Cautionary Statement Concerning Forward-Looking Statements:

Our prospects are subject to certain uncertainties and risk. In addition to the other information set forth in this report, you should carefully consider the factors which could materially affect our business, financial condition, financial results or future performance, as discussed in Part I, "Item 1A. Risk Factors" and Part II, "Item 7. Forward-Looking Statements; Factors That May Affect Future Results" in our Annual Report on Form 10-K/A for the fiscal year ended January 31, 2012. 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, other one-time events, other important factors disclosed previously and from time to time in the Company's other filings with the Securities and Exchange Commission.

Introduction:

The following discussion and analysis should be read in conjunction with Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q, in addition to Item 8 "Financial Statements and Supplementary Data" in the Company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2012.

Results of Operations:

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

                                                Nine Months Ended          Three Months Ended
                                                   October 31,                 October 31,
                                               2012          2011          2012          2011

Net sales                                     100.0 %       100.0 %       100.0 %       100.0 %
Cost of goods sold                             65.9 %        64.4 %        64.2 %        63.0 %
Gross profit                                   34.1 %        35.6 %        35.8 %        37.0 %

Selling expenses                               11.1 %        12.2 %        10.3 %        11.7 %
General and administrative expenses            12.9 %        13.2 %        11.2 %        13.4 %
Total selling, general and administrative
expenses                                       24.0 %        25.4 %        21.5 %        25.1 %

Income from operations                         10.1 %        10.2 %        14.3 %        11.9 %

Interest expense                               (0.1 % )      (0.2 % )      (0.1 % )      (0.2 % )
Other income                                    0.1 %         0.5 %         0.0 %         0.8 %
Income before taxes                            10.1 %        10.5 %        14.2 %        12.5 %

Provision for taxes                             3.3 %         3.6 %         4.8 %         4.2 %
Net income                                      6.8 %         6.9 %         9.4 %         8.3 %

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations continued:

Nine Months Ended October 31, 2012 vs. Nine Months Ended October 31, 2011:

Net sales for the nine-month period ended October 31, 2012 were $82,965,659 compared with $71,764,377 for the nine-month period ended October 31, 2011, an increase of $11,201,282 or 15.6%.

Sales in the Product Recovery/Pollution Control Technologies reporting segment were $37,298,932 or $7,447,766 higher than the $29,851,166 of sales for the nine-month period ended October 31, 2011, an increase of 24.9%. The sales increase in the Product Recovery/Pollution Control Technologies reporting segment was driven by higher sales in both the Met-Pro Environmental Air Solutions and Strobic Air business units, with the Met-Pro Environmental Air Solutions business unit contributing a higher percentage of the overall sales increase of the reporting segment, in part due to sales of the Bio-Reaction product line which was acquired in October 2010.

Sales in the Fluid Handling Technologies reporting segment totaled $28,349,511, or $4,042,359 higher than the $24,307,152 of sales for the nine-month period ended October 31, 2011, an increase of 16.6%. Sales in the Fluid Handling Technologies reporting segment were higher as compared with the same period last year due to higher sales for all the product brands within this reporting segment.

Sales in the Mefiag Filtration Technologies reporting segment were $9,412,344, or $218,581 lower than the $9,630,925 of sales for the nine-month period ended October 31, 2011, a decrease of 2.3%. The sales decline in the Mefiag Filtration Technologies reporting segment was primarily attributable to a decrease in sales in our European operation, which was partially offset by a sales increase in our North America operation, compared with the same period last year.

Sales in the Filtration/Purification Technologies segment were $7,904,872, or $70,262 lower than the $7,975,134 of sales for the nine-month period ended October 31, 2011, a decrease of 0.9%. Sales in the Keystone Filter and Pristine Water Solutions business units were both essentially flat compared with the same period last year.

The Company's backlog of orders totaled $28,564,256 and $28,641,981 as of October 31, 2012 and 2011, respectively. The rate of the Company's bookings of new orders varies from period to period. Orders have varying delivery schedules, and as of any particular date, the Company's backlog may not be predictive of actual revenues for any succeeding specific period, in part due to potential customer requested delays in delivery, the extent and duration of which may vary widely from period to period. Additionally, the Company's customers typically have the right to cancel a given order, although the Company has historically experienced a very low rate of cancellation. The Company expects a majority of the backlog that existed as of October 31, 2012 will be shipped during the current fiscal year.

The gross profit margin for the nine-month period ended October 31, 2012 was 34.1% compared with 35.6% for the nine-month period ended October 31, 2011. The primary factor for this decrease was the lower gross profit margin in the Product Recovery/Pollution Control Technologies reporting segment, which substantially offset the higher gross profit margin in the Fluid Handling Technologies reporting segment, as compared with the same period last year.

Income from operations for the nine-month period ended October 31, 2012 was $8,416,744 compared with $7,308,681 for the nine-month period ended October 31, 2011, an increase of $1,108,063 or 15.2%.

