
our sales, we have changed the name of the former "Pollution  Control and Allied
Equipment"  segment  of our  business  to  "Product  Recovery/Pollution  Control
Equipment".   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 six divisions and subsidiaries of
the Company: Flex-Kleen Division;  Stiles-Kem Division; 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 72 manufacturer's  representatives in 32
offices located across the United States and 12  manufacturer's  representatives
located in four offices throughout Canada.

     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 more  than 46  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.

     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 Met-Pro's  International Division
and 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.

                                       1
<PAGE>

     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 West Chester, 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 six divisions and 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, 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.

     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 two sizes
available in both our standard  vinyl ester resin and our EY-2 epoxy resin.  Our
ability to  manufacture  these  pumps in EY-2 makes them the only FRP  thermoset
centrifugal  magnetic  drive pumps  capable of handling  corrosive  liquids from
acids to solvents. 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.


                                        2
<PAGE>


     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,
                              2001                  2000                   1999
                            ----------------------------------------------------
     United States            79.5%                 83.7%                  83.4%
     Foreign                  20.5%                 16.3%                  16.6%
                            ----------------------------------------------------
     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.

     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   as   a   technological   leader   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 $0.8 million, for each of the years
ended January 31, 2001, 2000 and 1999, 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.


                                        3
<PAGE>


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   $9,529,541  and   $11,660,840  as  of  January  31,  2001  and  2000,
respectively.  This does not include an additional  $5,469,863 and $4,069,610 of
orders in-house as of January 31, 2001 and 2000, 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, 2001 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, 2001, the Company  employed 398 people,  of whom 153 were
involved  in  manufacturing,  and 245 were  engaged  in  administration,  sales,
engineering,  supervision  and  clerical  work.  The  Company  has  had no  work
stoppages  during the past 19 years and considers  its employee  relations to be
good.


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 20.

                                       4
<PAGE>

Executive Officers of the Registrant:

     The following table sets forth certain information  regarding the executive
officers of the Company:

     William L.  Kacin,  age 69, is Chairman  of the Board of  Directors,  Chief
Executive  Officer and President of the Company.  He was elected Chairman of the
Board of  Directors  in June 1999 and Chief  Executive  Officer,  President  and
Director in February  1993.  Prior to that,  he was Vice  President  and General
Manager of the Company's Sethco Division for seventeen years.

     Raymond J. De Hont, age 47, is Chief Operating  Officer of the Company,  to
which  office  he was  elected  in June  2000.  Mr.  De Hont has  served as Vice
President and General  Manager of the Company's  Fybroc  Division since 1995. 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 position 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 46, 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 51, is a Vice President of the Company and General
Manager of the Sethco Division,  to which office he was elected in June 1993. He
joined the Company in 1972.

     James G.  Board,  age 47, is Vice  President  and  General  Manager  of the
Company's  Dean Pump and Fybroc  Divisions,  to which  office 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 47, is a Vice  President of the Company and General
Manager of the  Systems  Division,  to which  office 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 47, is a Vice  President of the Company and General
Manager of the  Keystone  Filter  Division,  to which  office 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 50, 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.
(formerly Systems Engineering and Manufacturing  Corp.  Nederland B.V.) for over
five years as Managing  Director prior to becoming an employee of the Company 's
subsidiary on June 30, 1993, when Registrant acquired that company.

     Gregory C.  Kimmer,  age 46, is Vice  President  of the Company and General
Manager of the Duall  Division,  to which office 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 47, is a Vice  President of the Company and General
Manager of the  Stiles-Kem  Division,  to which office he was elected in October
1996.  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 60, 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 42, is a Vice  President  of the  Company and General
Manager of Strobic Air  Corporation,  to which office 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.

     Richard J. Wilmoth,  age 54, is a Vice President of the Company and General
Manager of the  Flex-Kleen  Division,  to which  office he was  elected in April
2001.  For more than five years prior  thereto,  Mr. Wilmoth was employed by UOP
LLC, as Managing Director of the UOPAsia joint venture.

     There is no family  relationship  between any of the Directors or executive
officers of the  Company.  Each  officer  serves at the pleasure of the Board of
Directors.

                                       5
<PAGE>

Item 2.  Properties:

     The following  manufacturing and production facilities were owned or leased
by the Company at January 31, 2001:

<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                   15,000 square feet, cement                    2 acres in West Chester,          Owned
                                   block, brick and composition                  Pennsylvania
                                   facing, built 1984

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

Flex-Kleen Division                13,760 square feet, brick                     Itasca, Illinois                  Leased(1)
                                   building

                                   37,320 square feet, metal                     Sharpsburg, North Carolina        Leased(2)
                                   building

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

Flex-Kleen Canada Inc.             5,880 square feet, masonry                    Markham, Ontario, Canada          Leased(3)
                                   building
</TABLE>

(1)  Flex-Kleen  Division's lease for the operation in Itasca,  Illinois expires
     on November 30, 2002.  The term of this lease may be renewed by  Flex-Kleen
     Division for an additional five year period.

(2)  Flex-Kleen Division's lease for the warehouse in Sharpsburg, North Carolina
     expires  on  October  29,  2001.  The term of this  lease may be renewed by
     Flex-Kleen Division for an additional two year period.

(3)  Flex-Kleen  Canada  Inc.'s  lease for the sales and  warehouse  facility in
     Markham, Ontario, Canada expires on March 31, 2003.

                                       6
<PAGE>


Item 3.  Legal Proceedings:

     There are no material  pending legal  proceedings to which the Company is a
party as of the date of this Annual Report.


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, 2001.



                                       7
<PAGE>

                                    PART II

<TABLE>
<CAPTION>

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

     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.

                                                                    Quarter ended
Year ended January 31, 2001                         April         July         October         January
-------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>          <C>             <C>
Price range of common stock:
  High                                              $10.19        $10.63       $10.45          $11.72
  Low                                                 8.75          8.38         9.56            9.75
  Cash dividend paid                                   .08           .08          .08             .08

Year ended January 31, 2000                         April         July         October         January
-------------------------------------------------------------------------------------------------------
Price range of common stock:
  High                                              $12.25        $14.00       $12.69          $11.13
  Low                                                 9.88         11.69        10.00            9.75
  Cash dividend paid                                   .32             -          .08             .08

</TABLE>

     There were 724 registered stockholders at January 31, 2001, and the Company
estimates that there are approximately 2,000 additional  stockholders with stock
held in street name.

     The  Board of  Directors  declared  quarterly  dividends  of $.08 per share
payable on March 10, 2000, June 9, 2000, September 11, 2000 and December 8, 2000
to stockholders of record as of February 25, 2000, May 26, 2000, August 28, 2000
and November 24, 2000.

     During the first quarter of fiscal year ended 2001,  the Company  completed
the purchase of 350,000 shares of its Common Stock, which was authorized under a
stock buyback program approved by the Board of Directors on May 11, 1999.

     On February  21,  2000,  the Board of Directors  authorized  an  additional
350,000 share stock buyback  program.  The Company  repurchased  an aggregate of
318,476 shares under the combined stock buyback  programs  during the year ended
January 31, 2001.

