================================================================================

                       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, 2002         Commission file number 001-07763


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


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

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

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

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

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

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

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

    Indicate  by check mark  whether  the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
                                             ---  ---

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

    The  number of  shares  outstanding  of the  Registrant's  Common  Stock was
6,086,608 as of April 25, 2002.  The aggregate  market value of the voting stock
held by non-affiliates of the Registrant was $92,212,111 as of April 25, 2002.


                       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 12, 2002.................................III
================================================================================
<PAGE>



<TABLE>
<CAPTION>
                                                            INDEX
                                                                                                                           Page
PART I
<S>      <C>                                                                                                                <C>
         Item 1.  Business.................................................................................................  1
         Item 2.  Properties...............................................................................................  7
         Item 3.  Legal Proceedings........................................................................................  8
         Item 4.  Submission of Matters to a Vote of Security Holders......................................................  8

PART II
         Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters....................................  9
         Item 6.  Selected Financial Data.................................................................................. 10
         Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 11
         Item 7A. Quantitative and Qualitative Disclosure About Market Risks............................................... 15
         Item 8.  Financial Statements and Supplementary Data.............................................................. 16
         Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..................... 34

PART III
         Item 10. Directors and Executive Officers of the Registrant....................................................... 34
         Item 11. Executive Compensation................................................................................... 34
         Item 12. Security Ownership of Certain Beneficial Owners and Management........................................... 34
         Item 13. Certain Relationships and Related Transactions........................................................... 34

PART IV
         Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.......................................... 35

SIGNATURES................................................................................................................. 38
</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.  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/or 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 77 manufacturer's  representatives in 37
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 47 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.

                                       1
<PAGE>

     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.

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

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

     Fluid Handling Equipment Segment

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

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

                                       2
<PAGE>



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


     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,
                              2002                  2001                   2000
                            ----------------------------------------------------
     United States            84.3%                 79.5%                  83.7%
     Foreign                  15.7%                 20.5%                  16.3%
                            ----------------------------------------------------
     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.


                                       3
<PAGE>


Research and Development:

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

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

     Research and development expenses were $1.0 million,  $0.8 million and $0.8
million  for  each  of  the  years  ended  January  31,  2002,  2001  and  2000,
respectively.


Patents and Trademarks:

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


Regulatory Matters:

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


Backlog:

     Generally,  the Company's customers do not enter into long-term  contracts,
but rather issue purchase  orders that are accepted by the Company.  The rate of
booking new orders  varies  from month to month.  In  addition,  the orders have
varying delivery schedules,  and the Company's backlog as of any particular date
may not be  representative  of actual  revenues for any succeeding  period.  The
dollar amount of the Company's backlog of orders, considered to be firm, totaled
$9,931,016  and $9,529,541 as of January 31, 2002 and 2001,  respectively.  This
does not include an additional  $4,319,024 and $5,469,863 of orders  in-house as
of January 31, 2002 and 2001, 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, 2002 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, 2002, the Company  employed 361 people,  of whom 140 were
involved  in  manufacturing,  and 221 were  engaged  in  administration,  sales,
engineering,  supervision  and  clerical  work.  The  Company  has  had no  work
stoppages  during the past 20 years and considers  its employee  relations to be
good.

                                       4
<PAGE>


Foreign Operations:

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

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

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

















                                       5
<PAGE>


Executive Officers of the Company:


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

     William L.  Kacin,  age 70, 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 48, is Chief Operating  Officer of the Company,  to
which office he was elected in June 2000.  Mr. De Hont served as Vice  President
and General Manager of the Company's  Fybroc Division from 1995 to June 2000. In
October 1999, he also assumed the  responsibilities  of General  Manager for the
Company's  Dean Pump  Division.  Prior to joining  Met-Pro  Corporation,  Mr. De
Hont's  management  positions  at  Air  and  Water  Technologies  included  Vice
President and General Manager of Flex-Kleen Corporation, which is now a division
of Met-Pro Corporation.

     Gary J. Morgan,  CPA, age 47, 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 52, is 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 48, 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 48, is 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 48, is 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 51, is the  Managing  Director of Mefiag B.V., a
wholly-owned  subsidiary  of the Company,  located in  Heerenveen,  Holland,  an
office to which he was elected in August  1993.  He was  employed by Mefiag B.V.
for over five years as  Managing  Director  for the  predecessor  of Mefiag B.V.
prior to becoming an employee of the Company's subsidiary on June 30, 1993, when
we acquired that company.

     Gregory C.  Kimmer,  age 47, 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 48, is 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 61, 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 43, is 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 55, is 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 UOP Asia joint venture.

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

                                       6

<PAGE>

Item 2.  Properties:

     The following  manufacturing and production facilities were owned or leased
by the Company at January 31, 2002:

<TABLE>
<CAPTION>

         Name                               Structure                               Property/Location              Status

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

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

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

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

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

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

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

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

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

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

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

                                    Vacant land                                  3 acres in Heerenveen, Holland    Owned

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

(1)  Systems  Division's  lease  for  the  Sales  and  Engineering  facility  in
     Kulpsville,  Pennsylvania  expires on  February  9, 2003.  The term of this
     lease may be extended by Systems Division for two one (1) year periods.

(2)  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.

(3)  Flex-Kleen Division's lease for the warehouse in Sharpsburg, North Carolina
     expires on October 29, 2003.

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

                                      7

<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, 2002.





                                        8
<PAGE>

                                     PART II


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.

<TABLE>
<CAPTION>

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

Year ended January 31, 2001                         April         July         October         January
-------------------------------------------------------------------------------------------------------
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
</TABLE>

     There were 727 registered stockholders at January 31, 2002, 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 $.085 per share
payable on March 9, 2001, June 8, 2001, September 10, 2001 and December 10, 2001
to stockholders of record as of February 23, 2001, May 25, 2001, August 31, 2001
and November 30, 2001.

     During the third quarter of fiscal year ended 2002,  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 February 21, 2000.

     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.  The
Company  repurchased  an  aggregate of 145,590  shares under the combined  stock
buyback programs during the year ended January 31, 2002.