Income from operations in the Product Recovery/Pollution Control Technologies reporting segment was $21,586, or $513,400 lower than the $534,986 for the nine-month period ended October 31, 2011, a decrease of 96.0%. As previously disclosed in the three-months ended July 31, 2012, the decrease in income from operations in this reporting segment was primarily related to three large contracts in the Met-Pro Environmental Air Solutions business unit which were at an aggregate negative gross profit margin, and higher general and administrative expense. These adverse factors from the three-months ended July 31, 2012, more than offset the higher gross profit margins in the Strobic Air business unit and Bio-reaction product line for the nine-month period ended October 31, 2012, compared with the same period last year.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations continued:

Income from operations in the Fluid Handling Technologies reporting segment totaled $7,864,387, or $1,974,310 higher than the $5,890,077 for the nine-month period ended October 31, 2011, an increase of 33.5%. The increase in income from operations in the Fluid Handling Technologies reporting segment was principally related to increased sales, as well as higher gross profit margins, within this reporting segment.

Income from operations in the Mefiag Filtration Technologies reporting segment totaled $419,338, or $98,234 lower than the income of $517,572 for the nine-month period ended October 31, 2011, a decrease of 19.0%. The decrease in income from operations in the Mefiag Filtration Technologies reporting segment resulted from a 2.3% decrease in sales, and lower gross profit margins.

Income from operations in the Filtration/Purification Technologies segment was $111,433 or $254,613 lower than the $366,046 for the nine-month period ended October 31, 2011, a decrease of 69.6%. The decrease in income from operations was related to decreased sales and lower gross margins in the Pristine Water Solutions business unit, which more than offset the higher gross margin in the Keystone Filter business unit.

Net income for the nine-month period ended October 31, 2012 was $5,669,432 compared with $4,984,627 for the nine-month period ended October 31, 2011, an increase of $684,805 or 13.7%.

Selling expense was $9,160,574 for the nine-month period ended October 31, 2012 compared with $8,784,207 for the same period last year, an increase of $376,367. The increase in selling expense was primarily due to increased advertising as well as higher commissions. Selling expense as a percentage of net sales was 11.1% for the nine-month period ended October 31, 2012 compared with 12.2% for the same period last year.

General and administrative expense was $10,735,827 for the nine-month period ended October 31, 2012 compared with $9,437,146 for the same period last year, an increase of $1,298,681. This increase was due primarily to: (i) higher healthcare and pension expenses incurred in the nine-month period ended October 31, 2012 compared with the same period last year and (ii) costs of approximately $695,000 related to separation expenses, which included salary continuation, stock option modification and transition expenses, associated with the Company's change in its Chief Financial Officer, which was recorded in the three-months ended April 30, 2012. The Company incurred $300,000 of severance expense in the Product Recovery/Pollution Control Technologies reporting segment during the six months ended July 31, 2011. General and administrative expense as a percentage of net sales was 12.9% for the nine-month period ended October 31, 2012, compared with 13.2% for the same period last year.

Interest expense was $125,868 for the nine-month period ended October 31, 2012, compared with $145,862 for the same period in the prior year, a decrease of $19,994. This decrease was due principally to the reduction of debt in the current year period.

Other income was $115,782 for the nine-month period ended October 31, 2012 compared with $389,647 for the same period last year, a decrease of $273,865. The decrease in other income is primarily related to a reduction in foreign currency exchange gains compared with the same period last year.

The effective tax rates for the nine-month period ended October 31, 2012 and 2011 were 32.6% and 34.0%, respectively. The reduction in the effective rate on a year-over-year basis was primarily the result of a one-time benefit recorded in the three-months ended April 30, 2012 that was attributable to deductible stock compensation expense resulting from a change in the status of outstanding stock options. An analysis of the current tax position led the Company to continue using a 34.0% rate for fiscal year 2013, before the aforementioned benefit. The Company will continue to analyze its tax position in future quarters, and could increase or decrease the effective tax rate, depending upon the analysis at that time.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations continued:

Three Months Ended October 31, 2012 vs. Three Months Ended October 31, 2011:

Net sales for the three-month period ended October 31, 2012 were $29,761,356 compared with $25,245,131 for the three-month period ended October 31, 2011, an increase of $4,516,225 or 17.9%.

Sales in the Product Recovery/Pollution Control Technologies reporting segment were $13,604,696 compared with $11,893,296 for the three-month period ended October 31, 2011, an increase of $1,711,400 or 14.4%. The sales increase in the Product Recovery/Pollution Control Technologies reporting segment was driven by higher sales in both the Met-Pro Environmental Air Solutions and Strobic Air business units, with the Met-Pro Environmental Air Solutions business unit contributing a higher percentage of the overall sales increase of the reporting segment, in part due to sales of the Bio-Reaction product line which was acquired in October 2010.

