SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]QUARTERLY 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 the quarter ended: October 31, 2005  Commission file number: 001-07763

MET-PRO CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	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

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 and (2) has been subject to such filing requirements for the past 90 days.    Yes   X      No       

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes           No   X  

As of October 31, 2005 the Registrant had 11,197,109 Common Shares, par value of $.10 per share, issued and outstanding (reflects a four-for-three stock split which was paid on November 15, 2005 to shareholders of record on November 1, 2005).

MET-PRO CORPORATION

INDEX

PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements
	Consolidated Balance Sheet as of
		October 31, 2005 and January 31, 2005	2
	Consolidated Statement of Operations for the nine-month and three-month
		periods ended October 31, 2005 and 2004	3
	Consolidated Statement of Shareholders’ Equity for the
		nine-month periods ended October 31, 2005 and 2004	4
	Consolidated Statement of Cash Flows for the nine-month
		periods ended October 31, 2005 and 2004	5
	Notes to Consolidated Financial Statements		6
	Report of Independent Registered Public Accounting Firm		11
Item 2.		Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	12
Item 3.		Qualitative and Quantitative Disclosures about Market Risk	17
Item 4.		Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	17
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.		Defaults Upon Senior Securities	18
Item 4.		Submission of Matters to a Vote of Security Holders	18
Item 5.		Other Information	18
Item 6.		Exhibits	19
SIGNATURES			20

1

MET-PRO CORPORATION

CONSOLIDATED BALANCE SHEET

(unaudited)

PART I - FINANCIAL INFORMATION
Item 1.  Financial Statements
	October 31,		January 31,
ASSETS	2005		2005
Current assets
Cash and cash equivalents	$19,016,343		$20,889,476
Accounts receivable, net of allowance for doubtful
accounts of approximately $310,000 and
$213,000, respectively	15,535,450		13,637,599
Inventories	16,410,789		13,843,171
Prepaid expenses, deposits and other current assets	1,217,395		1,250,098
Deferred income taxes	650,151		650,151
Total current assets	52,830,128		50,270,495
Property, plant and equipment, net	12,141,265		11,287,253
Costs in excess of net assets of businesses acquired, net	20,798,913		20,798,913
Other assets	551,079		567,405
Total assets	$86,321,385		$82,924,066
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt	$1,200,000		$1,500,910
Accounts payable	5,921,566		5,028,074
Accrued salaries, wages and expenses	5,894,171		5,397,195
Dividend payable	699,539		648,381
Customers' advances	1,673,369		1,293,332
Total current liabilities	15,388,645		13,867,892
Long-term debt	2,729,854		4,039,068
Other non-current liabilities	42,662		41,015
Deferred income taxes	1,847,269		1,810,900
Total liabilities	20,008,430		19,758,875
Shareholders' equity
Common shares, $.10 par value; 18,000,000 shares
authorized, 12,846,608 shares issued,
of which 1,649,499 and 1,689,219 shares were reacquired
and held in treasury at the respective dates	963,496		963,496
Additional paid-in capital	7,887,259		7,930,646
Retained earnings	69,189,322		66,032,446
Accumulated other comprehensive income/(loss)	(92,623	)	100,635
Treasury shares, at cost	(11,634,499	)	(11,862,032	)
Total shareholders' equity	66,312,955		63,165,191
Total liabilities and shareholders' equity	$86,321,385		$82,924,066
See accompanying notes to consolidated financial statements.

2

MET-PRO CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

	Nine Months Ended				Three Months Ended
	October 31,				October 31,
	2005		2004		2005		2004
Net sales	$62,492,924		$53,390,830		$21,918,792		$17,406,160
Cost of goods sold	42,762,662		36,586,442		15,205,528		12,065,367
Gross profit	19,730,262		16,804,388		6,713,264		5,340,793
Operating expenses
Selling	5,899,709		5,759,178		1,972,308		1,862,739
General and administrative	6,608,923		5,725,878		2,256,959		1,976,615
	12,508,632		11,485,056		4,229,267		3,839,354
Income from operations	7,221,630		5,319,332		2,483,997		1,501,439
Interest expense	(196,868	)	(273,098	)	(60,954	)	(86,156	)
Other income, net	448,847		111,850		162,854		69,061
Income before taxes	7,473,609		5,158,084		2,585,897		1,484,344
Provision for taxes	2,316,820		1,753,747		703,875		504,673
Net income	$5,156,789		$3,404,337		$1,882,022		$979,671
Earnings per share, basic (1)(2)	$.46		$.31		$.17		$.09
Earnings per share, diluted (1)(3)	$.46		$.30		$.17		$.09
Cash dividend per share - declared (1)(4)	$.1788		$.1669		$.0625		$.0581
Cash dividend per share - paid (1)(4)	$.1744		$.1631		$.0581		$.0544

