10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: July 31, 2006

or

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

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 (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 whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer [    ] Accelerated filer [ X ] Non-accelerated filer [    ]

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 July 31, 2006 the Registrant had 11,204,577 Common Shares, par value of $.10 per share, issued and outstanding.

MET-PRO CORPORATION

Explanatory Note

The purpose of this Amendment No. 1 (this “Amendment”) on Form 10-Q/A to the Quarterly Report of Form 10-Q of Met-Pro Corporation (the “Company”) for the fiscal quarter ended July 31, 2006 is to (i) correct and restate the Business Segment Data (the “restatement”) and (ii) reclassify certain gains/(losses) on sale of property and equipment from other income, net, to general and administrative expenses (the “reclassification”) as described in Note 1. In addition to these changes in the consolidated financial statements, this Amendment makes corresponding changes in the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Neither the restatement nor the reclassification make any change in the Company’s previously reported net sales, net income, earnings per share, total assets, liabilities or shareholders’ equity. The reclassification changes the Company’s previously reported income from operations by amounts that the Company considers immaterial.

The changes made by this Amendment arise out of what the Company believes is a routine comment letter process with the Securities and Exchange Commission (“SEC”).

The only changes in this Form 10-Q/A to the original Form 10-Q filed on September 8, 2006 are those affected by the restatement and the reclassification. This Form 10-Q/A continues to speak as of the date of our original Form 10-Q and we have not updated the disclosures to speak as of a later date or to reflect subsequent results, events or developments, and information in the original Form 10-Q not affected by the foregoing is unchanged and reflects the disclosures made at the time of the filing of the original Form 10-Q. Accordingly, this Form 10-Q/A should be read in conjunction with our SEC filings made subsequent to the September 8, 2006 filing of the original Form 10-Q, including any amendments to those filings. The following items have been amended as a result of the restatement and are included in this Form 10-Q/A:

·      Part I - Item 1 - Financial Statements

·      Part I - Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

·      Part I - Item 4 - Controls and Procedures

·      Part II - Item 6 - Exhibits

Pursuant to the applicable rules, Item 6 of Part II has been amended to contain the currently dated certifications from our principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. The certifications of our principal executive officer and principal financial officer are attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2, respectively.

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MET-PRO CORPORATION

INDEX

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements

Consolidated Balance Sheet as of              July 31, 2006 and January 31, 2006	3
Consolidated Statement of Operations for the six-month and three-month              periods ended July 31, 2006 and 2005	4
Consolidated Statement of Shareholders’ Equity for the              six-month periods ended July 31, 2006 and 2005	5
Consolidated Statement of Cash Flows for the six-month              periods ended July 31, 2006 and 2005	6
Notes to Consolidated Financial Statements	7
Report of Independent Registered Public Accounting Firm	17

Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	18
Item 3.	Qualitative and Quantitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Submission of Matters to a Vote of Security Holders	27
Item 5.	Other Information	27
Item 6.	Exhibits	27
SIGNATURES		28

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MET-PRO CORPORATION

 

CONSOLIDATED BALANCE SHEET

(unaudited)

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
	July 31,		January 31,
ASSETS	2006		2006
Current assets
Cash and cash equivalents	$20,019,306		$17,683,305
Accounts receivable, net of allowance for doubtful
accounts of approximately $167,000 and
$247,000, respectively	16,496,106		17,909,727
Inventories	17,926,444		16,438,481
Prepaid expenses, deposits and other current assets	1,146,452		1,381,900
Deferred income taxes	620,164		591,534
Total current assets	56,208,472		54,004,947
Property, plant and equipment, net	16,491,707		13,838,221
Costs in excess of net assets of businesses acquired, net	20,798,913		20,798,913
Other assets	1,009,959		1,020,844
Total assets	$94,509,051		$89,662,925
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt	$1,944,293		$1,689,413
Accounts payable	5,967,264		5,900,281
Accrued salaries, wages and expenses	6,934,733		7,150,142
Dividend payable	700,286		699,819
Customers' advances	1,170,482		1,703,092
Total current liabilities	16,717,058		17,142,747
Long-term debt	5,825,255		2,723,586
Other non-current liabilities	44,310		43,211
Deferred income taxes	2,257,636		2,215,143
Total liabilities	24,844,259		22,124,687
Shareholders' equity
Common shares, $.10 par value; 18,000,000 shares
authorized, 12,846,608 shares issued,
of which 1,642,031 and 1,649,498 shares were reacquired
and held in treasury at the respective dates	1,284,661		1,284,661
Additional paid-in capital	7,730,370		7,564,180
Retained earnings	72,261,277		70,645,717
Accumulated other comprehensive loss	(29,659	)	(321,821	)
Treasury shares, at cost	(11,581,857	)	(11,634,499	)
Total shareholders' equity	69,664,792		67,538,238
Total liabilities and shareholders' equity	$94,509,051		$89,662,925
See accompanying notes to consolidated financial statements.

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MET-PRO CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

	Six Months Ended July 31,				Three Months Ended     July 31,
	2006		2005		2006		2005
Net sales	$43,557,923		$40,574,132		$23,778,882		$22,646,520
Cost of goods sold	30,968,074		27,557,134		17,044,392		15,583,797
Gross profit	12,589,849		13,016,998		6,734,490		7,062,723
Operating expenses
Selling	3,972,366		3,927,401		2,076,187		1,973,138
General and administrative	4,539,931		4,360,555		2,181,418		2,254,899
	8,512,297		8,287,956		4,257,605		4,228,037
Income from operations	4,077,552		4,729,042		2,476,885		2,834,686
Interest expense	(147,314	)	(135,914	)	(87,509	)	(69,862	)
Other income, net	505,251		294,584		270,453		155,397
Income before taxes	4,435,489		4,887,712		2,659,829		2,920,221
Provision for taxes	1,419,356		1,612,945		851,144		963,672
Net income	$3,016,133		$3,274,767		$1,808,685		$1,956,549
Earnings per share, basic (1)	$.27		$.29		$.16		$.18
Earnings per share, diluted (2)	$.27		$.29		$.16		$.17
Cash dividend per share - declared (3)	$.1250		$.1162		$.0625		$.0581
Cash dividend per share - paid (3)	$.1250		$.1162		$.0625		$.0581

(1)	Basic earnings per share are based upon the weighted average number of shares outstanding of 11,202,088 and 11,180,204 for the six-month periods ended July 31, 2006 and 2005, respectively, and 11,201,507 and 11,179,138 for the three-month periods ended July 31, 2006 and 2005, respectively.
(2)	Diluted earnings per share are based upon the weighted average number of shares outstanding of 11,379,867 and 11,307,786 for the six-month periods ended July 31, 2006 and 2005, respectively, and 11,383,659 and 11,302,289 for the three-month periods ended July 31, 2006 and 2005, respectively.
(3)	The Board of Directors declared quarterly dividends of $.0625 per share payable on March 9, 2006, June 7, 2006, and September 6, 2006 to shareholders of record as of February 24, 2006, May 26, 2006, and August 24, 2006, respectively. Quarterly dividends of $.0581 per share were paid 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.