     On December  15,  2000,  the Board of Directors  authorized  an  additional
300,000  share stock buyback  program after the balance of the shares  remaining
from the Company's February 21, 2000 stock buyback program are purchased.


                                       8
<PAGE>

Item 6.  Selected Financial Data:

<TABLE>
<CAPTION>
                                                                           Years ended January 31,
                                                      2001           2000            1999            1998            1997
----------------------------------------------------------------------------------------------------------------------------
Selected Operating Statement Data
<S>                                              <C>              <C>             <C>             <C>             <C>
Net sales                                         $81,203,550     $78,449,992     $67,390,488     $62,387,870     $60,853,278
Income from operations                             12,513,886      11,410,679      11,199,867      11,021,314       9,457,301
Net income                                          7,773,720       7,072,642       7,151,052       7,116,481       6,096,002
EBITDA (a)                                         14,736,541      13,826,535      13,287,878      12,851,944      11,164,848
Earnings per share, basic                                1.26            1.08            1.04            1.01             .87
Earnings per share, diluted                              1.26            1.08            1.03            1.00             .86

Selected Balance Sheet Data
Current assets                                    $37,412,259     $35,722,971     $38,683,453     $36,067,260     $32,088,546
Current liabilities                                12,957,995      13,681,578      14,387,868      11,267,545      11,374,115
Working capital                                    24,454,264      22,041,393      24,295,585      24,799,715      20,714,431
Current ratio                                             2.9             2.6             2.7             3.2             2.8
Total assets                                       69,151,341      68,641,983      72,888,641      57,984,240      56,079,391
Long-term obligations                               8,100,000       9,933,014      11,941,954       2,242,047       3,683,419
Total stockholders' equity                         47,061,366      44,206,333      45,925,107      43,840,829      40,352,926
Total capitalization                               55,161,366      54,139,347      57,867,061      46,082,876      44,036,345
Return on average total assets, %                        11.3            10.0            10.9            12.5            11.8
Return on average stockholders' equity, %                17.0            15.7            15.9            16.9            16.2

Other Financial Data
Net cash flows from operating activities          $10,047,845     $10,204,749      $7,990,115      $7,351,850      $7,203,258
Capital expenditures                                1,023,682       1,193,559       1,191,616       1,356,065       1,811,833
Stockholders' equity per share                           7.73            6.92            6.76            6.27            5.73
Cash dividends paid per share (b)                         .32             .48             .30             .27             .22
Average common shares, basic                        6,152,325       6,542,210       6,907,654       7,053,071       6,989,717
Average common shares, diluted                      6,173,437       6,576,820       6,955,892       7,144,931       7,096,214
Shares of common stock outstanding                  6,090,155       6,391,242       6,794,898       6,993,473       7,043,436
</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.

                                        9
<PAGE>

Item 7.  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
the  Management's  Discussion and Analysis of Financial  Condition and Result of
Operations.


General:

     The  Company  acquired   substantially  all  of  the  operating  assets  of
Flex-Kleen Corporation and Flex-Kleen Canada Limited (collectively "Flex-Kleen")
effective as of October 1, 1998,  pursuant to an Asset Purchase  Agreement.  The
acquisition  was  accounted  for as a  purchase  transaction.  Accordingly,  the
consolidated  financial  data for the year ended  January 31, 1999  incorporates
Flex-Kleen's operations for a four-month period.


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,
                                                                                   2001         2000         1999
-------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>          <C>          <C>
Net sales                                                                         100.0%       100.0%       100.0%
Cost of goods sold                                                                 65.6%        65.8%        64.3%
-------------------------------------------------------------------------------------------------------------------
Gross profit                                                                       34.4%        34.2%        35.7%

Selling, general and administrative expense                                        19.0%        19.6%        19.1%
-------------------------------------------------------------------------------------------------------------------
Income from operations                                                             15.4%        14.6%        16.6%

Interest expense                                                                    (.8%)       (1.1%)        (.6%)
Other income, net                                                                    .6%          .6%          .9%
-------------------------------------------------------------------------------------------------------------------
Income before taxes                                                                15.2%        14.1%        16.9%

Provision for taxes                                                                 5.6%         5.1%         6.3%
-------------------------------------------------------------------------------------------------------------------
Net income                                                                          9.6%         9.0%        10.6%
===================================================================================================================
</TABLE>

FYE 2001 vs FYE 2000:

     Net sales for the fiscal  year ended  January  31, 2001 set a new record of
$81.2  million  compared to $78.4  million for the fiscal year ended January 31,
2000, or an increase of $2.8 million.  This is the eighth  consecutive year that
net sales have  achieved a new record.  Sales in the Product  Recovery/Pollution
Control Equipment  segment decreased  slightly to $51.7 million due primarily to
decreased demand for our product recovery equipment. Sales in the Fluid Handling
Equipment segment were $29.6 million or 11.2% higher than the prior fiscal year,
due to an increased demand for our specialty pump equipment.

     Foreign sales  increased to $16.6 million for the fiscal year ended January
31, 2001,  which is 30.4% higher than the prior year.  This  increase was due to
higher sales in Europe and Pacific Rim markets. Foreign sales increased 26.9% in
the Fluid Handling Equipment segment from the prior fiscal year, and the Product
Recovery/Pollution  Control  Equipment  segment sales were 34.7% higher than the
prior fiscal year due to higher demand for our fume and odor control equipment.

     Net income of $7.8  million for the fiscal year ended  January 31, 2001 was
the highest in the Company's history,  or 9.9% higher than the earnings level of
the prior year.

     The gross  margin for the fiscal year ended  January 31, 2001  increased to
34.4% versus 34.2% for the prior year. This increase can be attributed to higher
gross margins experienced in the Fluid Handling Equipment segment.

     Selling expense was $7.0 million for the fiscal year ended January 31, 2001
or a slight decrease from the prior fiscal year. Selling expense as a percentage
of net sales was 8.7% compared to 9.1% for the prior fiscal year.


                                       10
<PAGE>

     General and  administrative  expense  was $8.4  million for the fiscal year
ended  January  31,  2001  compared to $8.3  million in the prior  fiscal  year.
General and  administrative  expense as a percentage  of net sales was 10.3% for
the fiscal year ended  January 31, 2001  compared to 10.5% for the prior  fiscal
year.

     Interest  expense was $0.7  million  for the fiscal year ended  January 31,
2001  compared to $0.8 million in the prior fiscal year.  During the fiscal year
ended January 31, 2001, the Company reduced its long-term debt by $2.0 million.

     Other income was $0.5  million for each fiscal year ended  January 31, 2001
and 2000.  Other income  consisted  primarily of interest  income on  short-term
investments in both years.

     The effective tax rate increased to 37.0% for the fiscal year ended January
31, 2001 from 36.1% for the prior year.