	(1)	On October 10, 2005, the Board of Directors declared a four-for-three stock split which was paid on November 15, 2005 to shareholders of record on November 1, 2005. All references in the financial statements to per share amounts and numbers of shares outstanding have been restated to reflect the effect of the stock split.
	(2)	Basic earnings per share are based upon the weighted average number of shares outstanding of 11,185,838 and 11,142,537 for the nine-month periods ended October 31, 2005 and 2004, respectively, and 11,184,295 and 11,140,839 for the three-month periods ended October 31, 2005 and 2004, respectively.
	(3)	Diluted earnings per share are based upon the weighted average number of shares outstanding of 11,320,875 and 11,290,240 for the nine-month periods ended October 31, 2005 and 2004, respectively and 11,317,027 and 11,293,111 for the three-month periods ended October 31, 2005 and 2004, respectively.
	(4)	The Board of Directors declared quarterly dividends of $.0581 per share payable on March 8, 2005, June 8, 2005 and September 8, 2005 to shareholders of record as of February 25, 2005, May 27, 2005 and August 28, 2005, respectively, and a quarterly dividend of $.0625 per share payable on December 8, 2005 to shareholders of record as of November 25, 2005. Quarterly dividends of $.0544 per share were paid on March 10, 2004, June 9, 2004 and September 9, 2004 to shareholders of record as of February 27, 2004, May 28, 2004 and August 27, 2004, respectively, and a quarterly dividend of $.0581 per share payable on December 9, 2004 to shareholders of record as of November 26, 2004.
See accompanying notes to consolidated financial statements.

3

MET-PRO CORPORATION

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(unaudited)

							Accumulated
		Additional					Other
	Common	Paid-in		Retained			Comprehensive		Treasury
	Shares	Capital		Earnings			Income/(Loss)		Shares		Total
Balances, January 31, 2005	$963,496	$7,930,646		$66,032,446			$100,635		($11,862,032	)	$63,165,191
Comprehensive income:
Net income	-	-		5,156,789			-		-
Cumulative translation adjustment	-	-		-			(264,444	)	-
Interest rate swap,
net of tax of ($38,028)	-	-		-			71,186		-
Total comprehensive income											4,963,531
Dividends paid, $.1163 per share	-	-		(1,300,374	)		-		-		(1,300,374	)
Dividends declared, $.0625 per
share	-	-		(699,539	)		-		-		(699,539	)
Stock option transactions	-	(43,387	)	-			-		367,668		324,281
Purchase of 12,548 shares of
treasury stock	-	-		-			-		(140,135	)	(140,135	)
Balances, October 31, 2005	$963,496	$7,887,259		$69,189,322			($92,623	)	($11,634,499	)	$66,312,955
							Accumulated
		Additional					Other
	Common	Paid-in		Retained			Comprehensive		Treasury
	Shares	Capital		Earnings			Income/(Loss)		Shares		Total
Balances, January 31, 2004	$963,496	$7,955,459		$63,727,425			($328,616	)	($12,047,030	)	$60,270,734
Comprehensive income:
Net income	-	-		3,404,337			-		-
Cumulative translation adjustment	-	-		-			77,393		-
Interest rate swap,
net of tax of ($44,527)	-	-		-			86,434		-
Total comprehensive income											3,568,164
Dividends paid, $.1088 per share	-	-		(1,212,895		)	-		-		(1,212,895	)
Dividends declared, $.0581 per
share	-	-		(648,381		)	-		-		(648,381	)
Stock option transactions	-	(25,466	)	-			-		667,338		641,872
Purchase of 38,289 shares of
treasury stock	-	-		-			-		(481,687	)	(481,687	)
Balances, October 31, 2004	$963,496	$7,929,993		$65,270,486			($164,789	)	($11,861,379	)	$62,137,807
See accompanying notes to consolidated financial statements.