See accompanying notes to consolidated financial statements.

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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, 2006	$1,284,661	$7,564,180	$70,645,717		($321,821	)	($11,634,499	)	$67,538,238
Comprehensive income:
Net income	-	-	3,016,133		-		-
Cumulative translation adjustment	-	-	-		201,298		-
Interest rate swap,
net of tax of$43,599	-	-	-		90,864		-
Total comprehensive income									3,308,295
Dividends paid, $.0625 per share	-	-	(700,287	)	-		-		(700,287	)
Dividends declared, $.0625 per
share	-	-	(700,286	)	-		-		(700,286	)
Stock-based compensation	-	163,601	-		-		-		163,601
Stock option transactions	-	2,589	-		-		52,642		55,231
Balances, July 31, 2006	$1,284,661	$7,730,370	$72,261,277		($29,659	)	($11,581,857	)	$69,664,792

			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	-	-		3,274,767		-		-
Cumulative translation adjustment	-	-		-		(282,343	)	-
Interest rate swap,
net of tax of ($26,746)	-	-		-		50,090		-
Total comprehensive income										3,042,514
Dividends paid, $.0581 per share	-	-		(650,258	)	-		-		(650,258	)
Dividends declared, $.0581 per
share	-	-		(650,115	)	-		-		(650,115	)
Stock option transactions	-	(8,043	)	-		-		192,189		184,146
Balances, July 31, 2005	$963,496	$7,922,603		$68,006,840		($131,618	)	($11,669,843	)	$65,091,478
See accompanying notes to consolidated financial statements.

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MET-PRO CORPORATION

 

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

Six Months Ended
July 31,
2006	2005

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

Cash flows from operating activities
Net income	$3,016,133		$3,274,767
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization	768,427		742,600
Deferred income taxes	(1,106	)	(1,177	)
(Gain) loss on sale of property and equipment, net	(11,589	)	8,591
Stock-based compensation	163,601		-
Allowance for doubtful accounts	(79,629	)	55,466
(Increase) decrease in operating assets:
Accounts receivable	1,607,822		(2,305,022	)
Inventories	(1,405,805	)	(2,530,526	)
Prepaid expenses, deposits and other current assets	247,600		303,086
Other assets	(4,644	)	(17,394	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses	(276,556	)	1,267,070
Customers’ advances	(532,636	)	(329,212	)
Other non-current liabilities	1,098		1,098
Net cash provided by operating activities	3,492,716		469,347
Cash flows from investing activities
Proceeds from sale of property and equipment	12,810		30,907
Acquisitions of property and equipment	(3,275,209	)	(488,380	)
Net cash (used in) investing activities	(3,262,399	)	(457,473	)
Cash flows from financing activities
Proceeds from new borrowings	4,140,315		-
Reduction of debt	(713,113	)	(1,200,910	)
Exercise of stock options	55,232		184,146
Payment of dividends	(1,400,107	)	(1,298,639	)
Net cash provided by (used in) financing activities	2,082,327		(2,315,403	)
Effect of exchange rate changes on cash	23,357		(22,212	)
Net increase (decrease) in cash and cash equivalents	2,336,001		(2,325,741	)
Cash and cash equivalents at February 1	17,683,305		20,889,476
Cash and cash equivalents at July 31	$20,019,306		$18,563,735
See accompanying notes to consolidated financial statements.

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MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

Restatement: As noted in the Explanatory Note at the outset of this Amendment, the filing of this amended Form 10-Q/A arises out of a comment letter process with the Securities and Exchange Commission (“SEC”) which included a comment on the Company’s segment reporting. The Company has analyzed its segment reporting in accordance with the criteria outlined in SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” and based upon changes beginning in February 2006 in the manner in which management manages the Company, as well as the current economic characteristics of its operating segments, management has determined that a revision of the aggregation of operating segments is appropriate. The Company has identified six operating segments and has aggregated those segments into two reportable segments as follows: Product Recovery/Pollution Control Equipment and Fluid Handling Equipment, and one other segment (Filtration and Purification). The Filtration and Purification segment is comprised of four operating segments that do not meet the criteria for aggregation outlined in SFAS No. 131, but which can be combined due to certain quantitative thresholds listed in SFAS No. 131. The disclosures in the Business Segment Data in Note 11 have been restated to reflect two reportable segments and one other segment.

This restatement has no effect upon the Company’s consolidated statement of operations, consolidated balance sheet, consolidated statement of shareholders’ equity or consolidated statement of cash flows for any of the affected periods. Accordingly, the Company’s previously reported net sales, net income, earnings per share, total assets, liabilities and shareholders’ equity are unchanged.

Reclassification: This Amendment also gives effect to a reclassification identified in the comment letter process with the SEC. The Company has realized gains/(losses) on the sale of property and equipment in the amounts of $7,179 and $3,607 for the three-month periods ended July 31, 2006 and 2005, respectively, and $11,589 and ($8,591) for the six-month periods ended July 31, 2006 and 2005, respectively. In this Amendment, the Company has reclassified these gains/(losses) from other income, net (Note 9) to general and administrative expense on the consolidated statement of operations, which results in changes in previously reported income from operations. This reclassification has no effect on the Company’s previously reported net sales, net income, earnings per share, total assets, liabilities and shareholders’ equity.

Recent Accounting Pronouncements: In November 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 151, "Inventory Costs". The new Statement amends Accounting Research Bulletin No. 43, Chapter 4, "Inventory Pricing", to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement requires that those items be recognized as current period charges and requires that allocation of fixed production overheads to the cost of conversion be based on the normal capacity of the production facilities. This Statement is effective for fiscal years beginning after June 15, 2005. SFAS No. 151 has not had a material impact on our financial condition or results of operations.

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment”. This Statement replaces SFAS No. 123 and supersedes Accounting Principles Board Opinion (“APB”) No. 25. SFAS No. 123(R) requires 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. Prior to the adoption of SFAS No. 123(R) on February 1, 2006, the Company, as permitted by SFAS No. 123, provided pro forma disclosure of its compensation costs associated with the fair value of stock options that had been granted, and accordingly, no compensation costs were recognized in its consolidated financial statements. The Company adopted SFAS No. 123(R) using the modified prospective method, and accordingly, the financial statement amounts for the prior periods presented in this Quarterly Report on Form 10-Q have not been restated to reflect the fair value method of expensing share-based compensation. During the six-month period ended July 31, 2006, the adoption of SFAS No. 123(R) lowered net income by $111,249 and increased general and administrative expense by $163,601. The after-tax impact of adopting SFAS No. 123(R) is expected to approximate $223,000 during the fiscal year ending January 31, 2007. The adoption of this standard had no material impact on the Company's overall financial position and no impact on cash flow. See Note 4 for further information and the required disclosures under SFAS No. 123(R).

