8-K

UNITES STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   December 17, 2010

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

Pennsylvania	001-07763	23-1683282
(State or other jurisdiction of	(Commission File Number)	(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e) Compensatory Arrangements of Certain Officers

On December 17, 2010 the Board of Directors approved and adopted the First Amendment to the Met-Pro Corporation Salaried Employee Stock Ownership Plan.  A copy of the First Amendment to the Met-Pro Corporation Salaried Employee Stock Ownership Plan is attached hereto as Exhibit (10)(by).

SIGNATURE

Pursuant to the requirements 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.

Date:  January 4, 2011

MET-PRO CORPORATION

By: /s/ Gary J. Morgan

Gary J. Morgan

Chief Financial Officer

Exhibit Index

Exhibit	Description
(10)(by)	First Amendment to the Met-Pro Corporation Salaried Employee Stock Ownership Plan

EX-10.BY

Exhibit (10)(by)

FIRST AMENDMENT TO THE

MET-PRO CORPORATION SALARIED

EMPLOYEE STOCK OWNERSHIP PLAN

This First Amendment to the Met-Pro Corporation Salaried Employee Stock Ownership Plan (the “Plan”) is made by Met-Pro Corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company established the Plan for its eligible employees effective as of December 16, 1975, and amended and restated as of February 1, 2007;

WHEREAS, the Company reserved the right in Section 16.01 of the Plan to amend the Plan at any time; and

WHEREAS, the Company wishes to amend the Plan to incorporate changes required by the Heroes Earnings and Assistance Relief Tax (HEART) Act of 2008.

NOW, THEREFORE, the Plan is hereby amended as set forth below.

1.           Effective January 1, 2007, Section 17.06 of the Plan is renamed “Veteran Rights”, the existing section language shall be referenced as subparagraph (a) and is further amended to add the following new subparagraphs to the end thereof:

(b)           Death Benefits for Qualified Military Service.  Effective January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death.

(c)           Differential Wage Payments for Military Service.  Effective January 1, 2009, (i) an individual receiving a differential wage payment (as defined by Code Section 3401(h)(2)) is treated as an employee of the employer making the payment, (ii) the differential wage payment is treated as Code Section 415 compensation, and (iii) the Plan is not treated as failing to meet the requirements of any provision described in Code Section 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment.

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IN ALL OTHER RESPECTS, this Plan is continued in full force and effect.  In order to maintain the terms of the Plan in a single document, this First Amendment may be incorporated into the most recent restatement of the Plan.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized officer this   17th day of     December      , 2010.

ATTEST:		Met-Pro Corporation
By	/s/ Gary J. Morgan	By	/s/ Raymond J. De Hont

Title: CFO Title: Chairman, CEO & President

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