MPR 2005 Equity Incentive Plan

PENNSYLVANIA (State or Other Jurisdiction of Incorporation or Organization)		23-1683282 (I.R.S. Employer Identification No.)

	160 Cassell Road, P.O. Box 144 Harleysville, Pennsylvania 19438 (215) 723-6751
(Address of Registrant’s Principal Executive Offices)

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Common Shares, $0.10 par value	500,000 shares (2)	$ 14.58	$ 7,290,000.00	$ 858.03

(1)

Estimated in accordance with Rule 457(h) under the Securities Acts of 1933, as amended (the “Securities Act”), solely for purposes of calculating the registration fee based upon the average of the high and low sales prices of the Common Shares as reported on the New York Stock Exchange on June 8, 2005.

(2)	There are also being registered an indeterminate number of additional Common Shares as may be required by the anti-dilution provisions of the 2005 Equity Incentive Plan.

(1)	Our Annual Report on Form 10-K for our year ended January 31, 2005;

(2)	The Definitive Proxy Statement for our 2005 Annual Meeting of Shareholders;

(3)	Our Quarterly Report on Form 10-Q for the quarter ended April 30, 2005;

(4)	The description of the Company’s Common Stock contained in our Registration Statement on Form 8-A that we filed with the SEC on June 12, 1998 including all amendments and reports updating such description;

(5)	The description of the Company’s Rights to purchase Common Stock contained in our Registration Statement on Form 8-A that we filed with the SEC on January 7, 2000; and

(6)	All other reports that we have filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, as amended (the “Exchange Act”) since January 31, 2005.

In addition, we hereby incorporate by reference into this registration statement all documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold. Each document that is so incorporated by reference shall be deemed to be a part of this registration statement from the date of the filing of each document with the SEC.

Fox Rothschild LLP, Philadelphia, PA, will pass upon the validity of the Common Shares of the Company offered by this Registration Statement. Partners of Fox Rothschild LLP beneficially own an aggregate of 9,230 Common Shares of the Company and hold an aggregate of 46,203 presently exercisable Common Share purchase options.

Sections 1741 through 1750 of Subchapter D, Chapter 17, of the Pennsylvania Business Corporation Law of 1988, as amended, contain provisions for mandatory and discretionary indemnification of a corporation's directors, officers and other personnel and related matters.

Under Section 1741, subject to certain limitations, a corporation has the power to indemnify directors and officers under certain prescribed circumstances against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with an action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his or her being a representative, director or officer of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 1742 provides for indemnification in derivative actions except in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the corporation unless and only to the extent that the proper court determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. Section 1744 provides that, unless ordered by a court, any indemnification under Section 1741 or 1742 will be made by the corporation only as authorized in the specific case upon a determination that the representative met the applicable standard of conduct, and such determination will be made by the board of directors (i) by a majority vote of a quorum of directors not parties to the action or proceeding; (ii) if a quorum is not obtainable, or if obtainable and a majority of disinterested directors so directs, by independent legal counsel, or (iii) by the shareholders.

Under Section 1743, indemnification is mandatory to the extent that the officer or director has been successful on the merits or otherwise in defense of any action or proceeding under Section 1741 or Section 1742 if the appropriate standards of conduct are met.

Section 1745 provides that expenses (including attorney's fees) incurred by an officer, director, employee or agent in defending a civil or criminal action or proceeding may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it will ultimately be determined that he or she is not entitled to be indemnified by the corporation.

Section 1746 provides generally that, except in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, the indemnification and advancement of expenses provided by Subchapter 17D of the BCL will not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office.

Section 1747 grants to a corporation the power to purchase and maintain insurance on behalf of any director or officer against any liability incurred by him or her in his or her capacity as officer or director, whether or not the corporation would have the power to indemnify him or her against that liability under Subchapter 17D of the BCL. Sections 1748 and 1749 extend the indemnification and advancement of expenses provisions contained in Subchapter 17D of the BCL to successor corporations in fundamental changes and to representatives serving as fiduciaries of employee benefit plans.

Section 1750 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, will, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and will inure to the benefit of the heirs and personal representative of such person.

Our bylaws provide for indemnification of all officers and directors against liabilities or expenses incurred in connection with any action, suit or proceeding if the director or officer acted in good faith and in a manner he reasonably believed to be in, or not opposed to, our best interest and, with respect to criminal proceedings, had no reasonable cause to believe his conduct was unlawful, unless a court determines that the officer’s or director’s actions or omissions constituted willful misconduct or recklessness, or with regard to derivative actions, unless the action, suit or proceeding involves liability by the directors or officers to us and no court determines that such director or officer is entitled to indemnification. Our bylaws also provide that expenses incurred by a director or officer in defending any such action may be advanced by us if the director or officer undertakes to repay such amount if it is determined that he is not entitled to indemnification.