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets,” which addresses the measurement of exchanges of non-monetary assets. SFAS No. 153 eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets, which was previously provided by APB No. 29, “Accounting for Non-monetary Transactions,” and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies

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MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that a non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS No. 153 has not had a material impact on our financial condition or results of operations.

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 was effective for the Company with its fiscal year ended January 31, 2006. FIN No. 47 has not had 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. 20, “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. SFAS No. 154 has not had a material impact on our financial condition or results of operations.

In June 2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of SFAS No. 109”, which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 is effective and will be adopted by the Company on February 1, 2007. FIN No. 48 is not expected to have a material impact on our financial condition or results of operations.

Stock Split: On October 10, 2005, the Company’s Board of Directors declared a four-for-three stock split, effective in the form of a stock distribution, payable on November 15, 2005 to shareholders of record on November 1, 2005. The Company retained the current par value of $.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.

Shareholders’ equity reflects the stock split by reclassifying from “Additional paid-in capital” to “Common shares” an amount equal to the par value of the additional shares arising from the split.

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 Water Solutions Inc., Mefiag (Guangzhou) Filter Systems Ltd. and Met-Pro (Hong Kong) Limited Company. Significant intercompany accounts and transactions have been eliminated.

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MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 July 31, 2006 and the results of operations for the six-month and three-month periods ended July 31, 2006 and 2005, and changes in shareholders’ equity and cash flows for the six-month periods then ended. The results of operations for the six-month and three-month periods ended July 31, 2006 and 2005 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, 2006.

NOTE 4 - STOCK-BASED COMPENSATION

Stock Options: Effective February 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based Payment," which revised SFAS No. 123, "Accounting for Stock-Based Compensation," and superseded APB No. 25, "Accounting for Stock Issued to Employees". Prior to February 1, 2006, the Company accounted for stock-based compensation under the provisions of APB No. 25 and related interpretations. Accordingly, no compensation expense related to granting of stock options had been recognized in the financial statements prior to adoption of SFAS No. 123(R) for stock options that were granted, as the grant price equaled the market price on the date of grant.

The Company has adopted SFAS No. 123(R) using the modified prospective method, and accordingly the financial statement amounts for the prior periods presented in this Quarterly Report on Form 10-Q have not been restated to reflect the fair value method of expensing share-based compensation. Under this transition method, compensation cost recognized in the six-month and three-month periods ended July 31, 2006 includes compensation cost for all share-based payments granted prior to, but not vested as of February 1, 2006 and shared-based payments granted after February 1, 2006.

For the six-month and three-month periods ended July 31, 2006, the impact of the adoption of SFAS No. 123(R) as compared to if the Company had continued to account for share-based compensation under APB Opinion No. 25 is as follows: an increase in general and administrative expense by $163,601 and $81,801, respectively; a reduction in net income by $111,249 and $55,625, respectively; and had a de minimis effect on basic and diluted earnings per share. SFAS No. 123(R) requires the Company to estimate forfeitures in calculating the compensation expense instead of recognizing these forfeitures and the resulting reduction in compensation expense as they occur. As of February 1, 2006, the cumulative after-tax effect of this change in accounting for forfeitures reduced stock-based compensation by $8,670. The estimate of forfeitures will be adjusted over the vesting period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. The adoption of this standard had no impact on net cash flows and results in the reclassification on the consolidated cash flow statement of related tax benefits from cash flows from operating activities to cash flows from financing activities to the extent these tax benefits exceeded the associated compensation cost recognized in the income statement.

At this time, the Company’s practice is to grant options with one-third exercisable as of the date of grant and the remaining two-thirds vesting over a two year period; provided, however, in the event of a “change of control”, any unvested portion of the option shall become immediately exercisable. The Company’s present practice is that the duration of options is for up to ten years from the date of grant, subject to earlier termination under various conditions. The fair value of each option is amortized into compensation expense on a straight-line basis over their respective vesting period, net of estimated forfeitures. The fair value of options was estimated at the grant date using the Black-Scholes option valuation model. The per share weighted-average fair value at the date of grant for stock options granted during the fiscal year ended January 31, 2006 was $2.76 per option. For the six months ended July 31, 2006, there have been no additional stock options granted. The application of this valuation model relies on the following assumptions that are judgmental and sensitive in the determination of the compensation expense:

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MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Six Months Ended July 31,
	2006	2005
Expected term (years)	5.0	5.0
Risk-free interest rate	3.63% - 4.58%	3.11% - 4.58%
Expected volatility	30% - 32%	30% - 32%
Dividend yield	2.26% - 3.39%	2.26% - 3.73%

Historical information was the principal basis for the selection of the expected term and dividend yield. The expected volatility is based on a weighted-average combination of historical and implied volatilities over a time period that approximates the expected term of the option. The risk-free interest rate was selected based upon the U.S. Treasury Bill rates in effect at the time of grant for the expected term of the option.

The following table summarizes stock option transactions for the six-month period ended July 31, 2006:

		Shares	Weighted     Average        Exercise Price	Weighted       Average       Remaining     Life (years)	Aggregate Intrinsic Value
Options:
	Outstanding at February 1, 2006	810,742	$9.8071	7.68
	Granted	-	-
	Forfeited	-	-
	Expired	-	-
	Exercised	7,467	7.3969
	Outstanding at July 31, 2006	803,275	$9.8295	7.44	$2,466,456
	Exercisable at July 31, 2006	630,155	$9.4137	7.44	$2,196,909

The aggregate intrinsic value of options exercised during the six-month periods ended July 31, 2006 and 2005 was $43,332 and $89,966, respectively. The intrinsic value of stock options is the amount by which the market price of the stock on a given date, such as at the end of the period or on the day of exercise, exceeded the market price of stock on the date of grant.

The following table summarizes information about the options outstanding and options exercisable as of July 31, 2006:

	Options Outstanding			Options Exercisable
	Shares	Weighted Average Remaining Life (years)	Weighted Average    Exercise Price	Shares	Weighted Average    Exercise Price
Range of prices:
$5.48 - 5.99	32,980	3.46	$5.5533	32,980	$5.5533
$6.00 - 6.99	64,716	4.64	6.8063	64,716	6.8063
$7.00 - 8.99	210,565	5.73	7.3735	210,565	7.3735
$9.00 - 11.99	169,340	8.69	9.8813	112,892	9.8813
$12.00 - 12.99	325,674	8.69	12.4242	209,002	12.6331
	803,275	7.44	$9.8295	630,155	$9.4137

10

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of July 31, 2006, there was $456,982 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. The cost is expected to be recognized over a weighted-average period of 1.8 years.

The following table provides the pro forma net income and earnings per share for the six-month and three-month periods ended July 31, 2005 as if compensation cost for stock-based employee compensation was determined as of the grant date under the fair value method of SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148.

