8-K

UNITES STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported):   December 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 5.02(e). Compensatory Arrangements of Certain Officers.

On December 11, 2009 the Board of Directors of Met-Pro Corporation approved and adopted the Third (Good Faith) Amendment to the Met-Pro Corporation Retirement Savings Plan.  A copy of the Third Amendment to the Retirement Savings Plan is filed as an exhibit hereto.

SIGNATURE

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

      Date:  January 19, 2010

MET-PRO CORPORATION

By: /s/ Raymond J. De Hont

Raymond J. De Hont,

President and Chief Executive Officer

Exhibit Index

Exhibit	Description
(10)(bc)	Third (Good Faith) Amendment to the Met-Pro Corporation Retirement Savings Plan

EX-10.BC

Exhibit (10)(bc)

THIRD (GOOD FAITH) AMENDMENT TO THE

MET-PRO CORPORATION RETIREMENT SAVINGS PLAN

This Third (Good Faith) Amendment to the Met-Pro Corporation Retirement Savings Plan (the “Plan”) is made by Met-Pro Corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company established the Plan for its eligible employees effective as of January 1, 1999, and amended and restated as of January 1, 2007;

WHEREAS, the Company reserved the right in Section 13.01 of the Plan to amend the Plan at any time; and

WHEREAS, the Company wishes to amend the Plan to incorporate changes required by the Pension Protection Act of 2006.

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

1.         Effective January 1, 2009, Section 4.01(b) is amended by adding the following to the end thereof:

Effective for Plan Years beginning on and after January 1, 2009, gap period income (i.e., income between the end of the plan year and the date of distribution) is no longer paid on excess contributions, however, gap period income is included with excess contributions for all prior Plan Years.

2.         Effective January 1, 2009, the last sentence of Section 4.05(d) is rewritten as follows:

Gap period income (i.e., income between the end of the Plan Years and the date of distribution) is not paid on any such excess contributions.

3.         Effective January 1, 2008, Section 8.07(a)(2) of the Plan is amended to add the following language to the end thereof:

Effective for distributions made after December 31, 2007, an “Eligible Retirement Plan” shall also mean an Roth individual retirement account described in Section 408A of the Code to the extent that the applicable requirements of Code Section 408A are satisfied with respect to any direct rollover to such Roth individual retirement account.

4.         Effective January 1, 2007, Section 8.07(a)(3) of the Plan is amended by adding the following to the end thereof:

Any after-tax employee contributions may be rolled over not only to a defined contribution plan, but also to any qualified plan that agrees to separately account for them, and to a 403(b) plan that agrees to separately account for them.

5.         Effective January 1, 2010, Section 8.07(d) is added to the Plan as follows:

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Nonspouse Beneficiary’s election under this Section, a Nonspouse Beneficiary may elect to have any portion of a Plan distribution (that is payable to such Nonspouse Beneficiary due to a Participant’s death) paid in a direct trustee-to-trustee transfer to an individual retirement account described in Code Section 408(a) or to an individual retirement annuity described in Section 408(b) (other than an endowment contract) that has been established for the purposes of receiving the distribution on behalf of such Nonspouse Beneficiary.  For these purposes, a “Nonspouse Beneficiary” is an individual who is a designated beneficiary (as defined by Section 401(a)(9)(E) of the Internal Revenue Code) of a Participant and who is not the surviving spouse of such Participant.

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

IN WITNESS WHEREOF, the Company has caused this Third (Good Faith) Amendment to be executed by its duly authorized officer this  11th   day of December       ,  2009 .

ATTEST:			Met-Pro Corporation
By	/s/ Amy Covely		By	/s/ Gary J. Morgan
Title:		HR Manager	Title:		V/P of Finance