4

MET-PRO CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

Nine Months Ended
October 31,
2005	2004

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash flows from operating activities
Net income	$5,156,789		$3,404,337
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	1,109,925		1,105,463
Deferred income taxes	(1,659	)	(2,021	)
(Gain) loss on sale of property and equipment, net	8,348		(1,650	)
Allowance for doubtful accounts	96,682		76,914
(Increase) decrease in operating assets:
Accounts receivable	(2,172,567	)	1,665,238
Inventories	(2,638,644	)	(1,031,531	)
Prepaid expenses, deposits and other current assets	18,158		79,159
Other assets	(6,744	)	(19,502	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses	1,560,944		(750,110	)
Customers’ advances	380,037		(287,805	)
Other non-current liabilities	1,648		1,648
Net cash provided by operating activities	3,512,917		4,240,140
Cash flows from investing activities
Proceeds from sale of property and equipment	31,696		1,650
Acquisitions of property and equipment	(2,093,201	)	(734,576	)
Net cash (used in) investing activities	(2,061,505	)	(732,926	)
Cash flows from financing activities
Reduction of debt	(1,500,910	)	(1,227,190	)
Exercise of stock options	324,281		641,872
Payment of dividends	(1,948,755	)	(1,815,651	)
Purchase of treasury shares	(140,135	)	(481,687	)
Net cash (used in) financing activities	(3,265,519	)	(2,882,656	)
Effect of exchange rate changes on cash	(59,026	)	(33,792	)
Net increase (decrease) in cash and cash equivalents	(1,873,133	)	590,766
Cash and cash equivalents at February 1	20,889,476		16,996,253
Cash and cash equivalents at October 31	$19,016,343		$17,587,019
See accompanying notes to consolidated financial statements.

5

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Pro forma information regarding net income and earnings per share is required by SFAS No. 123, which requires that the information be determined as if we had accounted for our stock options under the fair-value method. The fair value for these options was established at the date of grant using the Black-Scholes pricing model with the following assumptions: risk-free interest rates ranging from 3.1% to 3.9%, dividend yield ranging from 2.3% to 3.7%, expected volatility of the market price of the Company’s Common Stock of 32%, and an expected option life of five years.

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

The pro forma information compared to reported information for the nine-month and three-month periods ended October 31, 2005 and 2004 is presented in the following table:

	Nine Months Ended		Three Months Ended
	October 31,		October 31,
	2005	2004	2005	2004
Net Income:
As reported	$5,156,789	$3,404,337	$1,882,022	$979,671
Pro forma	5,031,719	3,246,525	1,840,332	927,067
Basic earnings per share:
As reported	$.46	$.31	$.17	$.09
Pro forma	$.45	$.29	$.16	$.08
Diluted earnings per share:
As reported	$.46	$.30	$.17	$.09
Pro forma	$.44	$.29	$.16	$.08

The pro forma effects of applying SFAS No. 123 to the nine-month and three-month periods ended October 31, 2005 and 2004 may not be representative of the pro forma effects in future years. Based on the vesting schedule of the Company’s stock option grants, the pro forma effects on earnings are most pronounced in the early years following each grant. The timing and magnitude of any future grants are at the discretion of the Company’s Board of Directors and cannot be assured.

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

6

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recent Accounting Pronouncements: In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123(R), “Share-Based Payment”. This Statement replaces SFAS No. 123 and supersedes APB No. 25. SFAS No. 123(R) will require the fair value of all stock option awards issued to employees to be recorded as an expense over the related vesting period. The Statement also requires the recognition of compensation expense for the fair value of any unvested stock option awards outstanding at the date of adoption. As permitted by SFAS No. 123, the Company currently accounts for share-based payments to employees using the APB No. 25 intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. In April 2005, the effective date for this standard was changed to require adoption of the standard at the beginning of the next fiscal year after June 15, 2005, or in our case, beginning with our fiscal year ending January 31, 2007. Had we adopted SFAS No. 123(R) in prior periods, the impact of that standard upon our current and our immediately prior fiscal years would have approximated the impact of SFAS No. 123 as described in the disclosure of pro forma net income and earnings per share on page 6. Accordingly, we expect the adoption of SFAS No. 123(R)’s fair value method to have an impact on the financial reporting of our results of operations based upon our current policies and practices with respect to the granting of stock options, although we do not expect it to have an impact on our overall financial position.