		Six Months Ended      July 31, 2005		Three Months Ended    July 31, 2005
Net income, as reported		$3,274,767		$1,956,549
Add:	Stock-based employee compensation expense
	included in reported net income, net of tax	-		-
Less:	Pro forma expense related to stock options granted,
	net of tax effects	(83,380	)	(41,690	)
Pro forma		$3,191,387		$1,914,859
Earnings per share, basic:
	As reported	$.29		$.18
	Pro forma	.29		.17
Earnings per share, diluted:
	As reported	$.29		$.17
	Pro forma	.28		.17

For the purposes of this pro forma disclosure, the fair value of the options at the date of grant was estimated using the Black-Scholes option-pricing model.

NOTE 5 - INVENTORIES

Inventories consisted of the following:

	July 31,	January 31,
	2006	2006
Raw materials	$10,569,704	$9,116,168
Work in progress	3,959,818	2,334,589
Finished goods	3,396,922	4,987,724
	$17,926,444	$16,438,481

NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION

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

	Six Months Ended
	July 31,
	2006	2005
Cash paid during the period for:
Interest	$155,138	$152,245
Income taxes	1,964,283	1,062,858

11

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - DEBT

Short-term debt:

The Company and its subsidiaries have domestic and foreign unsecured lines of credit totaling $5,000,000 which can be used for working capital. As of July 31, 2006, the Company’s Mefiag B.V. operating segment borrowed $383,220 (300,000 Euro) from its available line of credit.

Long-term debt:

Long-term debt consisted of the following:

	July 31,		January 31,
	2006		2006
Note payable, bank, payable in
quarterly installments of $300,000,
plus interest at a rate of 75 basis points
over the ninety day LIBOR rate
(effective interest rate of 5.90% at
July 31, 2006), maturing October, 2008.	$3,000,000		$3,600,000
Note payable, bank, payable in
quarterly installments of $31,935
(25,000 Euro), plus interest at a
fixed rate of 3.82%, maturing
January, 2016.	1,052,572		379,387
Line of credit, $383,220 (300,000 Euro),
payable upon demand, plus
interest at a rate of 70 basis points
over the thirty day EURIBOR rate
(effective interest rate of 3.71% at
July 31, 2006).	383,220		364,559
Bond payable, bank, payable in
quarterly installments of $58,333,
plus interest at a rate of 16 basis points
below the ninety day LIBOR rate
(effective interest rate of 4.99% at
July 31, 2006), maturing April, 2021.	3,449,166		50,000
	7,884,958		4,393,946
Less current portion	1,944,293		1,689,413
	5,940,665		2,704,533
Fair market value of interest rate
swap liability	(115,410	)	19,053
Long-term portion	$5,825,255		$2,723,586

The note payables and bond payable are subject to certain covenants, including maintenance of prescribed amounts of leverage and fixed charge coverage ratios.

12

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has two separate interest rate swap agreements to hedge against the potential impact on earnings from increases in market interest rates. Effective October 29, 1998, the Company entered into a ten-year interest rate swap agreement for a notional amount equal to the balance on the note payable maturing October 2008. The Company swapped the ninety day LIBOR for a fixed rate of 5.23%. As a result, the effective fixed interest rate is 5.98%. Effective April 3, 2006, the Company entered into a fifteen-year interest rate swap agreement for a notional amount equal to the balance on the bond payable maturing April 2021. The Company swapped the ninety day LIBOR for a fixed rate of 4.87%. As a result, the effective fixed interest rate is 4.71%. These interest rate swap agreements are accounted for as fair value hedges that qualify for treatment under the short-cut method of measuring effectiveness in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended by SFAS 138, “Accounting for Certain Derivative Instruments and Hedging Activities - an Amendment to FASB Statement No. 133”. There was no hedge ineffectiveness as of July 31, 2006. The fair value of the interest rate swap agreements resulted in an increase in equity of $78,479 (net of tax) for the six-months ended July 31, 2006 and a decrease in equity of $12,385 (net of tax) for the fiscal year ended January 31, 2006. These results are recorded in the accumulated other comprehensive loss section of shareholders’ equity.

Maturities of long-term debt are as follows:

Year Ending
January 31,
2007	$1,944,293
2008	1,561,072
2009	1,561,072
2010	361,072
2011	361,072
Thereafter	2,096,377
	$7,884,958

NOTE 8 - ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive income/(loss) consisted of the following:

	July 31,		January 31,
	2006		2006
Interest rate swap, net of tax	$78,479		($12,385	)
Cumulative translation of adjustment	601,729		400,431
Minimum pension liability adjustment, net of tax	(709,867	)	(709,867	)
	($29,659	)	($321,821	)

NOTE 9 - OTHER INCOME, NET (RESTATED)

Other income, net was comprised of the following:

	Six Months Ended July 31,		Three Months Ended July 31,
	2006	2005	2006	2005
Interest income	$493,984	$257,741	$248,893	$135,722
Other miscellaneous income	11,267	36,843	21,560	19,675
	$505,251	$294,584	$270,453	$155,397

13

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - EMPLOYEE BENEFIT PLANS

Pension Plans: The Company has several defined benefit pension plans covering eligible employees in the United States. The net periodic benefit cost is based on estimated values provided by independent actuaries. The following table provides the components of net periodic benefit costs:

	Pension Cost
	Six Months Ended July 31,				Three Months Ended July 31,
	2006		2005		2006		2005
Service cost	$354,124		$310,032		$177,062		$155,016
Interest cost	535,814		514,992		267,907		257,496
Expected return on plan assets	(584,930	)	(513,800	)	(292,465	)	(256,900	)
Amortization of transition asset	(8,058	)	(5,258	)	(4,029	)	(2,629	)
Amortization of prior service cost	49,406		50,592		24,703		25,296
Recognized net actuarial loss	51,678		13,818		25,839		6,909
Net periodic benefit cost	$398,034		$370,376		$199,017		$185,188

The Company contributed $82,374 to the pension plans during the six-month period ended July 31, 2006 and expects an additional minimum contribution of $49,739 during the six-month period ending January 31, 2007.

 

14

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - BUSINESS SEGMENT DATA (RESTATED)

During the fiscal quarter ended October 31, 2006, management reviewed operating segment aggregation in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” and based upon changes beginning in February 2006 in the manner in which management manages the Company, as well as the current economic characteristics of its operating segments, management has determined that a revision of the aggregation of operating segments is appropriate. Therefore, the segment discussion outlined below represents the adjusted segment structure as determined by management in accordance with SFAS No. 131. All prior year amounts related to these reporting segments have been restated to conform to the new reporting segment structure.

The Company has identified six operating segments and has aggregated those segments into two reportable segments as follows: Product Recovery/Pollution Control Equipment and Fluid Handling Equipment and one other segment (Filtration and Purification). The Filtration and Purification segment is comprised of four operating segments that do not presently meet the criteria for aggregation outlined in SFAS No. 131. However, the Company’s analysis is that SFAS No. 131 permits the aggregation of operating segments if, individually, each operating segment does not meet any of the following quantitative thresholds: (i) reported revenue is 10 percent or more of combined revenue of all reported operating segments, (ii) the absolute amount of reported profit or loss is 10 percent or more of the greater, in absolute amounts, of either the combined reported profit of all operating segments that did not report a loss or the combined reported loss of all operating segments that did report a loss, and (iii) its assets are 10 percent or more of the combined assets of all operating segments. Since none of the operating segments included in the Filtration and Purification segment meets these criteria, and at least 75 percent of total consolidated revenue is included in the Product Recovery/Pollution Control Equipment and Fluid Handling Equipment reporting segments, the Company has determined the aggregation of these operating segments into this other segment is appropriate under SFAS No. 131. The disclosures in the Business Segment Data have been restated to reflect two reportable segments and one other segment.