                                       9
<PAGE>

Item 6.  Selected Financial Data:

<TABLE>
<CAPTION>
                                                                              Years ended January 31,
                                                     2002            2001            2000            1999            1998
------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>             <C>             <C>             <C>
Selected Operating Statement Data
Net sales                                        $70,088,446      $81,203,550     $78,449,992     $67,390,488     $62,387,870
Income from operations                             9,451,925       12,513,886      11,410,679      11,199,867      11,021,314
Net income                                         6,189,317        7,773,720       7,072,642       7,151,052       7,116,481
EBITDA (a)                                        11,497,932       14,736,541      13,826,535      13,287,878      12,851,944
Earnings per share, basic                               1.01             1.26            1.08            1.04            1.01
Earnings per share, diluted                             1.01             1.26            1.08            1.03            1.00

Selected Balance Sheet Data
Current assets                                   $37,411,679      $37,412,259     $35,722,971     $38,683,453     $36,067,260
Current liabilities                                9,598,600       12,957,995      13,681,578      14,387,868      11,267,545
Working capital                                   27,813,079       24,454,264      22,041,393      24,295,585      24,799,715
Current ratio                                            3.9              2.9             2.6             2.7             3.2
Total assets                                      68,070,192       69,151,341      68,641,983      72,888,641      57,984,240
Long-term obligations                              7,125,195        8,100,000       9,933,014      11,941,954       2,242,047
Total stockholders' equity                        50,279,394       47,061,366      44,206,333      45,925,107      43,840,829
Total capitalization                              57,404,589       55,161,366      54,139,347      57,867,061      46,082,876
Return on average total assets, %                        9.0             11.3            10.0            10.9            12.5
Return on average stockholders' equity, %               12.7             17.0            15.7            15.9            16.9

Other Financial Data
Net cash flows from operating activities          $8,301,567      $10,047,845     $10,204,749      $7,990,115      $7,351,850
Capital expenditures                               1,631,356        1,023,682       1,193,559       1,191,616       1,356,065
Stockholders' equity per share                          8.27             7.73            6.92            6.76            6.27
Cash dividends paid per share (b)                        .34              .32             .48             .30             .27
Average common shares, basic                       6,109,141        6,152,325       6,542,210       6,907,654       7,053,071
Average common shares, diluted                     6,143,837        6,173,437       6,576,820       6,955,892       7,144,931
Shares of common stock outstanding                 6,083,172        6,090,155       6,391,242       6,794,898       6,993,473
==============================================================================================================================
</TABLE>

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

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








                                       10
<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
this Management's  Discussion and Analysis of Financial  Condition and Result of
Operations.


Results of Operations:

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

<TABLE>
<CAPTION>
                                                                           Years ended January 31,
                                                                      2002          2001         2000
-------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>          <C>
Net sales                                                            100.0%        100.0%       100.0%
Cost of goods sold                                                    65.7%         65.6%        65.8%
-------------------------------------------------------------------------------------------------------
Gross profit                                                          34.3%         34.4%        34.2%
Selling, general and administrative expense                           20.8%         19.0%        19.6%
-------------------------------------------------------------------------------------------------------
Income from operations                                                13.5%         15.4%        14.6%

Interest expense                                                       (.8%)         (.8%)       (1.1%)
Other income, net                                                      1.2%           .6%          .6%
-------------------------------------------------------------------------------------------------------
Income before taxes                                                   13.9%         15.2%        14.1%

Provision for taxes                                                    5.1%          5.6%         5.1%
-------------------------------------------------------------------------------------------------------
Net income                                                             8.8%          9.6%         9.0%
=======================================================================================================
</TABLE>

FYE 2002 vs FYE 2001:

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

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

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

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

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


                                       11
<PAGE>


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

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

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

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


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, an increase of $2.8 million. This was the eighth consecutive year that net
sales  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 and pollution  control  equipment.  Sales in the
Fluid Handling Equipment segment were $29.6 million, 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  foreign 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, 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.

     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 of the fiscal  years 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.

                                       12
<PAGE>


Liquidity:

     Cash and cash  equivalents  were  $11.8  million on January  31,  2002,  an
increase of $3.3 million over the previous year. This increase is the net result
of  positive  cash flows  provided  by  operating  activities  of $8.3  million,
proceeds  from the sale of property  and  equipment  totalling  $1.1 million and
proceeds from the exercise of stock options amounting to $1.1 million, offset by
the payment of cash dividends  amounting to $1.9 million (net of $0.1 million of
dividends  returned  to the  Company  in the form of stock  purchases  under the
Company's Dividend  Reinvestment Plan), payments of scheduled debt totaling $1.7
million,  purchase of treasury stock amounting to $1.8 million and investment in
property and equipment amounting to $1.6 million.

     Accounts  receivable  were $10.5 million at January 31, 2002, a decrease of
$3.7  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 $13.7 million at January 31, 2002, an increase of $0.6
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 $13.0  million at January 31, 2001 to
$9.6  million at January 31,  2002,  or $3.4  million.  A reduction  in accounts
payable and accrued  expenses and the current portion of long-term debt,  offset
by an increase in customer advances accounted for the decrease.

     The Company has  consistently  maintained a high current  ratio and has not
utilized  either  the  domestic  line of  credit or the  foreign  line of credit
totaling $5.0 million which are available for working  capital  purposes.  As of
January 31, 2002 and January 31,  2001,  working  capital was $27.8  million and
$24.5   million,   respectively,   and  the  current  ratio  was  3.9  and  2.9,
respectively.


Capital Resources and Requirements:

     Cash flows  provided by operating  activities  during the fiscal year ended
January 31, 2002 amounted to $8.3 million  compared to $10.0 million  during the
prior fiscal year. This decrease in cash flows from operating activities was due
principally  to the  increase  in  inventories  and a  decrease  in net  income,
accounts  payable and  accrued  expenses  for the fiscal year ended  January 31,
2002, offset by an increase in accounts receivable  collections.  Per share, our
cash flows from  operating  activities  decreased to $1.35 per share compared to
$1.63 per share for the prior year.

