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

(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).

(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