The following is a description of each segment:

Product Recovery/Pollution Control Equipment: This reportable segment consists of one operating segment that manufactures products for the purification of air or liquids. Many of these products are custom designed and engineered to solve a customer’s pollution control or product recovery issues. The products are sold worldwide through Company sales personnel and a network of manufacturer’s representatives. This reporting segment is comprised of the Duall, Systems, Flex-Kleen and Strobic Air business units.

Fluid Handling Equipment: This reportable segment consists of one operating segment that manufactures high quality centrifugal pumps that are applied on difficult applications including pumping of acids, brines, caustics, bleaches, seawater, high temperature liquids and a wide variety of waste liquids. A variety of pump configurations make these products adaptable to almost any pumping application. These products are sold worldwide through an extensive network of distributors. This reporting segment is comprised of the Dean Pump, Fybroc and Sethco business units.

Filtration and Purification: This other segment consists of four operating segments that produce the following products: proprietary chemicals for the treatment of municipal drinking water systems and boiler and cooling tower systems; cartridges and filter housings; filtration products for difficult industrial air and liquid applications; and filter systems using horizontal disc technology. This other segment is comprised of the Keystone Filter, Pristine Water Solutions, Mefiag and Mefiag B.V. operating segments.

The accounting policies of the reporting segments are the same as those described in the summary of significant accounting policies. The Company evaluates the performance of these segments based on many factors including sales, sales trends, margins and operating performance.

No significant inter-company revenue is realized in these reporting segments. 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.

15

MET-PRO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial information for two reporting segments and one other segment is shown below:

	Six Months Ended		Three Months Ended
	July 31,		July 31,
	2006	2005	2006	2005
Net sales
Product recovery/pollution control equipment	$22,091,252	$19,164,528	$12,792,903	$11,576,897
Fluid handling equipment	12,023,633	11,546,097	6,106,139	5,956,327
Filtration and purification	9,443,038	9,863,507	4,879,840	5,113,296
	$43,557,923	$40,574,132	$23,778,882	$22,646,520
Income from operations
Product recovery/pollution control equipment	$1,406,072	$1,643,404	$839,358	$983,338
Fluid handling equipment	1,733,748	1,854,386	1,038,204	1,096,658
Filtration and purification	937,732	1,231,252	599,323	754,690
	$4,077,552	$4,729,042	$2,476,885	$2,834,686

	July 31,	January 31,
	2006	2006
Identifiable assets
Product recovery/pollution control equipment	$32,874,775	$34,173,031
Fluid handling equipment	20,006,861	17,008,765
Filtration and purification	19,602,942	17,653,316
	72,484,578	68,835,112
Corporate	22,024,473	20,827,813
	$94,509,051	$89,662,925

NOTE 12 - ACCOUNTANTS’ 10-Q REVIEW

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

 

16

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 July 31 2006, and the related consolidated statements of operations for the six-month and three-month periods ended July 31, 2006 and 2005 and shareholders’ equity and cash flows for the six-month period ended July 31, 2006 and 2005. 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.

As discussed in Notes 1 and 11, the accompanying consolidated financial statements have been restated to revise the Company’s segment disclosures, and as discussed in Notes 1 and 9, the Company has reclassified certain losses and gains from the sale of property and equipment.

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, 2006, 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 24, 2006, 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, 2006 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

August 18, 2006, except for Notes 1, 9 and 11

for which the date is November 30, 2006

17

MET-PRO CORPORATION

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

The following discussion should be read in conjunction with, and is qualified in its entirety by, the Unaudited Consolidated Financial Statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q/A. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements. Factors that may cause such a difference include, but are not limited to, those discussed in “Item 1A: Risk Factors” of our Annual Report on Form 10-K for the year ended January 31, 2006.

Results of Operations:

The following table sets forth, for the six-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.

	Six Months Ended				Three Months Ended
	July 31,				July 31,
	2006		2005		2006		2005
Net Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	71.1	%	67.9	%	71.7	%	68.8	%
Gross profit	28.9	%	32.1	%	28.3	%	31.2	%
Selling expenses	9.1	%	9.7	%	8.7	%	8.7	%
General and administrative expenses	10.4	%	10.7	%	9.2	%	10.0	%
Income from operations	9.4	%	11.7	%	10.4	%	12.5	%
Interest expense	(.3	%)	(.3	%)	(.4	%)	(.3	%)
Other income, net	1.1	%	.7	%	1.2	%	.7	%
Income before taxes	10.2	%	12.1	%	11.2	%	12.9	%
Provision for taxes	3.3	%	4.0	%	3.6	%	4.3	%
Net income	6.9	%	8.1	%	7.6	%	8.6	%

Six Months Ended July 31, 2006 vs. Six Months Ended July 31, 2005

Net sales for the six-month period ended July 31, 2006 were $43,557,923 compared with $40,574,132 for the six-month period ended July 31, 2005, an increase of $2,983,791 or 7.4%. Sales in the Product Recovery/Pollution Control Equipment reporting segment were $22,091,252, or $2,926,724 higher than the $19,164,528 of sales for the six-month period ended July 31, 2005, an increase of 15.3%. The sales increase in the Product Recovery/Pollution Control Equipment reporting segment was due primarily to increased demand for our particulate collection equipment, fume and odor control equipment, and thermal oxidizer equipment. Sales in the Fluid Handling Equipment reporting segment totaled $12,023,633, or $477,536 higher than the $11,546,097 of sales for the six-month period ended July 31, 2005, an increase of 4.1%. The sales increase in the Fluid Handling Equipment reporting segment was due primarily to increased demand for our centrifugal pumps that handle corrosive, abrasive and high temperature liquids. Sales in the Filtration and Purification segment were $9,443,038, or $420,469 lower than the $9,863,507 of sales for the six-month period ended July 31, 2005, a decrease of 4.3%. This decrease was due to lower demand for our horizontal disc filter systems which are utilized in the metal finishing and plating industry.

The dollar amount of the Company’s backlog of orders totaled $23,996,831 and $16,044,603 as of July 31, 2006 and 2005, respectively. The Company expects that substantially all of the backlog that existed as of July 31, 2006 will be shipped during the current fiscal year.

Income from operations for the six-month period ended July 31, 2006 was $4,077,552 compared with $4,729,042 for the six-month period ended July 31, 2005, a decrease of $651,490 or 13.8%.