     Cash  flows used in  investing  activities  during  the  fiscal  year ended
January 31, 2002  amounted to $0.5 million  compared to $1.0 million  during the
fiscal year ended January 31, 2001. The Company's  investing  activities for the
fiscal year ended January 31, 2002,  principally  represent the  acquisition  of
property,  plant and  equipment  in both  business  segments  offset by proceeds
received  from the sale of property and  equipment  associated  with the Systems
Division's  operations in West Chester,  Pennsylvania.  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, 2002 used
$4.4 million of available  resources  compared to $6.8 million  during the prior
fiscal year.  The 2002  activity is the result of the payment of quarterly  cash
dividends  amounting to $1.9 million (net of $0.1 million of dividends  utilized
by  stockholders  for stock  purchases  under the Dividend  Reinvestment  Plan),
reduction of long-term debt totaling $1.7 million,  and the purchase of treasury
stock  totaling  $1.8  million,  offset by proceeds  received by the exercise of
stock options amounting to $1.1 million.

     The Company paid $1.7 million of scheduled  debt during the current  fiscal
year.  The  percentage of long-term debt to equity at January 31, 2002 decreased
to 14.2% compared to 17.2% at January 31, 2001.

     During the fiscal year ended  January 31,  2002,  the Company  continued to
repurchase shares  outstanding on the open market at prevailing prices under the
350,000 share stock repurchase program authorized on February 21, 2000 which was
completed  on  September  19, 2001,  following  which the Company  began to make
additional  purchases under an additional 300,000 share stock repurchase program
authorized on December 15, 2000. For the fiscal year ended January 31, 2002, the
Company  repurchased  145,590  shares,  49,091  shares under the plan  effective
December 15, 2000 and 96,499 shares under the plan effective  February 21, 2000,
at a cost of $1.8 million.

                                       13
<PAGE>


     The Board of Directors  declared  dividends  of $.085 per share  payable on
March 9,  2001,  June 8, 2001,  September  10,  2001 and  December  10,  2001 to
stockholders  of record at the close of business on February 23,  2001,  May 25,
2001, August 31, 2001 and November 30, 2001, respectively. On December 20, 2001,
the Board of Directors  declared a quarterly  dividend of $.085 per share, which
was paid on March 8, 2002 to  stockholders of record at the close of business on
February 22, 2002.

     As part of our commitment to the future,  the Company expended $1.0 million
and $0.8 million on research and  development for the fiscal years ended January
31, 2002 and 2001, respectively.

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


Recent Accounting Pronouncements:

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations",  and SFAS No. 142, "Goodwill and Other Intangible  Assets".  SFAS
No. 141, which is effective for business  combinations  completed after June 30,
2001, requires among other things, that (1) the purchase method of accounting be
used for all business combinations, (2) specific criteria be established for the
recognition  of intangible  assets  separately  from goodwill and (3) additional
information about acquired  intangible  assets be provided.  SFAS No. 142, which
will  become  effective  for the Company  prospectively  as of February 1, 2002,
primarily addresses the accounting for goodwill and intangible assets subsequent
to their  acquisition.  Among other  things,  it requires  that  goodwill not be
amortized for financial statement purposes; instead, management will be required
to test goodwill for  impairment at least  annually.  While the Company is still
analyzing the effect of SFAS No. 142 on the financial statements,  a preliminary
estimate of the annual amortization of goodwill and indefinite-lived  intangible
assets  that  will  cease  in  the  fiscal  year  ending  January  31,  2003  is
approximately $0.5 million.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets", which excludes from the definition
of long-lived  assets goodwill and other  intangibles  that are not amortized in
accordance with SFAS No. 142. SFAS No. 144 requires that long-lived assets to be
disposed of by sale be  measured  at the lower of carrying  amount or fair value
less cost to sell, whether reported in continuing  operations or in discontinued
operations.  SFAS No. 144 also expands the reporting of discontinued  operations
to include  components of an entity that have been or will be disposed of rather
than limiting such discontinuance to a segment of a business.  The provisions of
SFAS No. 144 are effective in fiscal years  beginning  after  December 15, 2001,
with early adoption permitted and, in general, are to be applied  prospectively.
The Company plans to adopt SFAS No. 144 effective  February 1, 2002 and does not
expect that the adoption will have a material impact on its consolidated results
of operations and financial position.


Critical Accounting Policies and Estimates:

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

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

    Property,  plant and  equipment,  intangible  and certain  other  long-lived
assets are depreciated  and amortized over their useful lives.  Useful lives are
based on  management's  estimates  of the period that the assets  will  generate
revenue.  Intangible  assets are  reviewed  for  impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable. Costs in excess of net assets of businesses acquired (goodwill),

                                       14
<PAGE>


subsequent to October 31, 1970,  totaling  approximately $17.0 million are being
amortized over forty (40) years through January 31, 2002.  Subsequent to January
31, 2002,  goodwill  will no longer be  amortized;  instead  management  will be
required to test for impairment of goodwill annually.  A preliminary estimate of
the annual  amortization  of goodwill  that will cease in the fiscal year ending
January 31, 2003 is approximately $.5 million.

     The  determination  of our obligation  and expense for pension  benefits is
dependent  on  our  selection  of  certain  assumptions  used  by  actuaries  in
calculating  such  amounts.  Those  assumptions  are  described in Note 9 to the
consolidated  financial statements and include,  among other, the discount rate,
expected  long-term  rate of return on plan  assets  and  rates of  increase  in
compensation.  In accordance  with  generally  accepted  accounting  principles,
actual results that differ from our  assumptions  are  accumulated and amortized
over future periods and therefore,  generally affect our recognized  expense and
recorded  obligation  in  such  future  periods.   While  we  believe  that  our
assumptions are appropriate, significant differences in our actual experience or
significant  changes  in our  assumptions  may  materially  affect  our  pension
obligations and our future expense.


Factors that May Affect Future Results:

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

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

o    materially adverse changes in economic  conditions in the markets served by
     us or in significant customers of ours;

o    material changes in available technology;

o    failure in execution of acquisition 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    failure to properly execute customer orders,  including  misspecifications,
     design, engineering or production errors; and

o    changes in federal or state laws.


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

     Not Applicable

                                       15
<PAGE>

Item 8.   Financial Statements and Supplementary Data:

          Index to Consolidated Financial Statements and Supplementary Data:

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

          Supplementary Data:
               Quarterly Financial Data ................................................................................... 34
</TABLE>





                                       16
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


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

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Met-Pro
Corporation and its  wholly-owned  subsidiaries as of January 31, 2002 and 2001,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period  ended  January  31,  2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Met-Pro Corporation
and its  wholly-owned  subsidiaries  as of January  31,  2002 and 2001,  and the
results of their  operations and their cash flows for each of the three years in
the period  ended  January 31, 2002 in  conformity  with  accounting  principles
generally accepted in the United States of America.

