8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):   December 11, 2009

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

Pennsylvania	001-07763	23-1683282
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

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

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

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

See disclosure under Item 3.03 below, which is incorporated herein by reference.

Item 3.03 Material Modifications to Rights of Security Holders.

(a) Effective as of December 11, 2009, Met-Pro Corporation, a Pennsylvania corporation (the “Company”) and American Stock Transfer and Trust Company, LLC entered into an agreement amending (the “Amendment”) the Rights Agreement (the “Rights Agreement”) dated as of January 6, 2000.   A summary of the Amendment is as follows: the Amendment (i) extends the Expiration Date (as defined in the Rights Agreement) of the Rights until January 14, 2020, unless earlier redeemed by the Company as provided for in the Rights Agreement; and (ii) sets the Purchase Price (as defined in Section 7(b) of the Rights Agreement) as of the effective date of the Amendment at Fifty Seven Dollars ($57.00).   The Amendment also provides that except for the foregoing modifications, the Rights Agreement is agreed to be in force and effect and not modified or amended.   The foregoing  summary description of the Amendment is qualified in its entirety by reference to the actual provisions of the Amendment, which is incorporation herein by reference.   A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 4(b).

Item 9.01 Financial Statments and Exhibits.

(d) Exhibits

Exhibit No.	Description
4(b)	Amendment No. 1 dated as of December 11, 2009 to Rights Agreement dated as of January 6, 2000
99.1	Press Release dated December 17, 2009

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      Date:  December 17, 2009

MET-PRO CORPORATION

By: /s/ Raymond J. De Hont

Raymond J. De Hont,

President and Chief Executive Officer

EX-4.B

Exhibit 4(b)

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

This Amendment No. 1 (this “Amendment”) is made as of the 11th  day of December, 2009 to the Rights Agreement (“Rights Agreement”) dated January 6, 2000 between Met-Pro Corporation, a Pennsylvania corporation (“Met-Pro”) and American Stock Transfer and Trust Company, LLC (“Rights Agent”).

_______________________

WHEREAS, Met-Pro and the Rights Agent entered into the Rights Agreement on January 6, 2000; and

WHEREAS,  Met-Pro desires to amend the Rights Agreement, as authorized by and pursuant to Section 27 thereof;

NOW, THEREFORE, Met-Pro and the Rights Agent hereby agree as follows:

1.     The definition of “Expiration Date” provided for in Section 1(l) of the Rights Agreement is hereby replaced with the following definition:

“ ‘Expiration Date’ shall mean the earliest of (i) the close of business on the twentieth (20th) anniversary of the Record Date (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided for in Section 23 hereof, or (iii) the time at which the Rights are exchanged pursuant to Section 24 hereof.”

2.    The “Purchase Price” (as defined by Section 7(b) of the Rights Agreement) is set and determined to be Fifty Seven Dollars ($57.00). For the avoidance of doubt, it is stated that such Fifty Seven Dollars ($57.00) Purchase Price is the Purchase Price that shall be in effect effective with this Amendment, and that such Fifty Seven Dollars ($57.00) shall not be deemed to have been adjusted by adjustments made prior to the date of this Amendment pursuant to the provisions of the Rights Agreement, including without limitation those adjustments provided for by Section 11 of the Rights Agreement. Nothing in the foregoing shall be deemed to amend or modify the prospective application of the provisions of the Rights Agreement that shall hereafter result in an adjustment to the Purchase Price, including without limitation the provisions of Section 11 of the Rights Agreement.

3.     This Amendment shall bind and inure to the benefit of the Company and the Rights Agent and their respective successors and assigns.

Except as set forth herein, the Rights Agreement is agreed to be in force and effect and unmodified and not amended.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

MET-PRO CORPORATION By:   /s/ Raymond De Hont                                                 Raymond De Hont	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC By:  /s/ Herbert J. Lemmer                                                   Name:  HERBERT J. LEMMER          Title:   VICE PRESIDENT
Attest:  /s/ Gary J. Morgan                                           Name: Gary J. Morgan                                               Title:  _CFO _______________________________	Attest:  /s/ Susan Silber                                                 Name:  SUSAN SILBER                                             Title:   Assistant Secretary

1

EX-99.1

Exhibit 99.1

Date:	December 17, 2009
For Release	Immediate
Contact:	Investor Contact:
	Gary J. Morgan,	Joseph Hassett, VP
	Senior Vice President of Finance, CFO	Gregory FCA Communications
	215-723-6751	610-228-2110

Met-Pro Corporation Extends Expiring Shareholders’ Rights Plan

Harleysville, PA, December 17, 2009 – Raymond J. De Hont, Chairman and Chief Executive Officer of Met-Pro Corporation (NYSE:MPR), announced today that at their December 11, 2009 meeting, the Company’s Board of Directors approved an amendment to the Company’s January 6, 2000 Shareholders’ Rights Plan. The amendment extends the expiration date of the Plan until January 14, 2020, unless redeemed earlier by the Company as provided for in the Plan, and sets the purchase price at fifty-seven dollars.

“The Board of Directors has approved this amendment to continue to ensure that the Company’s shareholders receive fair and equal treatment in the event of any proposed takeover or other tactics intended to gain control of the Company without paying all shareholders a fair price,” stated De Hont. “The Plan rights, which are intended to enable all shareholders to realize the long-term value of their investment in the Company, will not prevent a takeover, but are intended to encourage anyone seeking to acquire the Company to negotiate in good faith with the Company’s Board of Directors.”

About Met-Pro

Met-Pro Corporation, with headquarters at 160 Cassell Road, Harleysville, Pennsylvania, was recently recognized as one of “America’s Fastest Growing Small Companies” by Fortune Small Business magazine. In 2008, the Company was also named one of America’s “200 Best Small Companies” by Forbes magazine for the third year in a row. Through its business units in the United States, Canada, Europe and The People's Republic of China, a wide range of products and services is offered for industrial, commercial, municipal and residential markets worldwide. These include product recovery and pollution control technologies for purification of air and liquids; fluid handling technologies for corrosive, abrasive and high temperature liquids; Mefiag filtration technologies for harsh, corrosive liquid filtration applications; and filtration and purification technologies which include proprietary water treatment chemicals and filter products for air and liquid filtration. For more information, please visit www.met-pro.com.

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this news release, and other materials filed or to be filed with the Securities and Exchange Commission (as well as information included in oral or other written statements made or to be made by the Company), contain statements that are forward-looking. Such statements may relate to plans for future expansion, business development activities, capital spending, financing, the effects of regulation and competition, or anticipated sales or earnings results. Such information involves risks and uncertainties that could significantly affect results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, those relating to, the cancellation or delay of purchase orders and shipments, product development activities, goodwill impairment, computer systems implementation, dependence on existing management, the continuation of effective cost and quality control measures, retention of customers, global economic and market conditions, and changes in federal or state laws.

Met-Pro common shares are traded on the New York Stock Exchange, symbol MPR.

To obtain an Annual Report or additional information on the Company, please call 215-723-6751 and ask for the Investor Relations Department, or visit the Company’s website at www.met-pro.com.