In March 2005, the FASB issued Interpretation FIN No. 47, “Accounting for Conditional Asset Retirement Obligations”. FIN No. 47 requires an entity to recognize a liability for a conditional asset retirement obligation when incurred if the liability can be reasonably estimated. The Interpretation also clarifies that the term Conditional Asset Retirement Obligation refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. FIN No. 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN No. 47 is effective for the Company with its fiscal year ending January 31, 2006. We do not expect adoption of FIN No. 47 to have a material impact on our financial condition or results of operations.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”, which replaces APB No. 120, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS No. 154 changes the requirements for accounting and reporting a change in accounting principle, and applies to all voluntary changes in accounting principles, as well as changes required by an accounting pronouncement in the unusual instance it does not include specific transition provisions. Specifically, SFAS No. 154 requires retrospective application to prior periods financial statements, unless it is impracticable to determine the period specific effects or the cumulative effect of the change. When it is impracticable to determine the effects of the change, the new accounting principle must be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and a corresponding adjustment must be made to the opening balance of retained earnings for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of the change, the new principle must be applied as if it were adopted prospectively from the earliest date practicable. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. SFAS No. 154 does not change the transition provisions of any existing pronouncements. As of October 31, 2005, the Company has evaluated the impact of SFAS No. 154 and does not expect the adoption of this Statement to have a significant impact on its consolidated statement of operations or financial condition. The Company will apply SFAS No. 154 in future periods, when applicable.

Stock Splits: On October 10, 2005, the Company’s Board of Directors declared a four-for-three stock split effected in the form of a stock distribution, paid on November 15, 2005 to shareholders of record on November 1, 2005. The Company retained the current par value of $0.10 per share for all Common Shares. All references in the financial statements and notes to the number of shares outstanding, per share amounts, and stock option data of the Company’s Common Shares have been restated to reflect the effect of the stock split for all periods presented.

7

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - PRINCIPLES OF CONSOLIDATION

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

NOTE 3 - BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the financial position of the Company as of October 31, 2005 and the results of operations for the nine-month and three-month periods ended October 31, 2005 and 2004, and changes in shareholders’ equity and cash flows for the nine-month periods then ended. The results of operations for the nine-month and three-month periods ended October 31, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended January 31, 2005.

NOTE 4 - INVENTORIES

Inventories consisted of the following:

	October 31,	January 31,
	2005	2005
Raw materials	$8,506,655	$7,965,553
Work in progress	3,280,075	1,682,391
Finished goods	4,624,059	4,195,227
	$16,410,789	$13,843,171

NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION

Net cash flows from operating activities reflect cash payments for interest and income taxes as follows:

	Nine Months Ended    October 31,
	2005	2004
Cash paid during the period for:
Interest	$210,071	$256,991
Income taxes	1,290,171	1,536,352

8

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - OTHER INCOME, NET

Other income, net was comprised of the following:

	Nine Months Ended				Three Months Ended
	October 31,				October 31,
	2005		2004		2005	2004
Gain/(loss) on sale of property and equipment	($8,348	)	$1,650		$244	$1,650
Other, primarily interest income	457,195		226,742		162,610	86,161
Unusual charge - patent litigation	-		(116,542	)	-	(18,750	)
	$448,847		$111,850		$162,854	$69,061

NOTE 7 - BUSINESS SEGMENT DATA

The Company’s operations are conducted in two business segments: 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 below:

	Nine Months Ended		Three Months Ended
	October 31,		October 31,
	2005	2004	2005	2004
Net sales
Product recovery/pollution control equipment	$39,244,030	$31,556,277	$14,442,030	$9,900,395
Fluid handling equipment	23,248,894	21,834,553	7,476,762	7,505,765
	$62,492,924	$53,390,830	$21,918,792	$17,406,160
Income from operations
Product recovery/pollution control equipment	$3,938,788	$2,522,779	$1,542,752	$571,279
Fluid handling equipment	3,282,842	2,796,553	941,245	930,160
	$7,221,630	$5,319,332	$2,483,997	$1,501,439

	October 31,	January 31,
	2005	2005
Identifiable assets
Product recovery/pollution control equipment	$43,665,377	$41,554,730
Fluid handling equipment	21,995,856	19,784,083
	65,661,233	61,338,813
Corporate	20,660,152	21,585,253
	$86,321,385	$82,924,066

9

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - ACCOUNTANTS’ 10-Q REVIEW

Margolis & Company P.C., the Company’s independent registered accountants, has performed a limited review of the financial information included herein. Their report on such review accompanies this filing.

10

MET-PRO CORPORATION

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Met-Pro Corporation

Harleysville, Pennsylvania

We have reviewed the accompanying consolidated balance sheet of Met-Pro Corporation and its wholly-owned subsidiaries as of October 31, 2005, and the related consolidated statements of operations for the nine-month and three-month periods ended October 31, 2005 and 2004, and shareholders’ equity and cash flows for the nine-month periods ended October 31, 2005 and 2004. These financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements in order for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheet of Met-Pro Corporation and its wholly-owned subsidiaries as of January 31, 2005, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 25, 2005, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of January 31, 2005 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

/s/ Margolis & Company P.C.