18

MET-PRO CORPORATION

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

Income from operations in the Product Recovery/Pollution Control Equipment reporting segment was $1,406,072, or $237,332 lower than the $1,643,404 for the six-month period ended July 31, 2005, a decrease of 14.4%. The decrease in income from operations in the Product Recovery/Pollution Control Equipment reporting segment was principally related to (i) reduced gross margins due to product mix and higher material costs, (ii) a loss on one large Product Recovery/Pollution Control Equipment reporting segment project in the second quarter which reduced Company income from operations by approximately $388,000, and (iii) the allocation of a non-cash charge for stock options, all offset by higher net sales.

Income from operations in the Fluid Handling Equipment reporting segment totaled $1,733,748, or $120,638 lower than the $1,854,386 for the six-month period ended July 31, 2005, a decrease of 6.5%. The decrease in income from operations in the Fluid Handling Equipment reporting segment was principally related to (i) reduced gross margins due to product mix and higher material costs, (ii) non-recurring and non-capitalized expenses incurred in the first quarter resulting from the relocation of the Company’s Sethco business unit and the expansion of the Company’s Telford, Pennsylvania facility, which reduced income from operations by approximately $267,000, and (iii) the allocation of a non-cash charge for stock options, all offset by higher net sales.

Income from operations in the Filtration and Purification segment was $937,732, or $293,520 lower than the $1,231,252 for the six-month period ended July 31, 2005, a decrease 23.8%. This decrease was principally related to (i) non-recurring and non-capitalized expenses incurred in the first quarter from the relocation of the Company’s Mefiag business unit and the expansion of the Company’s Netherlands facility, which reduced income from operations by approximately $90,000, (ii) the allocation of a non-cash charge for stock options, and (iii) lower net sales.

Net income for the six-month period ended July 31, 2006 was $3,016,133 compared with $3,274,767 for the six-month period ended July 31, 2005, a decrease of $258,634 or 7.9%. Net income was impacted by (i) product mix and high material costs in the Product Recovery/Pollution Control Equipment and Fluid Handling Equipment reporting segments, (ii) a loss on one large Product Recovery/Pollution Control Equipment reporting segment project which reduced our net income by approximately $264,000, (iii) non-recurring and non-capitalized expenses incurred in the first quarter resulting from the relocation of the Company’s Sethco and Mefiag business units and the expansion of the Company’s Netherlands and Telford, Pennsylvania facilities, which reduced net income in the Fluid Handling Equipment reporting segment by approximately $243,000, and (iv) a non-cash charge for stock options which reduced net income by approximately $111,000.

The gross margin for the six-month period ended July 31, 2006 was 28.9% versus 32.1% for the same period in the prior year. This decrease in gross margin was due to (i) product mix and higher material costs in the Product Recovery/Pollution Control Equipment and Fluid Handling Equipment reporting segments, and (ii) a loss on one large Product Recovery/Pollution Control Equipment reporting segment project previously mentioned, which on its own reduced the gross margin from 29.8% to 28.9% for the six-month period. Procedures have been implemented to mitigate profit erosion on all larger projects. To offset the higher material costs, the Company has taken certain measures including selected price increases and improved purchasing practices. The relocation of the Company’s Sethco and Mefiag business units and the expansion of the Company’s Netherlands and Telford, Pennsylvania facilities are complete and are expected to promote improved operational results. These several initiatives are expected to relieve pressures on the Company’s gross margins in the third and fourth quarters of this year.

Selling expense increased $44,965 during the six-month period ended July 31, 2006 compared with the same period last year. Selling expense as a percentage of net sales was 9.1% for the six-month period ended July 31, 2006 compared with 9.7% for the same period last year.

General and administrative expense was $4,539,931 for the six-month period ended July 31, 2006 compared with $4,360,555 for the same period last year, an increase of $179,376. This increase is principally related to non-recurring and non-capitalized expenses resulting from the relocation of our Company’s Sethco and Mefiag business units and the expansion of the Company's Netherlands and Telford, Pennsylvania facilities which occurred during the fiscal quarter ended April 30, 2006, combined with the impact of expensing stock options. General and administrative expense as a percentage of net sales was 10.4% for the six-month period ended July 31, 2006, compared with 10.7% for the same period last year.

Interest expense was $147,314 for the six-month period ended July 31, 2006, compared with $135,914 for the same period in the prior year, an increase of $11,400. This increase was due principally to an increase of long-term debt related to plant expansions.

19

MET-PRO CORPORATION

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

Other income, net, was $505,251 for the six-month period ended July 31, 2006 compared with $294,584 for the same period in the prior year. This change is related to higher interest income earned on cash on hand.

The effective tax rates for the six-month periods ended July 31, 2006 and 2005 were 32% and 33%, respectively.

Three Months Ended July 31, 2006 vs. Three Months Ended July 31, 2005

Net sales for the three-month period ended July 31, 2006 were $23,778,882 compared with $22,646,520 for the three-month period ended July 31, 2005, an increase of $1,132,362 or 5.0%. Sales in the Product Recovery/Pollution Control Equipment reporting segment were $12,792,903, or $1,216,006 higher than the $11,576,897 of sales for the three-month period ended July 31, 2005, an increase of 10.5%. The sales increase in the Product Recovery/Pollution Control Equipment reporting segment was due primarily to increased demand for our particulate collection equipment, fume and odor control equipment, and thermal oxidizer equipment. Sales in the Fluid Handling Equipment reporting segment totaled $6,106,139, or $149,812 higher than the $5,956,327 of sales for the three-month period ended July 31, 2005, an increase of 2.5%. The sales increase in the Fluid Handling Equipment reporting segment was due primarily to increased demand for our centrifugal pumps that handle corrosive, abrasive and high temperature liquids. Sales in the Filtration and Purification segment were $4,879,840, or $233,456 lower than the $5,113,296 of sales for the three-month period ended July 31, 2005, a decrease of 4.6%. This decrease was due to lower demand for our horizontal disc filter systems which are utilized in the metal finishing and plating industry.

Income from operations for the three-month period ended July 31, 2006 was $2,476,885 compared with $2,834,686 for the three-month period ended July 31, 2005, a decrease of $357,801 or 12.6%.

Income from operations in the Product Recovery/Pollution Control Equipment reporting segment was $839,358, or $143,980 lower than the $983,338 for the three-month period ended July 31, 2005, a decrease of 14.6%. The decrease in income from operations in the Product Recovery/Pollution Control Equipment reporting segment was principally related to (i) reduced gross margins due to product mix and higher material costs, (ii) a loss on one large Product Recovery/Pollution Control Equipment reporting segment project which reduced Company income from operations by approximately $388,000, and (iii) the allocation of a non-cash charge for stock options, all offset by higher net sales.

Income from operations in the Fluid Handling Equipment reporting segment totaled $1,038,204, or $58,454 lower than the $1,096,658 for the three-month period ended July 31, 2005, a decrease of 5.3%. The decrease in income from operations in the Fluid Handling Equipment reporting segment was principally related to (i) reduced gross margins due to product mix and higher material costs, and (ii) the allocation of a non-cash charge for stock options, both offset by higher net sales.