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

Bala Cynwyd, Pennsylvania

February 21, 2002


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

                                                                                              Years ended January 31,
                                                                                2002                  2001                2000
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>                 <C>
Net sales                                                                    $70,088,446           $81,203,550         $78,449,992
Cost of goods sold                                                            46,060,214            53,242,396          51,645,593
-----------------------------------------------------------------------------------------------------------------------------------
Gross profit                                                                  24,028,232            27,961,154          26,804,399
-----------------------------------------------------------------------------------------------------------------------------------


Operating expenses
  Selling                                                                      6,998,234             7,043,540           7,128,258
  General and administrative                                                   7,578,073             8,403,728           8,265,462
-----------------------------------------------------------------------------------------------------------------------------------
                                                                              14,576,307            15,447,268          15,393,720
-----------------------------------------------------------------------------------------------------------------------------------
Income from operations                                                         9,451,925            12,513,886          11,410,679

Interest expense                                                                (557,855)             (694,112)           (815,805)
Other income, net                                                                852,885               524,729             471,008
-----------------------------------------------------------------------------------------------------------------------------------
Income before taxes                                                            9,746,955            12,344,503          11,065,882

Provision for taxes                                                            3,557,638             4,570,783           3,993,240
-----------------------------------------------------------------------------------------------------------------------------------
Net income                                                                    $6,189,317            $7,773,720          $7,072,642
===================================================================================================================================

Earnings per share
  Basic                                                                            $1.01                 $1.26               $1.08
  Diluted                                                                          $1.01                 $1.26               $1.08
===================================================================================================================================

Average number of common and
common equivalent shares outstanding
    Basic                                                                      6,109,141             6,152,325           6,542,210
    Diluted                                                                    6,143,837             6,173,437           6,576,820
===================================================================================================================================
</TABLE>

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

                                       18
<PAGE>
                                                        MET-PRO CORPORATION
                                                     CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                        January 31,
ASSETS                                                                            2001                2000
--------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                 <C>
Current assets
   Cash and cash equivalents                                                  $11,832,260          $8,510,045
   Accounts receivable, net of allowance for
     doubtful accounts of approximately
     $229,000 and $218,000, respectively                                       10,465,069          14,208,689
   Inventories                                                                 13,701,676          13,085,969
   Prepaid expenses, deposits and other current assets                            911,457             958,722
   Deferred income taxes                                                          501,217             648,834
--------------------------------------------------------------------------------------------------------------
          Total current assets                                                 37,411,679          37,412,259

Property, plant and equipment, net                                             12,505,114          13,009,247
Costs in excess of net assets of businesses acquired, net                      17,780,767          18,276,472
Other assets                                                                      372,632             453,363
--------------------------------------------------------------------------------------------------------------
          Total assets                                                        $68,070,192         $69,151,341
==============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------------------------------------
Current liabilities
   Current portion of long-term debt                                           $1,231,469          $1,833,014
   Accounts payable                                                             3,094,300           4,284,687
   Accrued salaries, wages and expenses                                         4,003,382           5,704,372
   Payroll and other taxes payable                                                  2,645               8,808
   Dividend payable                                                               517,070             517,669
   Customers' advances                                                            749,734             609,445
--------------------------------------------------------------------------------------------------------------
          Total current liabilities                                             9,598,600          12,957,995

Long-term debt                                                                  7,125,195           8,100,000
Other non-current liabilities                                                     586,973             499,395
Deferred income taxes                                                             480,030             532,585
--------------------------------------------------------------------------------------------------------------
          Total liabilities                                                    17,790,798          22,089,975
--------------------------------------------------------------------------------------------------------------
Commitments

Stockholders' equity
   Common stock, $.10 par value; 18,000,000 shares
       authorized, 7,219,165 and 7,206,583 shares issued,
       of which 1,135,993 and 1,116,428 shares were reacquired
       and held in treasury, at the respective dates                              721,916             720,658
    Additional paid-in capital                                                  7,879,368           8,139,799
    Retained earnings                                                          55,990,079          51,880,800
    Accumulated other comprehensive loss                                         (827,737)           (491,163)
    Treasury stock, at cost                                                   (13,484,232)        (13,188,728)
--------------------------------------------------------------------------------------------------------------
          Total stockholders' equity                                           50,279,394          47,061,366
--------------------------------------------------------------------------------------------------------------
          Total liabilities and stockholders' equity                          $68,070,192         $69,151,341
==============================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.

                                       19
<PAGE>

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


                                                                          Years ended January 31,
                                                                  2002            2001            2000
-----------------------------------------------------------------------------------------------------------

                                        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<S>                                                             <C>             <C>             <C>
Cash flows from operating activities
    Net income                                                  $6,189,317      $7,773,720      $7,072,642
    Adjustments to reconcile net income to net
         cash provided by operating activities:
     Depreciation and amortization                               2,046,007       2,222,655       2,415,856
     Deferred income taxes                                         155,419         256,998         266,073
     (Gain) loss on sales of property and equipment, net          (472,895)         12,656          (1,096)
     Allowance for doubtful accounts                                10,721          (6,576)        (36,524)
     (Increase) decrease in operating assets,
            net of acquisitions
         Accounts receivable                                     3,658,676        (515,006)        681,168
         Inventories                                              (687,317)        631,810       1,131,608
         Prepaid expenses and other current assets                 115,808          92,357        (320,752)
         Other assets                                               (8,092)        (52,309)        (24,187)
     Increase (decrease) in operating liabilities,
            net of acquisitions
         Accounts payable, accrued expenses and taxes           (2,933,944)       (181,137)       (918,189)
         Customers' advances                                       140,289        (270,987)       (148,743)
         Other non-current liabilities                              87,578          83,664          86,893
-----------------------------------------------------------------------------------------------------------
         Net cash provided by operating activities               8,301,567      10,047,845      10,204,749
-----------------------------------------------------------------------------------------------------------


Cash flows from investing activities
    Proceeds from sales of property and equipment                1,095,456           2,000          14,690
    Acquisitions of property and equipment                      (1,631,356)     (1,023,682)     (1,193,559)
    Payment for purchase of acquisitions,
         net of cash acquired                                            -               -          (7,281)
-----------------------------------------------------------------------------------------------------------
         Net cash (used in) investing activities                  (535,900)     (1,021,682)     (1,186,150)
-----------------------------------------------------------------------------------------------------------