Certified Public Accountants

Bala Cynwyd, Pennsylvania

November 17, 2005

11

MET-PRO CORPORATION

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations:

The following table sets forth, for the nine-month and three-month periods indicated, certain financial information derived from the Company’s consolidated statement of operations expressed as a percentage of net sales.

	Nine Months Ended				Three Months Ended
	October 31,				October 31,
	2005		2004		2005		2004
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	68.4	%	68.5	%	69.4	%	69.3	%
Gross profit	31.6	%	31.5	%	30.6	%	30.7	%
Selling expenses	9.4	%	10.8	%	9.0	%	10.7	%
General and administrative expenses	10.6	%	10.7	%	10.3	%	11.4	%
Income from operations	11.6	%	10.0	%	11.3	%	8.6	%
Interest expense	(.3	%)	(.5	%)	(.3	%)	(.5	%)
Other income, net	.7	%	.2	%	.7	%	.4	%
Income before taxes	12.0	%	9.7	%	11.7	%	8.5	%
Provision for taxes	3.7	%	3.3	%	3.2	%	2.9	%
Net income	8.3	%	6.4	%	8.5	%	5.6	%

Nine Months Ended October 31, 2005 vs. Nine Months Ended October 31, 2004

Net sales for the nine-month period ended October 31, 2005 were $62,492,924 compared with $53,390,830 for the nine-month period ended October 31, 2004, an increase of $9,102,094 or 17.0%. Sales in the Fluid Handling Equipment segment totaled $23,248,894 or 6.5% higher than the nine-month period ended October 31, 2004. Sales in the Product Recovery/Pollution Control Equipment segment totaled $39,244,030 or 24.4% higher than the nine-month period ended October 31, 2004.

Backlog at October 31, 2005 totaled $16,464,777 compared with $11,698,164 at October 31, 2004. In addition, at October 31, 2005, the Company had orders of $3,040,902, compared with $6,485,255 at October 31, 2004, which are not included in our backlog due to the Company’s long-standing policy of not including these orders in backlog until engineering drawings are approved.

Net income for the nine-month period ended October 31, 2005 was $5,156,789 compared with $3,404,337 for the nine-month period ended October 31, 2004, an increase of $1,752,452 or 51.5%. The increase in net income is principally related to higher sales volumes in both operating segments, combined with a lower effective tax rate for the nine month period.

The gross margin for the nine-month period ended October 31, 2005 was 31.6% versus 31.5% for the same period in the prior year.

Selling expense increased $140,531 during the nine-month period ended October 31, 2005 compared with the same period last year. Selling expense as a percentage of net sales was 9.4% for the nine-month period ended October 31, 2005 compared with 10.8% for the same period last year. 

12

MET-PRO CORPORATION

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations continued…

General and administrative expense was $6,608,923 for the nine-month period ended October 31, 2005 compared with $5,725,878 for the same period last year, an increase of $883,045. This increase is principally related to higher health care costs combined with last year’s same period decrease in an accrual for the management incentive program. General and administrative expense as a percentage of net sales was 10.6% for the nine-month period ended October 31, 2005 compared with 10.7% for the same period last year.

Interest expense was $196,868 for the nine-month period ended October 31, 2005 compared with $273,098 for the same period in the prior year, a decrease of $76,230. This decrease was due principally to a reduction of existing long-term debt.

Other income, net, was $448,847 for the nine-month period ended October 31, 2005 compared with $111,850 for the same period in the prior year. This change is related to higher interest income earned on cash on hand, combined with a reduction in charges incurred in defending and settling allegations that products sold by one of the Company’s divisions infringed a competitor’s intellectual property rights.

The effective tax rates for the nine-month periods ended October 31, 2005 and October 31, 2004 were 31.0% and 34.0%, respectively. The 31.0 % tax rate in the current nine month period, which we anticipate will also be the effective tax rate for the full fiscal year, reflects both federal and state tax savings that were identified during the third fiscal quarter.

Three Months Ended October 31, 2005 vs. Three Months Ended October 31, 2004

Net sales for the three-month period ended October 31, 2005 were $21,918,792 compared with $17,406,160 for the three-month period ended October 31, 2004, an increase of $4,512,632 or 25.9%. Sales in the Product Recovery/Pollution Control Equipment segment totaled $14,442,030 or 45.9% higher than the three-month period ended October 31, 2004. Sales in the Fluid Handling Equipment segment totaled $7,476,762 or slightly lower compared with the three-month period ended October 31, 2004.