Income from operations in the Filtration and Purification segment was $599,323, or $155,367 lower than the $754,690 for the three-month period ended July 31, 2005, a decrease 20.6%. This decrease was principally related to (i) the allocation of a non-cash charge for stock options and (ii) lower net sales.

Net income for the three-month period ended July 31, 2006 was $1,808,685 compared with $1,956,549 for the three-month period ended July 31, 2005, a decrease of $147,864 or 7.6%. Net income was impacted by (i) product mix and higher material costs in the Product Recovery/Pollution Control Equipment and Fluid Handling Equipment reporting segments, (ii) a loss on one large Product Recovery/Pollution Control Equipment reporting segment project which reduced net income by approximately $264,000, and (iii) a non-cash charge for stock options which reduced net income by approximately $56,000.

The gross margin for the three-month period ended July 31, 2006 was 28.3% compared with 31.2% for the same period in the prior year. This decrease in gross margin was due to (i) product mix and higher material costs in the Product Recovery/Pollution Control Equipment and Fluid Handling Equipment reporting segments, and (ii) a loss on one large Product Recovery/Pollution Control reporting segment project previously mentioned, which on its own reduced the gross margin from 30.0% to 28.3% for the three-month period.

Selling expenses increased $103,049 during the three-month period ended July 31, 2006 compared with the same period last year. As a percentage of net sales, selling expenses were 8.7% for the three-month period ended July 31, 2006 and 2005.

General and administrative expense was $2,181,418 for the three-month period ended July 31, 2006 compared with $2,254,899 for the three-month period ended July 31, 2005, a decrease of $73,481. This decrease was principally related to the decrease in an accrual for the management incentive program, a lower reserve for bad debts and a lower personnel acquisition expense,

20

MET-PRO CORPORATION

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

offset by the expensing of stock options. General and administrative expense as a percentage of net sales was 9.2% for the six-month period ended July 31, 2006, compared with 10.0% of net sales for the same period last year.

Interest expense was $87,509 for the three-month period ended July 31, 2006 compared with $69,862 for the same period in the prior year, an increase of $17,647. This increase was due principally to an increase of long-term debt related to plant expansions.

Other income, net, was $270,453 for the three-month period ended July 31, 2006 compared with $155,397 for the same period in the prior year. This change is related to higher interest income earned on cash on hand.

The effective tax rates for the three-month periods ended July 31, 2006 and 2005 were 32% and 33%, respectively.

Liquidity:

The Company’s cash and cash equivalents were $20,019,306 on July 31, 2006 compared with $17,683,305 on January 31, 2006, an increase of $2,336,001. This increase is the net result of the positive cash flows provided by operating activities of $3,492,716 and the proceeds from new borrowings (as discussed in the Capital Resources and Requirements section below) amounting to $4,140,315, offset by payment of the quarterly cash dividends amounting to $1,400,107, payments on long term debt totaling $713,113 and investment in property and equipment amounting to $3,275,209. The Company’s cash flows from operating activities are influenced, in part, 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 $16,496,106 on July 31, 2006 compared with $17,909,727 on January 31, 2006, which represents a decrease of $1,413,621. 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 reporting segment, will, among other factors, influence accounts receivable balances at any point in time.

Inventories were $17,926,444 on July 31, 2006 compared with $16,438,481 on January 31, 2006, an increase of $1,487,963. This increase is primarily due to inventory purchased in the six-month period ended July 31, 2006 for projects which are expected to ship in the third and fourth quarters 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 $16,717,058 on July 31, 2006, compared with $17,142,747 on January 31, 2006, a decrease of $425,689. A decrease in customer advances and accrued salaries, wages and expenses, offset partially by an increase in the current portion of long-term debt, accounted for this decrease.

The Company has consistently maintained a high current ratio and it and its subsidiaries maintain domestic and foreign lines of credit totaling $5.0 million, which are available for working capital purposes. As of July 31, 2006, the Company’s Mefiag B.V. operating segment had borrowed $383,220 (300,000 EURO) on a low interest foreign line of credit to partially finance an expansion and renovation of its facility located in The Netherlands. 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 July 31, 2006 and January 31, 2006, working capital was $39,491,414 and $36,862,200, respectively, and the current ratio was 3.4 and 3.2, respectively.

Capital Resources and Requirements:

Cash flows provided by operating activities during the six-month period ended July 31, 2006 amounted to $3,492,716 compared with $469,347 in the six-month period ended July 31, 2005. This increase in cash flows from operating activities was due principally to the decrease in accounts receivable and the reduction in the increase of inventory, offset by decreases in accrued expenses and customer advances.

Cash flows used in investing activities during the six-month period ended July 31, 2006 amounted to $3,262,399 compared with $457,473 for the six-month period ended July 31, 2005, an increase of $2,804,926. The increase in investing activities is partially due to capital expenses incurred in connection with the expansion of the Company’s Telford, Pennsylvania facility, as to which the Company incurred costs of $1,661,272 for the six-month period ended July 31, 2006. This expansion was required to accommodate the relocation of the Sethco business unit from Hauppauge, New York to the Telford, Pennsylvania

21

MET-PRO CORPORATION

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

facility. In addition, the increase in investing activities was due to an expansion and renovation of our Mefiag B.V. facility in the Netherlands, in which the Company has incurred costs of $751,765 for the six-month period ended July 31, 2006. This expansion is required to maintain the projected growth of Mefiag B.V. The balance of the increase is due to the Company’s capital expenditures in the two reporting segments and one other segment, and in its corporate headquarters.

During the second quarter, the Company listed for sale, its 30,000 square foot building located on four acres in Hauppauge, Long Island, New York, previously occupied by our Sethco business unit at an asking price of $4,950,000. The net book value of the land and building amounted to $742,583 as of July 31, 2006 and is included in the property, plant and equipment, net, section of the consolidated balance sheet.

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 six-month period ended July 31, 2006 provided $2,082,327 of available resources compared with $2,315,403 utilized during the six-month period ended July 31, 2005. The 2006 activity is the result of the proceeds from new borrowings of $4,140,315, offset by the reduction of debt of $713,113 and payment of dividends amounting to $1,400,107. During the six-month period ended July 31, 2006, the Company borrowed $3,450,000 in an industrial revenue bond financing, totaling $3,500,000 for a term of fifteen years, at a fixed interest rate swap of 4.71% in order to finance the expansion of the Telford, Pennsylvania facility. In addition, during the six-month period ended July 31, 2006, the Company’s Mefiag B.V. operating segment borrowed $690,315 (561,795 Euro) from a bank for a term of ten years, at a fixed interest rate of 3.82% for the expansion of its facility in The Netherlands.

The Board of Directors declared quarterly dividends of $.0625 payable on March 9, 2006, June 7, 2006, and September 6, 2006, to shareholders of record as of February 24, 2006, May 26, 2006, and August 24, 2006, respectively.

Critical Accounting Policies and Estimates:

Management’s Discussion and Analysis of Financial Condition and Results of Operations is 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 recognizes revenues from product sales or services provided when the following revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable and collectibility is reasonably assured. The Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 104, “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. 104.