Sales in the Fluid Handling Technologies reporting segment were $10,634,005 compared with $7,346,897 for the three-month period ended October 31, 2011, an increase of $3,287,108 or 44.7%. The sales increase in the Fluid Handling Technologies reporting segment was due to an increase in demand for most product brands within this reporting segment.

Sales in the Mefiag Filtration Technologies reporting segment were $3,037,013 or $249,611 lower than the $3,286,624 of sales for the three-month period ended October 31, 2011, a decrease of 7.6%. The sales decline in the Mefiag Filtration Technologies reporting segment was primarily attributable to a decrease in sales in our European operations which was partially offset by a sales increase in our North America operation, compared with the same period last year.

Sales in the Filtration/Purification Technologies segment were $2,485,642, or $232,672 lower than the $2,718,314 of sales for the three-month period ended October 31, 2011, a decrease of 8.6%. This decrease was due to lower demand in the Keystone Filter and Pristine Water product lines, compared with the same period last year.

The gross profit margin for the three-month period ended October 31, 2012 was 35.8% versus 37.0% for the three-month period ended October 31, 2011. The primary factor for this decrease was the lower gross profit margin in the Product Recovery/Pollution Control Technologies reporting segment, which substantially offset the higher gross profit margin in the Fluid Handling Technologies reporting segment, as compared with the same period last year.

Income from operations for the three-month period ended October 31, 2012 was $4,249,747 compared with $3,003,212 for the three-month period ended October 31, 2011, an increase of $1,246,535 or 41.5%.

Income from operations in the Product Recovery/Pollution Control Technologies reporting segment was $933,815, or $130,499 lower than the $1,064,314 for the three-month period ended October 31, 2011, a decrease of 12.3%. The decrease in income from operations in the Product Recovery/Pollution Control Technologies reporting segment was due to lower gross profit margins in the Met-Pro Environmental Air Solutions business unit compared with the same period last year.

Income from operations in the Fluid Handling Technologies reporting segment totaled $3,116,729, or $1,369,051 higher than the $1,747,678 for the three-month period ended October 31, 2011, an increase of 78.3%. The increase in income from operations in the Fluid Handling Technologies reporting segment was primarily related to the increase in sales and higher gross profit margins within this reporting segment.

Income from operations in the Mefiag Filtration Technologies reporting segment totaled $123,525, or $3,497 lower than the $127,022 for the three-month period ended October 31, 2011, a decrease of 2.8%. The decrease in income from operations in the Mefiag Filtration Technologies reporting segment resulted from a 7.6% decrease in sales, and lower gross profit margins.

Income from operations in the Filtration/Purification Technologies segment was $75,678 or $11,480 higher than the $64,198 for the three-month period ended October 31, 2011, an increase of 17.9%. The increase in income from operations is primarily attributable to lower general and administrative expense compared with the same period last year.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations continued:

Net income for the three-month period ended October 31, 2012 was $2,790,735 compared with $2,081,886 for the three-month period ended October 31, 2011, an increase of $708,849 or 34.0%.

Selling expense was $3,071,621 for the three-month period ended October 31, 2012, an increase of $127,602 compared with the same period last year. The increase in selling expense was primarily due to increased advertising as well as higher commissions. As a percentage of net sales, selling expenses were 10.3% for the three-month period ended October 31, 2012 compared with 11.7% for the three-month period ended October 31, 2011.

General and administrative expense was $3,343,147 for the three-month period ended October 31, 2012, essentially flat when compared with $3,387,617 for the same period last year. General and administrative expense as a percentage of net sales was 11.2% for the three-month period ended October 31, 2012, compared with 13.4% of net sales for the same period last year.

Interest expense was $41,470 for the three-month period ended October 31, 2012 compared with $47,153 for the same period in the prior year, a decrease of $5,683.

Other income was $20,110 for the three-month period ended October 31, 2012 compared with $198,317 for the same period in the prior year, a decrease of $178,207. The decrease in other income is primarily related to a reduction in foreign currency exchange gains compared with the same period last year.

The effective tax rates for both the three-month periods ended October 31, 2012 and 2011 were 34.0%. An analysis of the current tax position led the Company to continue using 34.0% as its effective tax rate for the third quarter of the fiscal year 2013. The Company will continue to analyze its tax position in future quarters, and could increase or decrease the effective tax rate depending upon analysis at that time.

Liquidity and Capital Resources:

The Company's principal sources of liquidity are cash flows from operations, borrowings under existing lines of credit and access to credit markets. The Company's principal uses of cash are operating expenses, capital expenditures, working capital requirements, dividends and debt service. Management expects that the Company's current cash and cash equivalent balances, cash generated from operations and unused borrowing capacity will be sufficient to support the Company's planned operating and capital requirements for the foreseeable future and at least the next twelve months.