Net income for the three-month period ended October 31, 2005 was $1,882,022 compared with $979,671 for the three-month period ended October 31, 2004, an increase of $902,351 or 92.1%. The increase in net income is principally related to higher sales volume in the Product Recovery/Pollution Control segment, combined with a lower effective tax rate.

The gross margin for the three-month period ended October 31, 2005 was 30.6% compared with 30.7% for the same period last year.

Selling expenses increased $109,569 during the three-month period ended October 31, 2005 compared with the same period last year. As a percentage of net sales, selling expenses were 9.0% for the three-month period ended October 31, 2005 compared with 10.7% for the same period last year.

General and administrative expense was $2,256,959 for the three-month period ended October 31, 2005 compared with $1,976,615 for the three-month period ended October 31, 2004, an increase of $280,344. General and administrative expense for the three-month period ended October 31, 2005 was 10.3% of net sales, compared with 11.4% of net sales for the same period last year.

Interest expense was $60,954 for the three-month period ended October 31, 2005 compared with $86,156 for the same period in the prior year, a decrease of 29.3%. This decrease was due principally to a reduction of existing long-term debt.

Other income, net, was $162,854 for the three-month period ended October 31, 2005 compared with $69,061 for the same period in the prior year. This change is principally related to higher interest income earned on cash on hand.

The effective tax rates for the three month periods ended October 31, 2005 and October 31, 2004 were 27.0% and 34.0%, respectively. As noted above, during the third fiscal quarter of the current fiscal year, we identified federal and state tax savings as a result of which we anticipate a 31.0% effective tax rate for the full fiscal year. The reduced tax rate in the current three month period reflects an adjustment to account for the 33.0% tax rate which had been utilized in the six-month period ended July, 2005.

13

MET-PRO CORPORATION

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations continued… 

Liquidity:

The Company’s cash and cash equivalents were $19,016,343 on October 31, 2005 compared with $20,889,476 on January 31, 2005, a decrease of $1,873,133. This decrease is the net result of the payments of the quarterly cash dividends amounting to $1,948,755, payments on debt totaling $1,500,910, exchange rate changes of $59,026, purchase of treasury shares of $140,135 and investment in property and equipment amounting to $2,093,201, offset by cash flows provided by operating activities totaling $3,512,917, exercise of stock options amounting to $324,281 and the proceeds from the sale of property and equipment totaling $31,696. The Company’s cash flows from operating activities are influenced by the timing of shipments and negotiated standard payment terms, including retention associated with major projects, as well as other factors including changes in inventories and accounts receivable.

Accounts receivable (net) amounted to $15,535,450 on October 31, 2005 compared with $13,637,599 on January 31, 2005, which represents an increase of $1,897,851. In addition to changes in sales volume, the timing and size of shipments and retainage on contracts, especially in the Product Recovery/Pollution Control Equipment segment, will influence accounts receivable balances at any point in time.

Inventories were $16,410,789 on October 31, 2005 compared with $13,843,171 on January 31, 2005, an increase of $2,567,618. This increase is primarily due to inventory purchased in the nine-month period ended October 31, 2005 for projects which are expected to ship in the fourth quarter of this fiscal year. Inventory balances fluctuate depending on market demand and on the timing and size of shipments, especially when major systems and contracts are involved.

Current liabilities amounted to $15,388,645 on October 31, 2005 compared with $13,867,892 on January 31, 2005, an increase of $1,520,753. An increase in accounts payable, accrued expenses and customer advances, offset partially by a decrease in the current portion of long-term debt, accounted for this increase.

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 together totaling $5 million, which are available for working capital purposes. Cash flows, in general, have exceeded the current needs of the Company. The Company presently foresees no change in this situation in the immediate future. As of October 31, 2005 and January 31, 2005, working capital was $37,441,483 and $36,402,603, respectively, and the current ratio was 3.4 as of October 31, 2005 and 3.6 as January 31, 2005.

Capital Resources and Requirements:

Cash flows provided by operating activities during the nine-month period ended October 31, 2005 amounted to $3,512,917 compared with $4,240,140 in the nine-month period ended October 31, 2004. This decrease in cash flows from operating activities was due principally to the increase in accounts receivable and inventory, offset by increases in net income, accounts payable, accrued expenses and customer advances. During the three month period ended October 31, 2005, the Company contributed an additional $1.0 million to its defined benefit plans, in addition to the required payments of $328,000 for the nine month period ended October 31, 2005.