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,

22

MET-PRO CORPORATION

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

significant differences in our actual experience or significant changes in our assumptions may materially affect our pension obligations and our future expense.

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.

Results may differ materially from our 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 Quarterly Report on Form 10-Q, 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 reporting unit, 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 years ended January 31, 2006 and 2005. During the fiscal year ended January 31, 2006, we performed an impairment analysis of the $11.1 million of goodwill that the Company carries for Flex-Kleen and concluded that no impairment had 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

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MET-PRO CORPORATION

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

·       failure in execution of acquisition strategy.

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 (Restated)

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on that evaluation, our 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 designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed or submitted 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 required disclosure.

As described in Note 1 to the Consolidated Financial Statements, we have restated Note 11 to reflect two reportable segments and one other segment, and have restated Note 9 to reflect the reclassification of certain gains/losses on sale of property and equipment. Our management, including our Chief Executive Officer and our Chief Financial Officer, have re-evaluated our disclosure controls and procedures as of the end of the period covered by this Report to determine whether these changes affect their prior conclusion, and have determined that it does not change their conclusion that, as of July 31, 2006, our disclosure controls and procedures were effective. Management believes that these changes represent changes in judgment as to the application of certain accounting standards. These changes have no impact upon net sales, net income, earnings per share, total assets, liabilities, or shareholders’ equity, and the change in income from operations in connection with the reclassification is considered by management not to be material.

(b) Changes in Internal Control over Financial Reporting

As required by Exchange Act Rule 13a-15(d), our management, including our Chief Executive Officer and our Chief Financial Officer, also re-evaluated our internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f), in order to determine whether any changes occurred in the fiscal quarter ended July 31, 2006 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on this re-evaluation, it continues to be management’s assessment that no such change occurred during the fiscal quarter.

Management has re-evaluated its assessment regarding the effectiveness of our internal control over financial reporting as a result of the changes described in Notes 1, 9 and 11 to the Consolidated Financial Statements to reflect two reportable segments and one other segment and the reclassification of certain gains/losses on sale of property and equipment. Management has concluded that its prior assessment that our internal control over financial reporting was effective at July 31, 2006 continues to be correct. Management believes that these changes effected by the Amendment represent changes in judgment as to the application of certain accounting standards. These changes have no impact upon net sales, net income, earnings per share, total assets, liabilities, or shareholders’ equity, and the change in income from operations in connection with the reclassification is considered by management not to be material.

24

MET-PRO CORPORATION

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.

Beginning in 2002, the Company and/or one of its divisions began to be named as one of many defendants in asbestos-related lawsuits filed predominantly in Mississippi on a mass basis by large numbers of plaintiffs against a large number of industrial companies including in particular those in the pump and fluid handling industries. More recently, the Company and/or this division have been named as one of many pump and fluid handling defendants in asbestos-related lawsuits filed in New York and Maryland by individual plaintiffs, sometimes husband and wife. To a lesser extent, the Company and/or this division have also been named together with many other pump and fluid handling defendants in these type of cases in other states as well.

The complaints filed against the Company and/or this division have been vague, general and speculative, alleging that the Company, and/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. The Company believes that it and/or the division have meritorious defenses to the cases which have been filed and that none of its and/or the division’s 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 have been dismissed from or settled a number of these cases. Most of these cases have not advanced beyond the early stages of discovery, although several cases in different jurisdictions are on schedules leading to trial. The Company presently believes that these proceedings will not 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.

Item 1A.  Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2006 as filed with the Securities and Exchange Commission on April 13, 2006, which could materially affect our business, financial condition, financial results or future performance. Additionally, we refer you to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cautionary Statement Concerning Forward-Looking Statements” of this report which we incorporate herein by reference.

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MET-PRO CORPORATION

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

(a)	During the second quarter ended July 31, 2006, 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 July 31, 2006:

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)
May 1-31, 2006	0	$  -	0	270,918
June 1-30, 2006	0	-	0	270,918
July 1-31, 2006	0	-	0	270,918
Total	0	$  -	0	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 stock split) shares. The program has no fixed expiration date.

Item 3. Defaults Upon Senior Securities

None

26

MET-PRO CORPORATION

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

An Annual Meeting of the Company’s shareholders was held on June 7, 2006. At that meeting, two proposals were submitted to a vote of the Company’s shareholders. Proposal 1 was a proposal to elect three Directors (with George H. Glatfelter, II, Alan Lawley, Ph.D., and Gary J. Morgan being the nominees) to serve until the 2009 Annual Meeting of Shareholders. Proposal 2 was to ratify the election of Margolis & Company P.C. as independent registered public accountants for the Company’s fiscal year ending January 31, 2007.

At the close of business on the record date for the meeting (which was April 13, 2006), there were 11,204,577 Common Shares outstanding and entitled to be voted at the meeting. Holders of 10,404,010 Common Shares (representing a like number of votes) were present at the meeting, either in person or by proxy.

The following table sets forth the results of the voting on each of the proposals:

		Number of Votes
Proposals		For	Against	Abstain/    Broker      Non Vote
Proposal 1 -	Election of Directors
	George H. Glatfelter, II	10,121,409	282,601	-
	Alan Lawley, Ph.D.	9,900,065	503,945	-
	Gary J. Morgan	9,849,124	554,886	-
Proposal 2 -	Selection of Margolis & Company P.C. as Independent Registered Public Accountants	9,907,335	471,242	25,433

Consequently, both proposals were adopted by the shareholders.

Item 5.  Other Information

None

Item 6.  Exhibits

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

Exhibit No.	Description
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 Executive Officer,
	Pursuant 18 U.S.C. Section 1350.*

* Filed herewith.

27

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 13, 2006	/s/ Raymond J. De Hont
	Raymond J. De Hont
	Chairman, President and Chief Executive
	Officer
December 13, 2006	/s/ Gary J. Morgan
	Gary J. Morgan
	Senior Vice President of Finance,
	Secretary and Treasurer, Chief
	Financial Officer, Chief Accounting
	Officer and Director

28

EX-31

MET-PRO CORPORATION

Exhibit 31.1

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Raymond J. De Hont, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Met-Pro Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 13, 2006	/s/ Raymond J. De Hont
	Raymond J. De Hont
	Chief Executive Officer

MET-PRO CORPORATION

Exhibit 31.2

CERTIFICATION UNDER SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Gary J. Morgan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of Met-Pro Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 13, 2006	/s/ Gary J. Morgan
	Gary J. Morgan
	Chief Financial Officer

EX-32

MET-PRO CORPORATION

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A for the period ended July 31, 2006 of Met-Pro Corporation (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Raymond J. De Hont, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 13, 2006	/s/ Raymond J. De Hont
	Raymond J. De Hont
	Chief Executive Officer

MET-PRO CORPORATION

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A for the period ended July 31, 2006 of Met-Pro Corporation (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gary J. Morgan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 13, 2006	/s/ Gary J. Morgan
	Gary J. Morgan
	Chief Financial Officer