FYE 2000 vs FYE 1999:

     Net sales for the year ended  January  31, 2000 were $78.4  million,  a new
record,  exceeding  net  sales  for the year  ended  January  31,  1999 by $11.0
million,  an increase of 16.4%.  This was the seventh  consecutive year that net
sales  achieved a new record.  Sales in the Product  Recovery/Pollution  Control
Equipment  segment were $51.9 million or 29.3% higher than the prior fiscal year
due to the acquisition of Flex-Kleen  Corporation and Flex-Kleen  Canada Limited
(collectively  "Flex-Kleen"),  effective  as of October 1,  1998,  coupled  with
higher demand  primarily for our fume and odor control  equipment.  Sales in the
Fluid  Handling  Equipment  segment  were $26.6  million or $0.7  million  lower
compared to the prior year due  primarily to decreased  demand for our specialty
pump equipment.

     Foreign sales  increased to $12.8 million for the fiscal year ended January
31, 2000,  which was 14.3% higher than the prior year.  This increase was due to
higher sales in Canada and Europe.  Foreign  sales  increased  2.0% in the Fluid
Handling  Equipment  segment  from  the  prior  fiscal  year,  and  the  Product
Recovery/Pollution  Control  Equipment  segment sales were 33.7% higher than the
prior  fiscal year due to the impact of the  Flex-Kleen  acquisition  and higher
demand for our fume and odor control equipment.

     Net income of $7.1  million for the fiscal year ended  January 31, 2000 was
slightly lower than the earnings level of the prior year.

     The gross  margin for the fiscal year ended  January 31, 2000  decreased to
34.2% from 35.7% for the prior year due to lower gross  margins  experienced  in
the Product Recovery/Pollution Control Equipment segment.

     Selling  expense  increased  approximately  $1.2  million or 21.2% over the
prior  fiscal  year.  The  increase  in  selling  expense is  attributed  to the
inclusion of Flex-Kleen operations for the year ended January 31, 2000, which in
the previous year only included four months for the comparative period.  Selling
expense as a percentage  of net sales was 9.1% for the fiscal year ended January
31, 2000, which was slightly higher than the prior fiscal year.

     General and  administrative  expense  was $8.3  million for the fiscal year
ended  January 31, 2000  compared to $7.0 million in the prior fiscal year.  The
$1.3 million increase was due to amortization and other administrative  expenses
connected  with the  inclusion of  Flex-Kleen,  which in the previous  year only
included  four months for the  comparative  period.  General and  administrative
expense as a percentage of net sales was 10.5% for the fiscal year ended January
31, 2000 compared to 10.4% for the prior fiscal year.

     Interest  expense was $0.8  million  for the fiscal year ended  January 31,
2000  compared to $0.4  million in the prior  fiscal  year.  The increase can be
attributed  to the $12.0 million  borrowing  having a ten-year term with a fixed
interest rate swap of 5.98% made in connection  with the  acquisition of certain
assets of Flex-Kleen.

     Other  income was $0.5  million for the fiscal year ended  January 31, 2000
compared  to $0.6  million in the prior  fiscal  year.  Other  income  consisted
primarily of interest income on short-term investments in both years.

     The effective tax rate for the fiscal year ended January 31, 2000 was 36.1%
compared to 37.4% for the prior year.


Liquidity:

     Cash and cash  equivalents  were $8.5  million  on  January  31,  2001,  an
increase of $2.2 million over the previous year. This increase is the net result
of positive cash flows provided by operating activities of $10.0 million, offset
by the payment of cash dividends  amounting to $1.8 million (net of $0.2 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 $2.0
million,  purchase of treasury stock amounting to $3.0 million and investment in
property and equipment amounting to $1.0 million.


                                       11
<PAGE>

     Accounts  receivable were $14.2 million at January 31, 2001, an increase of
$0.5  million  compared  to the prior  year.  The size of orders,  the timing of
shipments  to  meet  customer  requirements  and  retainage  on  contracts  will
influence accounts receivable balances at any point in time.

     Inventories  totalled $13.1 million at January 31, 2001, a decrease of $0.7
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 $13.7  million at January 31, 2000 to
$13.0 million at January 31, 2001, or $0.7 million.

     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.  As of
January 31, 2001 and January 31,  2000,  working  capital was $24.5  million and
$22.0   million,   respectively,   and  the  current  ratio  was  2.9  and  2.6,
respectively.


Capital Resources and Requirements:

     Cash flows  provided by operating  activities  during the fiscal year ended
January 31, 2001 amounted to $10.0 million  compared to $10.2 million during the
prior fiscal year. This slight decrease from the record high cash flows provided
by  operating  activities  for last year was due to a $0.5  million  increase in
accounts  receivable during the fiscal year ended January 31, 2001 compared to a
$0.7 million  decrease in accounts  receivable  in the fiscal year ended January
31, 2000.  Per share,  our cash flows from operating  activities  increased to a
record high $1.63 per share compared to $1.55 per share for the prior year.

     Cash  flows used in  investing  activities  during  the  fiscal  year ended
January 31, 2001  amounted to $1.0 million  compared to $1.2 million  during the
fiscal year ended January 31, 2000. The Company's  investing  activities for the
fiscal year ended January 31, 2001,  principally  represent the  acquisition  of
property,  plant  and  equipment  in the two  operating  segments.  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, 2001 used
$6.8 million of available  resources  compared to $10.1 million during the prior
fiscal  year.  The  $3.3  million  decrease  in cash  flows  used  in  financing
activities is primarily due to a $2.3 million reduction in stock repurchases and
a $.9  million  decrease in dividend  payments to  stockholders.  As a result of
changing from an annual  dividend to a quarterly  dividend  effective  September
1999,  stockholders  received  a total of $.32 and $.48 per share in the  fiscal
years ended January 31, 2001 and 2000, respectively.

     The Company paid $2.0 million of scheduled  debt during the current  fiscal
year.  The  percentage of long-term debt to equity at January 31, 2001 decreased
to 17.2% compared to 22.5% at January 31, 2000.

     During the fiscal year ended  2001,  the Company  continued  to  repurchase
shares  outstanding  on the open market at  prevailing  prices under the 350,000
share stock repurchase program authorized on May 11, 1999 which was completed on
April 12, 2000,  following which the Company began to make additional  purchases
under an additional  stock repurchase  program  authorized on February 21, 2000.
For the fiscal year ended  January 31,  2001,  the Company  repurchased  318,476
shares,  253,501  shares under the plan  effective  February 21, 2000 and 64,975
shares  under  the  plan  effective  May 11,  1999.  The  Company  announced  an
additional  300,000 share stock  repurchase  program on December 15, 2000, which
will begin after the  Company's  February 21, 2000 stock  repurchase  program is
complete.

     The Board of  Directors  declared  dividends  of $.08 per share  payable on
March 10,  2000,  June 9,  2000,  September  11,  2000 and  December  8, 2000 to
stockholders  of record at the close of business on February 25,  2000,  May 26,
2000, August 28, 2000 and November 24, 2000, respectively. On December 15, 2000,
the Board of Directors  declared a quarterly  dividend of $.085 per share, or an
increase of 6%, which was paid on March 9, 2001 to stockholders of record at the
close of business on February 23, 2001.

     As part of our commitment to the future,  the Company expended $0.8 million
on research and  development for each of the fiscal years ended January 31, 2001
and 2000.

     The Company will continue to invest in new product  development to maintain
and  enhance  our  market  position  as  leaders  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.