The Company's cash and cash equivalents were $31,842,244 on October 31, 2012 compared with $34,581,394 on January 31, 2012, a decrease of $2,739,150. The decrease in the Company's cash and cash equivalents is primarily the net result of quarterly cash dividend payments of $3,128,334, investment in property and equipment of $1,016,028 and payments on debt totaling $766,686, offset partially by net cash provided by operating activities amounting to $1,712,753. The Company's cash flows from operating activities are also 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 balances.

Cash flows provided by operating activities during the nine-month period ended October 31, 2012 amounted to $1,712,753 compared with $5,490,824 in the nine-month period ended October 31, 2011, a decrease of $3,778,071. The decrease in cash flows from operating activities, as compared with the same period last year, was due principally to the following: (i) a decrease in customers' advances of $2,045,097 compared with an increase in customers' advances of $2,451,901 for the same period last year, or a period-to-period cash outflow of $4,496,998, and (ii) an increase in accounts receivable of $3,272,233 compared with an increase in accounts receivable of $839,188 for the same period last year, or a period-to-period cash outflow of $2,433,045. These cash outflows were partially offset by the following: (i) an decrease in accrued pension retirement benefits of $1,310,290 compared with a decrease in accrued pension benefits of $2,747,053 for the same period last year, or a period-to-period cash inflow of $1,436,763, (ii) an increase in inventories of $1,063,228 compared with an increase in inventories of $2,138,267, or a period-to-period cash inflow of $1,075,039 and (iii) net income increasing $684,805 from the same period last year.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations continued:

Cash flows used in investing activities during the nine-month period ended October 31, 2012 amounted to $779,696 compared with cash flows used in investing activities of $2,116,397 for the nine-month period ended October 31, 2011, a decrease of $1,336,701. The decrease in cash flows used in investing activities is principally due to the following: (i) the proceeds from maturities of investments of $1,258,598 compared with proceeds from maturities of investments of $497,155 for the same period last year, or a period-to-period cash inflow of $761,443 and (ii) purchases of property and equipment of $1,016,028 compared with purchases of property and equipment of $1,636,866 for the same period last year, or a period-to-period cash inflow of $620,838.

Financing activities during the nine-month period ended October 31, 2012 utilized $3,672,242 of available resources, compared with $3,101,116 utilized during the nine-month period ended October 31, 2011. The increase in cash utilized amounting to $571,126 is principally due to the decrease in proceeds received from the Company's Mefiag B.V. subsidiary's line of credit and increases in payments of dividends and debt payments, compared with the same period last year.

The Company and its subsidiaries also have access to $4,388,740 of uncommitted, unsecured domestic and foreign lines of credit, subject to terms thereof, of which $600,596 has been committed for standby letters of credit as of October 31, 2012. The existing domestic credit agreements include two financial covenants: a liability/tangible net worth ratio and a fixed charge coverage ratio. At October 31, 2012 the Company was in compliance with both financial covenants.

The Board of Directors declared quarterly dividends of $0.071 per share payable on March 16, 2012, June 15, 2012 and September 14, 2012 to shareholders of record at the close of business on March 2, 2012, June 1, 2012 and August 31, 2012, respectively. On October 23, 2012 the Board of Directors declared and increased the quarterly dividend by 2.1%, to $0.0725 per share, payable on December 17, 2012 to shareholders of record at the close of business on December 3, 2012.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations continued:

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 U.S. GAAP. 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:

Revenue Recognition:

The Company recognizes a majority of its 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 collectability is reasonably assured. Revenue from contracts related to the Company's subsidiary Bio-Reaction Industries Inc., representing the minority of revenues, are recognized on the percentage of completion method, measured by the percentage of contract costs incurred to date, compared with the estimated total contract costs for each contract. This method is used because management considers contract costs to be the best available measure of progress on these contracts related to Bio-Reaction Industries Inc.

Depreciation and Amortization:

Property, plant and equipment, finite lived intangible assets and certain other long-lived assets are depreciated or amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue. Property, plant and equipment, as well as intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill:

The Company assesses the qualitative and quantitative factors which could affect the fair value of goodwill carried in its reporting units on an annual basis or more frequently when an indicator of impairment exists. Quantitative impairment testing involves significant judgment in estimating projections of fair value generated through future performance of each of the reporting units, which comprise our operating segments. In calculating the fair value of the reporting units using the present value of estimated future cash flows method, we rely on a number of assumptions including sales and related gross margin projections, operating margins, anticipated working capital requirements and market rate of returns used in discounting projected cash flows. These assumptions are based upon market and industry forecasts, our business plans and historical data. Inherent uncertainties exist in determining and applying such factors. The discount rate used in the projection of fair value represents a weighted average cost of capital available to the Company.

During the fiscal year ended January 31, 2012, we performed a . . .