Cash flows from financing activities
    Reduction of debt                                           (1,741,711)     (2,008,940)     (2,125,093)
    Exercise of stock options                                    1,092,253               -          15,000
    Payment of dividends                                        (1,934,132)     (1,806,361)     (2,694,860)
    Purchase of treasury shares                                 (1,793,435)     (3,018,786)     (5,281,367)
-----------------------------------------------------------------------------------------------------------
         Net cash (used in) financing activities                (4,377,025)     (6,834,087)    (10,086,320)
-----------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash                            (66,427)        (13,587)        (47,092)
-----------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents             3,322,215       2,178,489      (1,114,813)

Cash and cash equivalents at beginning of year                   8,510,045       6,331,556       7,446,369
-----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                       $11,832,260      $8,510,045      $6,331,556
===========================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.

                                                              20

<PAGE>

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


                                                                                        Accumulated
                                                            Additional                     Other
                                               Common        Paid-in      Retained     Comprehensive     Treasury
                                               Stock         Capital      Earnings     Income/(Loss)      Stock            Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>            <C>             <C>            <C>             <C>
Balances, January 31, 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

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

Dividends paid, $.34 per share                      -              -      (1,562,968)             -               -      (1,562,968)
Dividend declared, $.085 per share                  -              -        (517,070)             -               -        (517,070)
Proceeds from issuance of common
   stock under dividend reinvestment
   plan (12,582 shares)                         1,258        145,247               -              -               -         146,505
Stock option transactions                           -       (405,678)              -              -       1,497,931       1,092,253
Purchase of 145,590 shares of
  treasury stock                                    -              -               -              -      (1,793,435)     (1,793,435)
------------------------------------------------------------------------------------------------------------------------------------
Balances, January 31, 2002                   $721,916     $7,879,368     $55,990,079      ($827,737)   ($13,484,232)    $50,279,394
====================================================================================================================================
</TABLE>
The notes to consolidated financial statements are an integral part of the above
statement.

                                                                21
<PAGE>

                               MET-PRO CORPORATION
                       CONSOLIDATED BUSINESS SEGMENT DATA


<TABLE>
<CAPTION>
                                                              Years ended January  31,
                                                          2002          2001          2000
-----------------------------------------------------------------------------------------------
<S>                                                    <C>           <C>           <C>
Net sales to unaffiliated customers
Product recovery/pollution control equipment           $44,498,316   $51,650,730   $51,883,604
Fluid handling equipment                                25,590,130    29,552,820    26,566,388
-----------------------------------------------------------------------------------------------
                                                       $70,088,446   $81,203,550   $78,449,992

   Includes foreign sales of:
   Product recovery/pollution control equipment         $4,437,309    $7,787,437    $5,780,112
   Fluid handling equipment                              6,598,746     8,846,889     6,971,799
-----------------------------------------------------------------------------------------------
                                                       $11,036,055   $16,634,326   $12,751,911
===============================================================================================

Income from operations
Product recovery/pollution control equipment            $5,144,940    $7,066,793    $7,431,748
Fluid handling equipment                                 4,306,985     5,447,093     3,978,931
-----------------------------------------------------------------------------------------------
                                                        $9,451,925   $12,513,886   $11,410,679
===============================================================================================

Depreciation and amortization expense
Product recovery/pollution control equipment            $1,303,761    $1,450,025    $1,633,097
Fluid handling equipment                                   742,246       772,630       782,759
-----------------------------------------------------------------------------------------------
                                                        $2,046,007    $2,222,655    $2,415,856
===============================================================================================

Capital expenditures
Product recovery/pollution control equipment              $675,435      $442,662      $571,629
Fluid handling equipment                                   746,241       448,685       531,435
-----------------------------------------------------------------------------------------------
                                                         1,421,676       891,347     1,103,064
Corporate                                                  209,680       132,335        90,495
-----------------------------------------------------------------------------------------------
                                                        $1,631,356    $1,023,682    $1,193,559
===============================================================================================

Identifiable assets at January 31
Product recovery/pollution control equipment           $38,945,179   $40,274,449   $42,803,505
Fluid handling equipment                                18,209,157    18,785,577    18,662,280
-----------------------------------------------------------------------------------------------
                                                        57,154,336    59,060,026    61,465,785
Corporate                                               10,915,856    10,091,315     7,176,198
-----------------------------------------------------------------------------------------------
                                                       $68,070,192   $69,151,341   $68,641,983
===============================================================================================
</TABLE>

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

                                           22
<PAGE>


                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000


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.

        Use of estimates:

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

        Foreign currency translation:

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

        Inventories:

        Inventories  generally  are  stated  at the  lower of cost  (principally
        first-in, first-out) or market except for the inventory at the Dean Pump
        Division which is determined on the last-in,  first-out  basis (see Note
        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,  totaling $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,
        totaling  $17,198,254,  are being  amortized over 40 years.  The Company
        monitors the recoverability of goodwill using a fair value approach (See
        comments under "Recent Accounting Pronouncements" on the next page).

        Revenue recognition:

        Revenues are generally recognized when products are shipped.




                                       23
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


        Advertising:

        Advertising  costs are charged to  operations  in the year  incurred and
        were  $1,403,366,  $1,344,231 and $1,289,803 for the years ended January
        31, 2002, 2001 and 2000, respectively.

        Research and development:

        Research and  development  costs are charged to  operations  in the year
        incurred  and were  $979,813,  $788,777 and $798,507 for the years ended
        January 31, 2002, 2001 and 2000, respectively.

        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 20, 2001, the Board of Directors declared an $.085 per share
        quarterly  cash  dividend  payable on March 8, 2002 to  stockholders  of
        record on February 22, 2002, amounting to $517,070.

        Accounts receivable credit risk:

        The Company believes  concentrations of accounts  receivable credit risk
        are limited due to the number of  customers,  and  dispersion  among the
        business segments and geographic areas.