                                       12
<PAGE>

Recent Accounting Pronouncements:

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities",  which will be
effective  for the fiscal years  beginning  after June 15, 2000.  This  standard
requires  that all  derivative  instruments  be recorded on the balance sheet at
their fair value.  Changes in fair value of  derivatives  will be recorded  each
period in  current  earnings  or  comprehensive  income.  The  adoption  of this
pronouncement will have no significant impact on Met-Pro's  consolidated results
of operations, financial position, or cash flows.


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
material from its current results and actual 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  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    failure in execution of aquisition strategy;

o    losses related to international sales;

o    changes  in  our  accounting  rules  promulgated  by  regulatory  agencies,
     including the SEC, which could result in an impact on earnings;

o    unexpected results in our product development activities;

o    changes in our existing management;

o    unexpected changes in our execution of customers orders; and

o    changes in federal or state laws.



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

     Not Applicable



                                       13
<PAGE>

Item 8.  Financial Statements and Supplementary Data:

         Index to Consolidated Financial Statements and Supplementary Data:

<TABLE>
<CAPTION>
         Consolidated Financial Statements:                                                                                     Page
<S>                                                                                                                             <C>
                                                                                                                                ----
                Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
                Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     16
                Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     17
                Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     18
                Consolidated Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     19
                Consolidated Business Segment Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     20
                Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     21

        Supplementary Data:
                Quarterly Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     32
</TABLE>





                          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, 2001 and 2000,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period  ended  January  31,  2001.
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  generally   accepted  auditing
standards.  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,  2001  and 2000 and the
results of their  operations and their cash flows for each of the three years in
the  period  ended  January  31,  2001 in  conformity  with  generally  accepted
accounting principles.

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

Bala Cynwyd, Pennsylvania

February 22, 2001

                                       14
<PAGE>










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                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                       MET-PRO CORPORATION
                                               CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                              Years ended January 31,
                                                                                  2001                 2000                 1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                  <C>                  <C>
Net sales                                                                     $81,203,550          $78,449,992          $67,390,488
Cost of goods sold                                                             53,242,396           51,645,593           43,316,656
------------------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                   27,961,154           26,804,399           24,073,832
------------------------------------------------------------------------------------------------------------------------------------
Operating expenses
  Selling                                                                       7,043,540            7,128,258            5,880,080
  General and administrative                                                    8,403,728            8,265,462            6,993,885
------------------------------------------------------------------------------------------------------------------------------------
                                                                               15,447,268           15,393,720           12,873,965
------------------------------------------------------------------------------------------------------------------------------------
Income from operations                                                         12,513,886           11,410,679           11,199,867

Interest expense                                                                 (694,112)            (815,805)            (398,051)
Other income, net                                                                 524,729              471,008              618,707
------------------------------------------------------------------------------------------------------------------------------------
Income before taxes                                                            12,344,503           11,065,882           11,420,523

Provision for taxes                                                             4,570,783            3,993,240            4,269,471
------------------------------------------------------------------------------------------------------------------------------------
Net income                                                                     $7,773,720           $7,072,642           $7,151,052
====================================================================================================================================

Earnings per share
  Basic                                                                             $1.26                $1.08                $1.04
  Diluted                                                                           $1.26                $1.08                $1.03
====================================================================================================================================

Average number of common and
common equivalent shares outstanding
    Basic                                                                       6,152,325            6,542,210            6,907,654
    Diluted                                                                     6,173,437            6,576,820            6,955,892
====================================================================================================================================
</TABLE>

The notes to consolidated financial statements are an integral part of the above
statement.

                                       16
<PAGE>
                              MET-PRO CORPORATION
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                        January 31,
ASSETS                                                                             2001                2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                 <C>
Current assets
  Cash and cash equivalents                                                     $8,510,045          $6,331,556
  Accounts receivable, net of allowance for
    doubtful accounts of approximately $218,000
    and $225,000, respectively                                                  14,208,689          13,733,256
  Inventories                                                                   13,085,969          13,744,142
  Prepaid expenses, deposits and other current assets                              958,722           1,135,443
  Deferred income taxes                                                            648,834             778,574
---------------------------------------------------------------------------------------------------------------
             Total current assets                                               37,412,259          35,722,971

Property, plant and equipment, net                                              13,009,247          13,473,299
Costs in excess of net assets of businesses acquired, net                       18,276,472          18,772,176
Other assets                                                                       453,363             673,537
---------------------------------------------------------------------------------------------------------------
             Total assets                                                      $69,151,341         $68,641,983
===============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------------------------------------------------------------------------
Current liabilities
  Current portion of long-term debt                                             $1,833,014          $2,008,940
  Accounts payable                                                               4,284,687           4,989,810
  Accrued salaries, wages and expenses                                           5,704,372           5,108,552
  Payroll and other taxes payable                                                    8,808             182,545
  Dividend payable                                                                 517,669             511,299
  Customers' advances                                                              609,445             880,432
---------------------------------------------------------------------------------------------------------------
             Total current liabilities                                          12,957,995          13,681,578

Long-term debt                                                                   8,100,000           9,933,014
Other non-current liabilities                                                      499,395             415,731
Deferred income taxes                                                              532,585             405,327
---------------------------------------------------------------------------------------------------------------
             Total liabilities                                                  22,089,975          24,435,650
---------------------------------------------------------------------------------------------------------------
Commitments

Stockholders' equity
   Common stock, $.10 par value; 18,000,000 shares                                 720,658             718,919
       Authorized, 7,206,583 and 7,189,194 shares issued,
       of which 1,116,428 and 797,952 shares were reacquired
       and held in treasury, at the respective dates
  Additional paid-in capital                                                     8,139,799           7,973,873
  Retained earnings                                                             51,880,800          46,087,476
  Accumulated other comprehensive loss                                            (491,163)           (403,993)
  Treasury stock, at cost                                                      (13,188,728)        (10,169,942)
---------------------------------------------------------------------------------------------------------------
             Total stockholders' equity                                         47,061,366          44,206,333
---------------------------------------------------------------------------------------------------------------
             Total liabilities and stockholders' equity                        $69,151,341         $68,641,983
===============================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.


                                       17
<PAGE>
                                        MET-PRO CORPORATION
                                CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                          Years ended January 31,
                                                                    2001            2000            1999
------------------------------------------------------------------------------------------------------------
                          INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
<S>                                                             <C>             <C>             <C>
   Net income                                                    $7,773,720      $7,072,642      $7,151,052
   Adjustments to reconcile net income to net
      cash provided by operating activities:
   Depreciation and amortization                                  2,222,655       2,415,856       2,088,011
   Deferred income taxes                                            256,998         266,073          (9,185)
   (Gain) loss on sale of property and equipment, net                12,656          (1,096)         (6,590)
   Allowance for doubtful accounts                                   (6,576)        (36,524)        (18,827)
   (Increase) decrease in operating assets,
         net of acquisitions
      Accounts receivable                                          (515,006)        681,168        (492,274)
      Notes receivable, ESOT                                              -               -         200,000
      Inventories                                                   631,810       1,131,608      (1,007,069)
      Prepaid expenses and other current assets                      92,357        (320,752)          9,494
      Other assets                                                  (52,309)        (24,187)         10,346
   Increase (decrease) in operating liabilities,
         net of acquisitions
      Accounts payable, accrued expenses and taxes                 (181,137)       (918,189)       (244,547)
      Customers' advances                                          (270,987)       (148,743)        229,903
      Other non-current liabilities                                  83,664          86,893          79,801
------------------------------------------------------------------------------------------------------------
      Net cash provided by operating activities                  10,047,845      10,204,749       7,990,115
------------------------------------------------------------------------------------------------------------