Cash flows used in investing activities during the nine-month period ended October 31, 2005 amounted to $2,061,505 compared with $732,926 for the nine-month period ended October 31, 2004, an increase of $1,328,579.  The increase in investing activities is partially due to an expansion of the Telford, Pennsylvania facility, in which the Company has incurred costs of $712,975 for the period ended October 31, 2005 out of an expected total project cost of $3.5 million.  This expansion is required to accommodate the relocation of the Sethco Division from Hauppauge, New York to the Telford, Pennsylvania facility. The costs associated with this relocation will not materially impact the financial results of the Company for the current fiscal year. We expect to realize significant improvement in profitability from this action commencing in our next fiscal year that begins in February 2006 and being more fully achieved in the following years. The balance of the increase is due to the Company’s planned capital expenditures in the two operating segments during the year.

14

MET-PRO CORPORATION

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations continued…

Consistent with past practices, the Company intends to continue to invest in new product development programs and to make capital expenditures to support the ongoing operations during the coming year. The Company expects to finance all routine capital expenditure requirements through cash flows generated from operations. 

Financing activities during the nine-month period ended October 31, 2005 utilized $3,265,519 of available resources compared with $2,882,656 for the nine-month period ended October 31, 2004. The 2005 activity is the result of the payments of the quarterly cash dividends amounting to $1,948,755, purchase of treasury shares of $140,135, and the reduction of long-term debt totaling $1,500,910, offset by the exercise of stock options amounting to $324,281.

The Board of Directors declared quarterly dividends of $.0581 (adjusted for a four-for-three stock split) payable on March 8, 2005, June 8, 2005 and September 8, 2005 to shareholders of record as of February 25, 2005, May 27, 2005 and August 28, 2005, respectively.

On October 10, 2005, the Board of Directors declared a four-for-three stock split which was paid on November 15, 2005 to shareholders of record on November 1, 2005.

Critical Accounting Policies and Estimates:

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

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

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

15

MET-PRO CORPORATION

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations continued… 
  

Cautionary Statement Concerning Forward-Looking Statements:

Our prospects are subject to certain uncertainties and risk. This Quarterly Report on Form 10-Q also contains certain forward-looking statements within the meaning of the Federal securities laws. These forward-looking statements may be identified by words describing our belief or expectation, such as where we say that we “believe”, “expect” or “anticipate”, or where we characterize something in a manner in which there is an express or implicit reference to the future, such as “non-recurring” or “unusual,” or where we express that our view is based upon the “current status” of a given matter, or upon facts as we know them as of the date of the statement. The content and/or context of other statements that we make may indicate that the statement is “forward-looking”. We claim the “safe harbor” provided by The Private Securities Reform Act of 1995 for all forward-looking statements.

Our future results of operations and financial condition may differ materially from those suggested in forward-looking statements which we make in our Securities and Exchange Commission (“SEC”) filings and other public statements, as a result of events and occurrences relating to one or more of the factors set forth below, one time events or occurrences which are not reflected in the factors indicated below, or relating to factors disclosed previously or disclosed in the future in Met-Pro’s filings with the SEC.

The following important factors, along with those discussed elsewhere in this Quarterly Report on Form 10-Q and in our other SEC filings, could affect our future financial condition and results of operations, and could cause our future financial condition and results of operations to differ materially from those expressed in our SEC filings and in our forward-looking statements:

·       the write-down of costs in excess of net assets of businesses acquired (goodwill), as a result of the determination that the acquired business is impaired. Our Flex-Kleen Division, which initially performed well after being acquired by Met-Pro, thereafter had several years of declining performance which we attributed primarily to a general weakness in its served markets, followed by improved performance in the fiscal year ended January 31, 2005 as compared to the prior year. During the fiscal year ended January 31, 2005, we performed an impairment analysis of the $11.1 million of goodwill that the Company carries for Flex-Kleen and concluded that no impairment has occurred. Flex-Kleen’s performance needs to continue to improve in order for us not to be required to write-off some or all of its goodwill;

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

·       material changes in available technology;

·       adverse developments in the asbestos cases that have been filed against the Company, including without limitation the exhaustion of insurance coverage, the imposition of punitive damages or other adverse developments in the availability of insurance coverage;

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

·       the cost of compliance with Sarbanes-Oxley and other applicable legal and listing requirements, and the unanticipated possibility that Met-Pro may not meet these requirements;

·       unexpected results in our product development activities;

·       loss of key customers;

·       changes in product mix and the cost of materials, with effect on margins;

·       changes in our existing management;

·       exchange rate fluctuations;

·       changes in federal laws, state laws and regulations;

·       lower than anticipated return on investments in the Company’s defined benefit plans, which could affect the amount of the Company’s pension liabilities;

·       the assertion of litigation claims that the Company’s products, including products produced by companies acquired by the Company, infringe third party patents or have caused injury, loss or damage;

·       the effect of acquisitions and other strategic ventures;

·       failure to properly quote and/or execute customer orders, including misspecifications, design, engineering or production errors;

·       the cancellation or delay of purchase orders or shipments;

·       losses related to international sales; and/or

·       failure in execution of acquisition strategy.