        Supplemental cash flow information:

                                         2002           2001           2000
        -----------------------------------------------------------------------
        Cash paid during the year for:
                Interest                $560,697       $819,054       $826,635
                Income taxes          $3,431,219     $3,689,100     $3,885,098
        =======================================================================

        Recent accounting pronouncements:

        In June 2001, the Financial  Accounting  Standards Board ("FASB") issued
        Statement of Financial  Accounting Standards ("SFAS") No. 141, "Business
        Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets".
        SFAS No. 141,  which is effective  for business  combinations  completed
        after June 30, 2001, requires, among other things, that (1) the purchase
        method of accounting be used for all business combinations, (2) specific
        criteria  be  established  for  the  recognition  of  intangible  assets
        separately from goodwill and (3) additional  information  about acquired
        intangible assets be provided. SFAS No. 142, which will become effective
        for  the  Company  prospectively  as  of  February  1,  2002,  primarily
        addresses the accounting for goodwill and intangible  assets  subsequent
        to their acquisition.  Among other things, it requires that goodwill not
        be amortized for financial statement purposes;  instead, management will
        be required to test goodwill for impairment at least annually. While the
        Company is still  analyzing  the effect of SFAS No. 142 on the financial
        statements,  a  preliminary  estimate  of  the  annual  amortization  of
        goodwill and  indefinite-lived  intangible assets that will cease in the
        fiscal year ending January 31, 2003 is approximately $0.5 million.


                                       24
<PAGE>


                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


        In October  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
        Impairment or Disposal of Long-Lived  Assets",  which  excludes from the
        definition of long-lived  assets goodwill and other intangibles that are
        not  amortized in  accordance  with SFAS No. 142.  SFAS No. 144 requires
        that  long-lived  assets to be  disposed  of by sale be  measured at the
        lower of  carrying  amount  or fair  value  less  cost to sell,  whether
        reported in continuing  operations or in discontinued  operations.  SFAS
        No. 144 also expands the reporting of discontinued operations to include
        components  of an entity  that have been or will be  disposed  of rather
        than  limiting  such  discontinuance  to a segment  of a  business.  The
        provisions of SFAS No. 144 are effective in fiscal years beginning after
        December 15, 2001, with early adoption permitted and, in general, are to
        be  applied  prospectively.  The  Company  plans to adopt  SFAS No.  144
        effective  February 1, 2002 and does not expect that the  adoption  will
        have a material  impact on its  consolidated  results of operations  and
        financial position.


NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

        Cash and cash equivalents:

        Short-term  investments at January 31, 2002 and 2001 were valued at cost
        (approximating  market) and  amounted  to  $10,686,472  and  $6,480,666,
        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,
                                                 2002                 2001
        ----------------------------------------------------------------------
        Fair value                            $8,350,325           $9,764,997
        Carrying amount                        8,356,664            9,933,014
        ======================================================================

        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.

                                       25

<PAGE>


                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


NOTE 3: INVENTORIES

        Inventories consisted of the following:

                                                       January 31,
                                                2002                  2001
        ----------------------------------------------------------------------
        Raw materials                        $7,369,965            $7,770,874
        Work in process                       1,559,273             1,573,802
        Finished goods                        4,772,438             3,741,293
        ----------------------------------------------------------------------
                                            $13,701,676           $13,085,969
        ======================================================================

        At  January  31,  2002 and  2001,  inventories  valued  at the  last-in,
        first-out method ("LIFO") were $2,211,522 and $2,284,381,  respectively.
        The  LIFO  value of  inventories  was  lower  than  replacement  cost by
        $909,793 and $899,223 at January 31, 2002 and 2001, respectively.

        The  book  basis  of  LIFO   inventories   exceeded  the  tax  basis  by
        approximately  $1,026,000  at both January 31, 2002 and 2001 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.


NOTE 4: PROPERTY, PLANT AND EQUIPMENT

        Property, plant and equipment consisted of the following:

                                                   January 31,
                                               2002          2001
        ------------------------------------------------------------
        Land                               $1,963,882    $1,794,088
        Buildings and improvements         10,808,463    11,378,228
        Machinery and equipment            10,391,578    11,605,401
        Furniture and fixtures              4,300,390     3,158,346
        Automotive equipment                1,016,212       985,818
        Construction in progress              619,089       154,266
        ------------------------------------------------------------
                                           29,099,614    29,076,147
        Less accumulated depreciation      16,594,500    16,066,900
        ------------------------------------------------------------
                                          $12,505,114   $13,009,247
        ============================================================

        Depreciation  of property,  plant and  equipment  charged to  operations
        amounted to $1,461,478, $1,454,467 and $1,556,191 for the years ended in
        2002, 2001 and 2000, respectively.


                                       26

<PAGE>


                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


NOTE 5: DEBT

        Short-term debt:

        The Company has available both domestic and foreign  unsecured  lines of
        credit totaling  $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,
                                                            2002               2001
        ------------------------------------------------------------------------------
        <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               $8,100,000         $9,300,000

        Various equipment notes, payable in monthly
            installments ranging from $489 to
            $1,074,  maturing November
            2004 through January 2005, no
            interest.                                       91,303                  -

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

        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

        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
        ------------------------------------------------------------------------------
                                                         8,191,303          9,933,014
        Less current portion                             1,231,469          1,833,014
        ------------------------------------------------------------------------------
                                                         6,959,834          8,100,000
          Fair market value of interest rate
              swap liability                               165,361                  -
        ------------------------------------------------------------------------------
          Long-term portion                             $7,125,195         $8,100,000
        ==============================================================================
</TABLE>

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

                                       27

<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


        Maturities of long-term debt are as follows:

                        Year Ending
                        January 31,
        ---------------------------------------------------------------
                           2003                       $1,231,469
                           2004                        1,231,469
                           2005                        1,228,365
                           2006                        1,200,000
                           2007                        1,200,000
                        Thereafter                     2,100,000
        ---------------------------------------------------------------
                                                      $8,191,303
        ===============================================================

        Interest expense was $557,855, $694,112 and $815,805 for the years ended
        in 2002, 2001 and 2000, respectively.