Cash flows from investing activities
   Proceeds from sale of property and equipment                       2,000         14,690           6,600
   Acquisitions of property and equipment                        (1,023,682)    (1,193,559)     (1,191,616)
   Payment for purchase of acquisitions,
      net of cash acquired                                               -          (7,281)    (15,811,625)
-----------------------------------------------------------------------------------------------------------
      Net cash (used in) investing activities                   (1,021,682)     (1,186,150)    (16,996,641)
-----------------------------------------------------------------------------------------------------------

Cash flows from financing activities
   Proceeds from new borrowings                                          -               -      12,000,000
   Reduction of debt                                            (2,008,940)     (2,125,093)     (1,616,964)
   Exercise of stock options                                             -          15,000         362,229
   Payment of dividends                                         (1,806,361)     (2,694,860)     (2,100,569)
   Purchase of treasury shares                                  (3,018,786)     (5,281,367)     (3,462,346)
-----------------------------------------------------------------------------------------------------------
      Net cash provided by (used in) financing activities       (6,834,087)    (10,086,320)      5,182,350
-----------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                            (13,587)        (47,092)         17,165
-----------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents             2,178,489      (1,114,813)     (3,807,011)

Cash and cash equivalents at beginning of year                   6,331,556       7,446,369      11,253,380
-----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                        $8,510,045      $6,331,556      $7,446,369
===========================================================================================================
</TABLE>

The notes to consolidated financial statements are an integral part of the above
statement.

                                       18
<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, 1998                     $713,862    $7,868,357    $37,667,872      ($219,015)    ($2,190,247)    $43,840,829

Comprehensive income:
   Net income                                         -             -      7,151,052              -               -
   Cumulative translation adjustment                  -             -              -        133,912               -
      Total comprehensive income                                                                                          7,284,964

Dividends paid, $.30 per share                        -             -     (2,100,569)             -               -      (2,100,569)
Stock option transactions                             -      (359,609)             -              -         721,838         362,229
Purchase of 246,300 shares of treasury stock          -             -              -              -      (3,462,346)     (3,462,346)
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 1999                      713,862     7,508,748     42,718,355        (85,103)     (4,930,755)     45,925,107

Comprehensive income:
   Net income                                         -             -      7,072,642              -               -
   Cumulative translation adjustment                  -             -              -       (318,890)              -
      Total comprehensive income                                                                                          6,753,752

Dividends paid, $.48 per share                        -             -     (3,192,222)             -               -      (3,192,222)
Dividend declared, $.08 per share                     -             -       (511,299)             -               -        (511,299)
Proceeds from issuance of common
   stock under dividend reinvestment
   plan (50,569 shares)                           5,057       492,305              -              -               -         497,362
Stock option transactions                             -       (27,180)             -              -          42,180          15,000
Purchase of 457,225 shares of treasury stock          -             -              -              -      (5,281,367)     (5,281,367)
------------------------------------------------------------------------------------------------------------------------------------
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
====================================================================================================================================
</TABLE>

The notes to consolidated financial statements are an integral part of the above
statement.

                                       19
<PAGE>

                               MET-PRO CORPORATION
                       CONSOLIDATED BUSINESS SEGMENT DATA


<TABLE>
<CAPTION>
                                                              Years ended January  31,
                                                          2001          2000          1999
-----------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>           <C>
Net sales to unaffiliated customers
Product recovery/pollution control equipment           $51,650,730   $51,883,604   $40,128,412
Fluid handling equipment                                29,552,820    26,566,388    27,262,076
-----------------------------------------------------------------------------------------------
                                                       $81,203,550   $78,449,992   $67,390,488
-----------------------------------------------------------------------------------------------

   Includes foreign sales of:
   Product recovery/pollution control equipment         $7,787,437    $5,780,112    $4,323,506
   Fluid handling equipment                              8,846,889     6,971,799     6,837,293
-----------------------------------------------------------------------------------------------
                                                       $16,634,326   $12,751,911   $11,160,799
===============================================================================================

Income from operations
Product recovery/pollution control equipment            $7,066,793    $7,431,748    $6,818,554
Fluid handling equipment                                 5,447,093     3,978,931     4,381,313
-----------------------------------------------------------------------------------------------
                                                       $12,513,886   $11,410,679   $11,199,867
===============================================================================================

Depreciation and amortization expense
Product recovery/pollution control equipment            $1,450,025    $1,633,097    $1,250,163
Fluid handling equipment                                   772,630       782,759       837,848
-----------------------------------------------------------------------------------------------
                                                        $2,222,655    $2,415,856    $2,088,011
===============================================================================================

Capital expenditures
Product recovery/pollution control equipment              $442,662      $571,629      $893,003
Fluid handling equipment                                   448,685       531,435       269,585
-----------------------------------------------------------------------------------------------
                                                           891,347     1,103,064     1,162,588
Corporate                                                  132,335        90,495        29,028
-----------------------------------------------------------------------------------------------
                                                        $1,023,682    $1,193,559    $1,191,616
===============================================================================================

Identifiable assets at January 31
Product recovery/pollution control equipment           $40,274,449   $42,803,505   $44,137,192
Fluid handling equipment                                18,785,577    18,662,280    20,321,860
-----------------------------------------------------------------------------------------------
                                                        59,060,026    61,465,785    64,459,052
Corporate                                               10,091,315     7,176,198     8,429,589
-----------------------------------------------------------------------------------------------
                                                       $69,151,341   $68,641,983   $72,888,641
===============================================================================================
</TABLE>

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


                                       20
<PAGE>


                                MET-PRO CORPORATION
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999


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.  and  Strobic Air
        Corporation  ("Strobic  Air").  Significant  intercompany  accounts  and
        transactions  have been  eliminated.  Accounts  denominated  in  foreign
        currencies  have  been  remeasured  into  the  functional   currency  in
        accordance with Statement of Financial Accounting Standards ("SFAS") No.
        52,  "Foreign  Currency  Translation,"  using  the U. S.  dollar  as the
        functional currency.

        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.

        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
        3).

        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 4).

        Costs in excess of net assets of businesses acquired:

        Costs in excess of net assets of businesses  acquired  prior to November
        1, 1970, totalling $582,513,  are not being amortized because management
        believes that there has been no impairment in value.  Costs in excess of
        net  assets of  businesses  acquired  subsequent  to October  31,  1970,
        totalling  $17,693,959,  are being amortized over 40 years.  The Company
        monitors the recoverability of goodwill using a fair value approach.

        Revenue recognition:

        Revenues are generally recognized when products are shipped.

        Advertising:

        Advertising  costs are charged to  operations  in the year  incurred and
        were  $1,344,231,  $1,289,803 and $1,151,535 for the years ended January
        31, 2001, 2000 and 1999, respectively.