*Exhibit Number*	*Description*

2.1	Agreement and Plan of Merger dated July 31, 2003 by and between Met-Pro Corporation, a Delaware corporation and Met-Pro Pennsylvania, Inc., a Pennsylvania corporation. Incorporated by reference to our Current Report on Form 8-K filed on August 6, 2003.

3.1	Articles of Incorporation of Met-Pro Corporation, a Pennsylvania corporation formerly known as Met-Pro Pennsylvania, Inc. Incorporated by reference to our Current Report of Form 8-K filed on August 6, 2003.

3.2	By-Laws of Met-Pro Corporation, a Pennsylvania corporation formerly known as Met-Pro Pennsylvania, Inc. Incorporated by reference to our Current Report on Form 8-K filed on August 6, 2003.

4.1	Shareholders’ Rights Plan. Incorporated by reference to our Current Report on Form 8-K filed on January 6, 2000.

4.2	2005 Equity Incentive Plan. Incorporated by reference to Appendix C to the Definitive Proxy Statement filed with the SEC on May 14, 2005 for the 2005 Annual Meeting of Shareholders.

* 5.1	Opinion of Fox Rothschild LLP

*23.1	Consent of Margolis & Company P.C.

*23.2	Consent of Fox Rothschild LLP (included as part of Exhibit 5.1 to this Registration Statement)

24.1	Power of Attorney (filed with signature pages to this Registration Statement)
*Filed herewith.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

Provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act f 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b) We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of ours in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person, in connection with the securities being registered in this registration statement, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, Met-Pro Corporation hereby certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Harleysville, Commonwealth of Pennsylvania, on the 8^th day of June, 2005.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Raymond J. De Hont and Gary J. Morgan, and each of them individually, his true and lawful attorney-in-fact and agent for him and is his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done to and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ Raymond J. De Hont Raymond J. De Hont	Chairman, Chief Executive Officer and President [Principal Executive Officer]	June 8, 2005

/s/ Gary J. Morgan Gary J. Morgan	Vice President - Finance Secretary, Treasurer and Director [Principal Financial and Principal Accounting Officer]	June 8, 2005

/s/ Nicholas DeBenedictis Nicholas DeBenedictis	Director	June 8, 2005

/s/ George H. Glatfelter George H. Glatfelter	Director	June 8, 2005

/s/ William L. Kacin William L. Kacin	Director	June 8, 2005

/s/ Alan Lawley Alan Lawley	Director	June 8, 2005

/s/ Michael J. Morris Michael J. Morris	Director	June 8, 2005

/s/ Constantine N. Papadakis Constantine N. Papadakis	Director	June 8, 2005

*Exhibit Number*	*Description*

2.1	Agreement and Plan of Merger dated July 31, 2003 by and between Met-Pro Corporation, a Delaware corporation and Met-Pro Pennsylvania, Inc., a Pennsylvania corporation. Incorporated by reference to our Current Report on Form 8-K filed on August 6, 2003.

3.1	Articles of Incorporation of Met-Pro Corporation, a Pennsylvania corporation formerly known as Met-Pro Pennsylvania, Inc. Incorporated by reference to our Current Report of Form 8-K filed on August 6, 2003.

3.2	By-Laws of Met-Pro Corporation, a Pennsylvania corporation formerly known as Met-Pro Pennsylvania, Inc. Incorporated by reference to our Current Report on Form 8-K filed on August 6, 2003.

4.1	Shareholders’ Rights Plan. Incorporated by reference to our Current Report on Form 8-K filed on January 6, 2000.

4.2	2005 Equity Incentive Plan. Incorporated by reference to Appendix C to the Definitive Proxy Statement filed with the SEC on May 14, 2005 for the 2005 Annual Meeting of Shareholders.

* 5.1	Opinion of Fox Rothschild LLP

*23.1	Consent of Margolis & Company P.C.

*23.2	Consent of Fox Rothschild LLP (included as part of Exhibit 5.1 to this Registration Statement)

24.1	Power of Attorney (filed with signature pages to this Registration Statement)
*Filed herewith.

	MET-PRO CORPORATION

By:	/s/ Raymond J. De Hont
	Raymond J. De Hont, Chairman, Chief Executive Officer and President