NOTE 6: STOCKHOLDERS' EQUITY

        On  December  15,  2000,  the Company  announced  a 300,000  share stock
        repurchase  program,  which began after the Company's  February 21, 2000
        stock  repurchase  program was  completed.  During the fiscal year ended
        January 31, 2002, the Company  repurchased  145,590 shares of its common
        stock at a cost of $1.8  million.  At January 31, 2002,  the Company had
        the authority to repurchase  250,909  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:

                                   2002              2001              2000
        -----------------------------------------------------------------------
        Current
           Federal              $2,675,479        $3,408,005        $2,859,285
           State                   613,208           662,757           556,607
           Foreign                 173,889           243,023           311,275
        -----------------------------------------------------------------------
                                 3,462,576         4,313,785         3,727,167
           Deferred                 95,062           256,998           266,073
        -----------------------------------------------------------------------
                                $3,557,638        $4,570,783        $3,993,240
        =======================================================================


                                       28

<PAGE>


                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


        Deferred   income  taxes   reflect  the  net  tax  effect  of  temporary
        differences  between the carrying  amounts of assets and liabilities for
        financial  reporting  purposes  and the  amounts  used  for  income  tax
        purposes.   Significant  components  of  the  net  deferred  tax  assets
        (liabilities) were as follows:

                                                    2002                2001
        ------------------------------------------------------------------------
        Deferred tax assets
           Inventory cost capitalization           $163,501            $169,848
           Pension cost                             597,996             757,001
           Non-compete agreements                   463,236             525,952
           Other                                    181,374             127,333
        ------------------------------------------------------------------------
               Total deferred tax assets          1,406,107           1,580,134
        ------------------------------------------------------------------------

       Deferred tax liabilities
           Accelerated depreciation                 308,424             493,256
           Inventory - Dean Pump Division           374,706             400,257
           Excess of book over tax basis of
               property acquired in acquisitions      8,893              37,582
           Goodwill                                 692,897             532,790
        ------------------------------------------------------------------------
               Total deferred tax liabilities     1,384,920           1,463,885
        ------------------------------------------------------------------------
               Net deferred tax assets              $21,187            $116,249
        ========================================================================

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


<TABLE>
<CAPTION>

                                                                2002                     2001                       2000
        ----------------------------------------------------------------------------------------------------------------------
        <S>                                          <C>            <C>        <C>            <C>        <C>             <C>
        Computed expected
            tax expense
            (federal)                                $3,313,965     34.0%      $4,197,131     34.0%      $3,762,400      34.0%
        State income taxes,
            net of federal
            income tax benefit                          306,012      3.2          403,528      3.2          367,361       3.3
        Foreign tax differential                          1,864        -           (7,293)       -          (30,703)      (.3)
        Foreign tax credit                                    -        -          (11,831)     (.1)          (5,606)        -
        Other                                           (64,203)     (.7)         (10,752)     (.1)        (100,212)      (.9)
        ----------------------------------------------------------------------------------------------------------------------
        Effective income taxes                       $3,557,638     36.5%      $4,570,783     37.0%      $3,993,240      36.1%
        ======================================================================================================================
</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, 2002 were as follows:

                         2003                         $334,246
                         2004                           62,720

        Rental expense for the above operating  leases during the years ended in
        2002, 2001 and 2000, was $474,910, $411,929 and $408,487, respectively.


                                       29

<PAGE>


                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (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>
                                                  2002             2001           2000
        ----------------------------------------------------------------------------------
        <S>                                    <C>             <C>             <C>
        Service cost - benefits earned
            during the period                    $570,695         $583,387       $597,400
        Interest cost on projected
            benefit obligation                    836,860          788,141        750,170
        Expected return on assets              (1,178,322)      (1,158,685)    (1,169,061)
        Amortization                             (440,135)        (515,449)      (210,591)
        ----------------------------------------------------------------------------------
                                                ($210,902)       ($302,606)      ($32,082)
        ==================================================================================
</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, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                   2002                2001
        ---------------------------------------------------------------------------------------
        <S>                                                   <C>                  <C>
        Change in benefit obligation:
        Benefit obligation at beginning of year                $10,532,088          $9,625,064
            Service cost                                           570,695             583,387
            Interest cost                                          836,860             788,141
            Actuarial (gain) loss                                  911,170            (145,217)
            Benefits paid                                         (634,258)           (594,139)
            Other                                                  659,840             274,852
        ---------------------------------------------------------------------------------------
        Benefit obligation at end of year                      $12,876,395         $10,532,088
        ---------------------------------------------------------------------------------------
        Change in plan assets:

        Fair value of plan assets at beginning of year         $15,003,327         $14,702,989
            Actual return on plan assets                        (2,303,801)            765,117
            Employer contribution                                   60,000             129,360
            Benefits paid                                         (634,258)           (594,139)
        ---------------------------------------------------------------------------------------
        Fair value of plan assets at end of year               $12,125,268         $15,003,327
        ---------------------------------------------------------------------------------------

        Funded status                                            ($751,127)         $4,471,239
            Unrecognized actuarial (gain)                       (1,766,672)         (6,704,284)
            Unrecognized transition (asset)                       (123,435)           (133,950)
            Unrecognized prior service costs                       988,723             410,966
            Contribution after measurement date, prior year         15,000              15,000
        ---------------------------------------------------------------------------------------
        Net amount recognized                                  ($1,637,511)        ($1,941,029)
        ---------------------------------------------------------------------------------------

        Amounts recognized in the balance sheet consist of:
        Accrued benefit liability                              ($1,637,511)        ($1,941,029)
        =======================================================================================
</TABLE>


                                       30
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


        Assumptions used in the accounting for pension costs were:

                                             2002          2001          2000
        ----------------------------------------------------------------------
        Discount rate                        7.00%         7.75%         7.00%
        Rate of increase in
          compensation levels
          (where applicable)                 4.50%         4.50%         4.50%
        Expected long-term rate of
          return on assets                   9.00%         8.00%         9.00%
        ======================================================================

        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  $708,881  and  $659,997  at  January  31,  2002 and  2001,
        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 25% of their compensation to the plan. The Company will
        match,  in the form of Met-Pro common stock, up to 50% of the employee's
        contribution  up to 4% of  compensation.  The Company  provided for cash
        contributions  to the 401(k) profit  sharing plan of $206,866,  $208,975
        and  $221,786,   in  the  years  ended  January  31,2002,   2001,  2000,
        respectively.