        Research and development:

        Research and  development  costs are charged to  operations  in the year
        incurred  and were  $788,777,  $798,507 and $752,648 for the years ended
        January 31, 2001, 2000 and 1999, respectively.


                                       21
<PAGE>

                                   MET-PRO CORPORATION
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)

        Earnings per share:

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

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

        Dividends:

        On December 15, 2000, the Board of Directors declared an $.085 per share
        quarterly  cash  dividend  payable on March 9, 2001 to  stockholders  of
        record on February 23, 2001, amounting to $517,669.

        Concentrations of credit risk:

        The Company  believes  concentrations  of credit risk are limited due to
        the number of customers,  and dispersion among the business segments and
        geographic  areas.  The Company  had no  significant  concentrations  of
        credit risk as of January 31, 2001 and 2000.

        Supplemental cash flow information:

                                         2001           2000           1999
        -----------------------------------------------------------------------
        Cash paid during the year for:
                Interest                $819,054       $826,635       $415,893
                Income taxes          $3,689,100     $3,885,098     $4,691,163
        =======================================================================


        Recent accounting pronouncements:

        In June 1998, the Financial  Accounting  Standards Board issued SFAS No.
        133,  "Accounting for Derivative  Instruments  and Hedging  Activities",
        which will be effective  for the fiscal years  beginning  after June 15,
        2000. This standard requires that all derivative instruments be recorded
        on the  balance  sheet at their  fair  value.  Changes  in fair value of
        derivatives  will  be  recorded  each  period  in  current  earnings  or
        comprehensive  income.  The adoption of this  pronouncement will have no
        significant  impact on  Met-Pro's  consolidated  results of  operations,
        financial position,  or cash flows for the fiscal year ended January 31,
        2002.


                                       22
<PAGE>
                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

        Cash and cash equivalents:

        Short-term  investments at January 31, 2001 and 2000 were valued at cost
        (approximating  market)  and  amounted  to  $6,480,666  and  $4,186,461,
        respectively.  Short-term  investments consist principally of commercial
        paper  with an  original  maturity  of three  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.

        Debt:

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

                                                          January 31,
                                                   2001                 2000
        ------------------------------------------------------------------------
        Fair value                              $9,764,997          $11,261,578
        Carrying amount                          9,933,014           11,941,954

        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 5) 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: INVENTORIES

        Inventories consisted of the following:

                                                          January 31,
                                                   2001                 2000
        ------------------------------------------------------------------------
        Raw materials                           $7,770,874           $6,755,944
        Work in process                          1,573,802            2,016,612
        Finished goods                           3,741,293            4,971,586
        ------------------------------------------------------------------------
                                               $13,085,969          $13,744,142
        ========================================================================

        At  January  31,  2001 and  2000,  inventories  valued  at the  last-in,
        first-out method ("LIFO") were $2,284,381 and $2,389,238,  respectively.
        The  LIFO  value of  inventories  was  lower  than  replacement  cost by
        $899,223 and $875,558 at January 31, 2001 and 2000, respectively.

        The  book  basis  of  LIFO   inventories   exceeded  the  tax  basis  by
        approximately  $1,026,000  at both January 31, 2001 and 2000 as a result
        of applying  the  provisions  of  Accounting  Principles  Board  Opinion
        ("APB") No. 16, "Business Combinations",  to an acquisition completed in
        a prior year.


                                       23
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


NOTE 4: PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consisted of the following:

                                                  January 31,
                                              2001          2000
        -------------------------------------------------------------
        Land                                $1,794,088    $1,793,795
        Buildings and improvements          11,378,228    11,353,232
        Machinery and equipment             11,605,401    11,207,542
        Furniture and fixtures               3,158,346     3,062,990
        Automotive equipment                   985,818     1,023,219
        Construction in progress               154,266        15,448
        -------------------------------------------------------------
                                            29,076,147    28,456,226
        Less accumulated depreciation       16,066,900    14,982,927
        -------------------------------------------------------------
                                           $13,009,247   $13,473,299
        =============================================================

        Depreciation  of property,  plant and  equipment  charged to  operations
        amounted to $1,454,467, $1,556,191 and $1,443,458 for the years ended in
        2001, 2000 and 1999, respectively.








                                       24
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO Consolidated FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


NOTE 5: 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,
                                                         2001                2000
        -----------------------------------------------------------------------------
        <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              $9,300,000         $10,500,000

        Notes payable, bank, payable in
           quarterly installments of $87,500,
           plus interest at a fixed rate of
           7.51%, maturing September, 2001               262,500             612,500

        Notes payable, bank, payable in
           quarterly installments of $87,500,
           plus interest at a variable rate
           ranging from 6.87% to 7.33%,
           maturing September, 2001                      262,500             612,500

        Mortgage note payable, collateralized
           by property, payable $10,267
           monthly (including principal
           and interest), at a fixed interest
           rate of 8.5%, maturing
           January, 2002                                 108,014             216,954
        -----------------------------------------------------------------------------
                                                       9,933,014          11,941,954
              Less current portion                     1,833,014           2,008,940
        -----------------------------------------------------------------------------
                                                      $8,100,000          $9,933,014
        =============================================================================
</TABLE>

        These notes are subject to certain covenants,  including  maintenance of
        prescribed amounts of leverage and fixed charge coverage ratios.



                                       25
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


        Maturities of long-term debt are as follows:


                        Year Ending
                        January 31,
        ---------------------------------------------------------------
                           2002                       $1,833,014
                           2003                        1,200,000
                           2004                        1,200,000
                           2005                        1,200,000
                           2006                        1,200,000
                        Thereafter                     3,300,000
        ---------------------------------------------------------------
                                                      $9,933,014
        ===============================================================

        Interest expense was $694,112, $815,805 and $398,051 for the years ended
        in 2001, 2000 and 1999, respectively.


NOTE 6: STOCKHOLDERS' EQUITY

        On  February  21,  2000 the  Company  announced  a 350,000  share  stock
        repurchase  program,  which began after the Company's May 11, 1999 stock
        repurchase program was completed.  In addition, the Company announced an
        additional  300,000 share stock repurchase program on December 15, 2000,
        which will begin after the Company's  February 21, 2000 stock repurchase
        program is completed. During the fiscal year ended January 31, 2001, the
        Company repurchased 318,476 shares of its Common Stock at a cost of $3.0
        million.  At  January  31,  2001,  the  Company  had  the  authority  to
        repurchase  96,499  shares under the February 21, 2000 stock  repurchase
        program and 300,000 shares under the December 15, 2000 stock  repurchase
        program.