16

MET-PRO CORPORATION

Item 3.   Qualitative and Quantitative Disclosures about Market Risk

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

Item 4.   Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

(b) Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings

Certain of the statements made in this Item 1 (and elsewhere in this Report) are “forward-looking” statements which are subject to the considerations set forth in “Cautionary Statement Regarding Forward-Looking Statements” located in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this Report, and we refer you to these considerations.

There appears to have been a significant increase during the last several years in asbestos-related litigation claims filed in particular states on both a single plaintiff and on a mass basis by large numbers of plaintiffs against a large number of industrial companies including those in the pump and fluid handling industries, and beginning in 2002 and continuing through the date of this Report, the Company and/or one of its divisions began to be named as one of many defendants in a number of such cases, predominantly in Mississippi. Additionally, the Company and/or this division has also recently experienced an increase in the number of single plaintiff asbestos cases filed against us and numerous other industrial companies in two other states. The allegations against the Company and/or this division are vague, general and speculative, but in general allege that the Company, or the division, along with the numerous other defendants, sold unidentified asbestos-containing products and engaged in other related actions which caused injuries and loss to the plaintiffs. Based upon the current status of these cases, the Company believes that these cases are without merit and that none of its products were a cause of any injury or loss to any of the plaintiffs. The Company’s insurers have hired attorneys who together with the Company are vigorously defending these cases. The Company and/or the division has resolved and been dismissed from a number of these cases. Most of these cases have not advanced beyond the early stages of discovery, although several cases are on schedule leading to trial. Given the current status of these cases, the Company does not presently believe that these proceedings will have a material adverse impact upon the Company’s results of operations, liquidity or financial condition.

The Company is also party to a small number of other legal proceedings arising out of the ordinary course of business or other proceedings that the Company does not presently believe will have a material adverse impact upon the Company’s results of operations, liquidity or financial condition.

17

MET-PRO CORPORATION

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

(a)	During the third quarter ended October 31, 2005, we did not sell any of our equity securities that were not registered under the Securities Act of 1933.
(b)	Not applicable
(c)	The following table summarizes Met-Pro’s purchases of its Common Shares for the quarter ended October 31, 2005:

Issuer Purchases of

Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet be Purchased Under the Plan or Programs	(1)
August 1-31, 2005	12,548	$ 11.17	12,548	270,918
September 1-30, 2005	0	-	0	270,918
October 1-31, 2005	0	-	0	270,918
Total	12,548	$ 11.17	12,548	270,918

(1)   On December 15, 2000, our Board of Directors authorized a Common Share repurchase program that was publicly announced on December 19, 2000, for up to 533,333 (adjusted for four-for-three stock split) shares. The program has no fixed expiration date.

Item 3.   Defaults Upon Senior Securities

None

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

None

Item 5.   Other Information

None

18

MET-PRO CORPORATION

Item 6.   Exhibits

(a)Exhibits Required by Item 601 of Regulation S-K

Exhibit No.	Description
4.2	2005 Equity Incentive Plan. Incorporated by reference to
	Appendix C to the Definitive Proxy Statement filed
	with the SEC on May 14, 2005 for the 2005 Annual Meeting
	of Shareholders.
31.1	Certification of Chief Executive Officer,
	under Section 302 of the
	Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer,
	under Section 302 of the
	Sarbanes-Oxley Act of 2002.*
32.1	Certification of Chief Executive Officer,
	Pursuant 18 U.S.C. Section 1350.*
32.2	Certification of Chief Financial Officer,
	Pursuant 18 U.S.C. Section 1350.*

* Filed herewith.

19

MET-PRO CORPORATION

SIGNATURES

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.

	Met-Pro Corporation
	(Registrant)
December 5, 2005	/s/ Raymond J. De Hont
	Raymond J. De Hont
	Chairman, President and Chief Executive
	Officer
December 5, 2005	/s/ Gary J. Morgan
	Gary J. Morgan
	Vice President of Finance,
	Secretary and Treasurer, Chief
	Financial Officer, Chief Accounting
	Officer and Director

20