        Employees' Stock Ownership Trust:

        The Company  sponsors an employee  stock  ownership  plan under which it
        makes  discretionary  contributions  to the  trust  either in cash or in
        stock  of the  Company  for  salaried  employees  in the  United  States
        eligible to participate in the plan.  There were no contributions to the
        Employees' Stock Ownership Trust in the fiscal years ended in 2002, 2001
        and 2000. 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").  In
        2001, the Board of Directors of the Company approved an equity incentive
        plan  covering  350,000  shares  that  was  approved  by  the  Company's
        stockholders at the 2001 meeting of stockholders (the "2001 Plan").  All
        of these  plans  contain  anti-dilution  provisions  that apply to stock
        splits and stock dividends declared by the Company.

                                       31

<PAGE>



                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)

<TABLE>
<CAPTION>

        The status of the plans was as follows:

        1992 Plan                                      2002             2001              2000
        -----------------------------------------------------------------------------------------
        <S>                                          <C>               <C>               <C>
        Options outstanding at February 1             121,025          121,025           135,525
           Grants                                           -                -                 -
           Exercises                                  113,525                -             3,000
           Cancellations                                7,500                -            11,500
        Options outstanding at January 31                   -          121,025           121,025

        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
        -----------------------------------------------------------------------------------------
        Options available for grant at January 31           0                0                 0
        =========================================================================================
        1997 Plan                                      2002             2001              2000
        -----------------------------------------------------------------------------------------
        Options outstanding at February 1             132,075          134,950            33,500
           Grants                                      83,800            1,325           118,450
           Exercises                                   12,500                -                 -
           Cancellations                                    -            4,200            17,000
        Options outstanding at January 31             203,375          132,075           134,950

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

        Options exercisable at January 31             145,655           95,324            55,151
        -----------------------------------------------------------------------------------------
        Options available for grant at January 31     102,925          186,725           188,050
        =========================================================================================
        2001 Plan                                      2002
        -----------------------------------------------------------------------------------------
        Options outstanding at June 20                350,000
           Grants                                           -
           Exercises                                        -
           Cancellations                                    -
        Options outstanding at January 31             350,000

        Options exercisable at January 31                   -
        -----------------------------------------------------------------------------------------
        Options available for grant at January 31     350,000
        =========================================================================================
</TABLE>


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

<TABLE>
<CAPTION>
                                                        2002             2001              2000
        -----------------------------------------------------------------------------------------
<S>                                                    <C>               <C>              <C>
        Options outstanding at February 1               $9.75            $9.76             $9.68
           Grants                                      $12.08            $9.75            $10.12
           Exercises                                    $8.67                -             $5.00
           Cancellations                               $13.13            $9.88            $11.31
        Options outstanding at January 31              $11.26            $9.75             $9.76
        =========================================================================================
</TABLE>

                                       32
<PAGE>

                               MET-PRO CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND 2000 (Continued)


NOTE 10: OTHER INCOME, NET

         Other income, net, was comprised of the following:

                                              2002      2001        2000
        ------------------------------------------------------------------
        Gain/(loss) on sales of property
          and equipment                    $472,895  ($12,656)     $1,096
        Other, primarily interest income    379,990   537,385     469,912
        ------------------------------------------------------------------
                                           $852,885  $524,729    $471,008
        ==================================================================



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 22.



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>
                                                     2002                   2000                   2000
        ---------------------------------------------------------------------------------------------------
<S>                                              <C>                    <C>                    <C>
        Net sales:
            United States                         $59,052,391           $64,569,224            $65,698,081
            Foreign                                11,036,055            16,634,326             12,751,911
        ---------------------------------------------------------------------------------------------------
                                                  $70,088,446           $81,203,550            $78,449,992
        ===================================================================================================

        Income from operations:
            United States                          $8,337,026           $10,822,911            $10,144,373
            Foreign                                 1,114,899             1,690,975              1,266,306
        ---------------------------------------------------------------------------------------------------
                                                   $9,451,925           $12,513,886            $11,410,679
        ===================================================================================================

        Total assets:
            United States                         $63,813,498           $64,620,734            $63,774,777
            Foreign                                 4,256,694             4,530,607              4,867,206
        ---------------------------------------------------------------------------------------------------
                                                  $68,070,192           $69,151,341            $68,641,983
        ===================================================================================================
</TABLE>


                                       33
<PAGE>

QUARTERLY FINANCIAL DATA (Unaudited)

<TABLE>
<CAPTION>
                                                                                      Earnings        Earnings
                                                                                      Per Share,      Per Share,
2001                            Net Sales          Gross Profit      Net Income         Basic          Diluted
-----------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>              <C>                <C>             <C>
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

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

</TABLE>

Item9.  Changes  in  and  Disagreements   with  Accountants  on  Accounting  and
        Financial Disclosure:

    During the fiscal year ended  January 31, 2002,  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 6 with  respect  to  Executive  Officers  of the  Registrant)  is hereby
incorporated  by  reference  to the  information  set forth  under the  captions
"Election of Directors" and "Security Ownership of Certain Beneficial Owners and
Management"  contained in the Company's  definitive Proxy Statement for its 2002
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 2002
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 2002  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 2002  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.

                                       34

<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 16.

        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.   Incorporated   by   reference   to   Registrant's
                        Registration Statement on Form S-3 (File No. 333-13929),
                        declared effective December 31, 1996.

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

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

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

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

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

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

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

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

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

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

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

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


                                       35
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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




                                       36
<PAGE>


            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 Current  Reports on Form 8-K were  filed  during the  three-month
            period ended January 31, 2002.


                                       37
<PAGE>


                                   SIGNATURES


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

                                              MET-PRO CORPORATION


 April 30, 2002                                 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.




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

    /s/ William L. Kacin               Chairman, Chief            April 30, 2002
----------------------------          Executive Officer
      William L. Kacin                  and President


     /s/ Gary J. Morgan           Vice President-Finance,         April 30, 2002
----------------------------       Secretary, Treasurer,
       Gary J. Morgan             Chief Financial Officer,
                                  Chief Accounting Officer
                                        and Director


      /s/ Alan Lawley                     Director                April 30, 2002
----------------------------
         Alan Lawley


  /s/ Nicholas DeBenedictis               Director                April 30, 2002
----------------------------
   Nicholas DeBenedictis


  /s/ Jeffrey H. Nicholas                 Director                April 30, 2002
----------------------------
    Jeffrey H. Nicholas


   /s/ Michael J. Morris                  Director                April 30, 2002
----------------------------
     Michael J. Morris



                                       38
<PAGE>