        The Company has a Shareholder's  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 7: INCOME TAXES

        The provision for income taxes was comprised of the following:

                                   2001              2000              1999
        -----------------------------------------------------------------------
        Current
           Federal              $3,408,005        $2,859,285        $3,216,200
           State                   662,757           556,607           878,903
           Foreign                 243,023           311,275           183,553
        -----------------------------------------------------------------------
                                 4,313,785         3,727,167         4,278,656
        Deferred                   256,998           266,073            (9,185)
        -----------------------------------------------------------------------
                                $4,570,783        $3,993,240        $4,269,471
        =======================================================================


                                       26
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (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 were as
        follows:

                                                    2001                2000
        ------------------------------------------------------------------------
        Deferred tax assets
           Inventory cost capitalization           $169,848            $215,686
           Pension cost                             757,001             911,611
           Non-compete agreements                   525,952             498,980
           Other                                    127,333              51,479
        ------------------------------------------------------------------------
              Total deferred tax assets           1,580,134           1,677,756
        ------------------------------------------------------------------------

        Deferred tax liabilities
           Accelerated depreciation                 493,256             512,407
           Inventory - Dean Pump Division           400,257             400,202
           Excess of book over tax basis of
              property acquired in acquisitions      37,582              66,678
           Goodwill                                 532,790             325,222
        ------------------------------------------------------------------------
              Total deferred tax liabilities      1,463,885           1,304,509
        ------------------------------------------------------------------------

        Net deferred tax assets                    $116,249            $373,247
        ========================================================================


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

                                                                2001                     2000                       1999
        ----------------------------------------------------------------------------------------------------------------------
        <S>                                          <C>            <C>        <C>            <C>        <C>             <C>
        Computed expected
           tax expense
           (federal)                                 $4,197,131     34.0%      $3,762,400     34.0%      $3,882,978      34.0%
        State income taxes,
           net of federal
           income tax benefit                           403,528      3.2          367,361      3.3          580,076       5.1
        Foreign tax differential                         (7,293)       -          (30,703)     (.3)          (5,277)        -
        Foreign tax credit                              (11,831)     (.1)          (5,606)       -          (10,924)      (.1)
        Other                                           (10,752)     (.1)        (100,212)     (.9)        (177,382)     (1.6)
        ----------------------------------------------------------------------------------------------------------------------
        Effective income taxes                       $4,570,783     37.0%      $3,993,240     36.1%      $4,269,471      37.4%
        ======================================================================================================================
</TABLE>

NOTE 8: 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, 2001 were as follows:

                        2002                         $339,373
                        2003                          265,204
                        2004                           10,938


        Rental expense for the above operating  leases during the years ended in
        2001, 2000 and 1999, was $411,929, $408,487 and $153,711, respectively.


                                       27
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


NOTE 9: 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.

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

<TABLE>
<CAPTION>
                                                2001            2000              1999
        ----------------------------------------------------------------------------------
        <S>                                    <C>             <C>             <C>
        Service cost - benefits earned
          during the period                    $583,387        $597,400          $527,196
        Interest cost on projected
           benefit obligation                   788,141         750,170           708,083
        Return on assets                       (765,117)     (2,009,740)       (1,707,281)
        Amortization                           (515,449)       (210,591)         (195,466)
        Deferred gain/(loss)
           on investments                      (393,568)        840,679           769,701
        ----------------------------------------------------------------------------------
                                              ($302,606)       ($32,082)         $102,233
        ==================================================================================
</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, 2001 and 2000:

<TABLE>
<CAPTION>

                                                               2001                 2000
        ------------------------------------------------------------------------------------
        <S>                                                <C>                  <C>
        Change in benefit obligation:

        Benefit obligation at beginning of year             $9,625,064          $10,334,600
           Service cost                                        583,387              597,400
           Interest cost                                       788,141              750,170
           Actuarial (gain)                                   (145,217)          (1,457,537)
           Benefits paid                                      (594,139)            (599,569)
           Other                                               274,852                    -
        ------------------------------------------------------------------------------------
        Benefit obligation at end of year                  $10,532,088           $9,625,064
        ------------------------------------------------------------------------------------

        Change in plan assets:

        Fair value of plan assets at beginning of year    $14,702,989           $13,171,597
           Actual return on plan assets                       765,117             2,009,740
           Employer contribution                              129,360               121,221
           Benefits paid                                     (594,139)             (599,569)
        ------------------------------------------------------------------------------------
        Fair value of plan assets at end of year          $15,003,327           $14,702,989
        ------------------------------------------------------------------------------------

        Funded status                                      $4,471,239            $5,077,925
           Unrecognized actuarial (gain)                   (6,894,792)           (7,465,147)
           Unrecognized transition (asset)                   (133,950)             (144,465)
           Unrecognized prior service costs                   410,966               180,855
           Unrecognized net loss                              190,508                     -
           Contribution after measurement
              date, prior year                                 15,000                     -
        ------------------------------------------------------------------------------------
        Net amount recognized                             ($1,941,029)          ($2,350,832)
        ------------------------------------------------------------------------------------

        Amounts recognized in the balance
            sheet consist of:

        Accrued benefit liability                         ($1,941,029)          ($2,350,832)
        ====================================================================================
</TABLE>

                                       28
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


        Assumptions used in the accounting for pension cost were:

                                             2001          2000          1999
        -----------------------------------------------------------------------
        Discount rate                        7.75%         7.00%         7.00%
        Rate of increase in
           compensation levels
           (where applicable)                4.50%         4.50%         4.50%
        Expected long-term rate of
           return on assets                  8.00%         9.00%         8.00%


        Directors' Benefit Plan:

        The Company also  provides a  non-qualified  pension plan for  Directors
        which is  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  $659,997  and  $598,064  at  January  31,  2001 and  2000,
        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:

        Effective April 1, 1999, the Company implemented a 401(k) profit sharing
        plan.  Substantially  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 15% 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.

        Defined Contribution Plan:

        Effective April 1, 1999, the Company implemented a 401(k) profit sharing
        plan.  Substantially  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 15% 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.

        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.  The Company  provided  for cash
        contributions  to the Employees'  Stock  Ownership  Trust of $0, $0, and
        $225,000 in the years ended in 2001,  2000 and 1999,  respectively.  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:

        The Company  accounts for stock options in  accordance  with APB No. 25,
        "Accounting for Stock Issued to Employees", and related Interpretations.
        The pro forma  disclosures  required  by SFAS No. 123,  "Accounting  for
        Stock-Based  Compensation",  are not  presented  since the impact on the
        Company's financial statements for the periods presented is de minimis.

        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"). Both
        of these  plans  contain  anti-dilution  provisions  that apply to stock
        splits and stock dividends declared by the Company.


                                       29
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


<TABLE>
<CAPTION>

        The status of the plans was as follows:


        1992 Plan                                     2001              2000              1999
        -----------------------------------------------------------------------------------------
        <S>                                          <C>               <C>               <C>
        Options outstanding at February 1            121,025           135,525           183,250
           Grants                                          -                 -                 -
           Exercises                                       -             3,000            47,725
           Cancellations                                   -            11,500                 -
        Options outstanding at January 31            121,025           121,025           135,525

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

        Options exercisable at January 31            121,025           121,025           131,025
        -----------------------------------------------------------------------------------------
        Options available for grant
           at January 31                                   0                 0                 0
        =========================================================================================


        1997 Plan                                     2001              2000              1999
        -----------------------------------------------------------------------------------------
        Options outstanding at February 1            134,950            33,500            20,000
           Grants                                      1,325           118,450            23,500
           Exercises                                       -                 -                 -
           Cancellations                               4,200            17,000            10,000
        Options outstanding at January 31            132,075           134,950            33,500

        Options price range at January 31              $9.75             $9.98            $12.00
                                                         to                to                to
                                                      $15.50            $15.50            $15.50

        Options exercisable at January 31             95,324            55,151            22,500
        -----------------------------------------------------------------------------------------
        Options available for grant
           at January 31                             186,725           188,050           306,500
        =========================================================================================


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

                                                       2001              2000              1999
        -----------------------------------------------------------------------------------------
        Options outstanding at February 1              $9.76             $9.68             $8.84
           Grants                                      $9.75            $10.12            $13.69
           Exercises                                       -             $5.00             $7.59
           Cancellations                               $9.88            $11.31            $12.00
        Options outstanding at January 31              $9.75             $9.76             $9.68
</TABLE>


                                       30
<PAGE>

                                  MET-PRO CORPORATION
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            FOR THE YEARS ENDED JANUARY 31, 2001, 2000 AND 1999 (Continued)


NOTE 10: OTHER INCOME, NET

        Other income, net, was comprised of the following:

                                              2001      2000        1999
        ------------------------------------------------------------------
        Gain/(loss) on sale of property
          and equipment                    ($12,656)   $1,096      $6,590
        Other, primarily interest income    537,385   469,912     612,117
        ------------------------------------------------------------------
                                           $524,729  $471,008    $618,707
        ==================================================================


NOTE 11: 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 20.


NOTE 12: 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>

                                                     2001                   2000                   1999
        ---------------------------------------------------------------------------------------------------
<S>                                              <C>                    <C>                    <C>
        Net sales:
          United States                          $64,569,224            $65,698,081            $56,229,689
          Foreign                                 16,634,326             12,751,911             11,160,799
        ---------------------------------------------------------------------------------------------------
                                                 $81,203,550            $78,449,992            $67,390,488
        ===================================================================================================

        Income from operations:
          United States                          $10,822,911            $10,144,373            $10,017,987
          Foreign                                  1,690,975              1,266,306              1,181,880
        ---------------------------------------------------------------------------------------------------
                                                 $12,513,886            $11,410,679            $11,199,867
        ===================================================================================================

        Total assets:
          United States                          $64,620,734            $63,774,777            $68,284,881
          Foreign                                  4,530,607              4,867,206              4,603,760
        ---------------------------------------------------------------------------------------------------
                                                 $69,151,341            $68,641,983            $72,888,641
        ===================================================================================================
</TABLE>

                                       31
<PAGE>

QUARTERLY FINANCIAL DATA (Unaudited)
<TABLE>
<CAPTION>

                                                                                      Earnings        Earnings
                                                                                      Per Share,      Per Share,
2000                            Net Sales          Gross Profit      Net Income         Basic          Diluted
-----------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>               <C>                 <C>             <C>
First Quarter                   $20,828,028        $7,101,713        $1,871,842          $.28            $.28
Second Quarter                   20,538,207         6,967,618         1,877,136           .28             .28
Third Quarter                    17,846,269         6,318,206         1,701,663           .26             .26
Fourth Quarter                   19,237,488         6,416,862         1,622,001           .25             .25

                                                                                      Earnings        Earnings
                                                                                      Per Share,      Per Share,
2001                            Net Sales          Gross Profit      Net Income         Basic          Diluted
-----------------------------------------------------------------------------------------------------------------------
First Quarter                   $20,250,931        $6,777,556        $1,753,284          $.28            $.28
Second Quarter                   20,258,228         7,142,582         1,930,519           .31             .31
Third Quarter                    21,258,013         7,192,598         2,016,979           .33             .33
Fourth Quarter                   19,436,378         6,848,418         2,072,938           .34             .34
</TABLE>


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

     During the fiscal year ended January 31, 2001,  there has been no change in
accountants and no disagreements on accounting and financial disclosure.


                                    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 5 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 2001
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 2001
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 2001  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 2001  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.

                                       32
<PAGE>

                                     PART IV


Item 14. 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 14.

        B.      Exhibits:

                The following  exhibits are filed  herewith or  incorporated  by
                reference:

                (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.   Incorpora   ted  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 R  egistration  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.*

                (10)(d) Amendment No. 1 to the 1997 Stock Option Plan.*

                (10)(e) Key  Employee   Severance   Agreement   between  Met-Pro
                        Corporation and William L. Kacin.*

                (10)(f) Key  Employee   Severance   Agreement   between  Met-Pro
                        Corporation and Gary J. Morgan.*

                (10)(g) Key  Employee   Severance   Agreement   between  Met-Pro
                        Corporation and Raymond J. De Hont.*

                (10)(h) Amendment to Key Employee  Severance  Agreement  between
                        Met-Pro Corporation and William L. Kacin.*

                (10)(i) Amendment to Key Employee  Severance  Agreement  between
                        Met-Pro Corporation and Gary J. Morgan.*

                                       33
<PAGE>


                (10)(j) The Company's Director's Pension Plan.*

                (10)(k) Amendment 1 of the Company's Director's Pension Plan.*

                (10)(l) Amendment 2 of the Company's Director's Pension Plan.*

                (10)(m) Restoration Plan, effective February 1, 2000.*

                (10)(n) Amendment 1 of the Company's Restoration Plan.*

                (10)(o) Additional 1% Supplemental  Executive  Retirement  Plan,
                        effective February 1, 2000.*

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

                (21)    List of Subsidiaries of Registrant:

<TABLE>
<CAPTION>
<S>                                             <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
</TABLE>

                (23)    Consent of Independent Public Accountants.

                (27)    Financial Data Schedule.

                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.
                (99)    Additional exhibits.


                                    - Notes -

                *  Indicates   management   contract  or  compensatory  plan  or
                   arrangement.


        C.      Reports on Form 8-K:

                No reports on Form 8-K were filed  during the three month period
                ended January 31, 2001.



                                       34
<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


  May 4, 2001                                 By: /s/ William L. Kacin
----------------                                 -------------------------------
     Date                                          William L. Kacin
                                                   Chairman,
                                                   Chief Executive Officer
                                                   and President

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.

<TABLE>
<CAPTION>

       Signature                        Title                          Date
       ---------                        -----                        ---------
<S>                                <C>
/s/ William L. Kacin               Chairman, Chief                  May 4, 2001
----------------------------       Executive Officer
William L. Kacin                   and President


/s/ Gary J. Morgan                 Vice President-Finance,          May 4, 2001
----------------------------       Secretary, Treasurer,
Gary J. Morgan                     Chief Financial Officer,
                                   Chief Accounting Officer
                                   and Director

/s/ Thomas F. Hayes                Director                         May 4, 2001
----------------------------
Thomas F. Hayes


/s/ Alan Lawley                    Director                         May 4, 2001
----------------------------
Alan Lawley


/s/ Nicholas DeBenedictis          Director                         May 4, 2001
----------------------------
Nicholas DeBenedictis


/s/ Jeffrey H. Nicholas            Director                         May 4, 2001
----------------------------
Jeffrey H. Nicholas

/s/ Michael J. Morris              Director                         May 4, 2001
----------------------------
Michael J. Morris
</TABLE>


                                       35
<PAGE>

                                (LOGO OMITTED)