SecProbe.io

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January 24, 2006

Mr. Michael D. Bennett
Vice President, Secretary and Treasurer, MFRI, Inc.
7720 Lehigh Avenue
Niles, IL 60714

Re:	MFRI, Inc.
Form 10-K for the fiscal year ended January 31, 2005
      Form 10-Q for the period ended October 31, 2005
      File No. 1-32530

Dear Mr. Bennett:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Liquidity and Capital Resources, page 18
1. Your discussion of cash flows provided by operating activities
merely repeats information that a reader can readily obtain from
your
balance sheets and statements of cash flows.  Revise your
disclosures
to discuss the reasons for significant changes in operating assets
and
liabilities from period to period.  Refer to SEC Release 33-8350.

2. Your tabular disclosure of contractual obligations on page 19
does
not include all of your future obligations.  To increase the
transparency of cash flow, please include scheduled interest
payments
in your table.  To the extent that the interest rates are variable
and
unknown, you may use your judgment to determine whether or not to
include estimates of future variable rate interest payments in the
table or in a footnote to the table.  Regardless of whether you
decide
to include variable rate estimated interest payments in the table
or
in a footnote, you should provide appropriate disclosure with
respect
to your assumptions.  Refer to Item 303(a)(5) of Regulation S-K
and
Release 33-8182.
3. Your disclosure indicates that you are currently classifying
your
revolving credit agreement as long-term debt.  We note that your
loan
agreement provides that all payments by your customers are
deposited
in a bank account from which all funds may only be used to pay the
debt under the loan agreement.  Please explain to us the details
of
your 2005 refinancing which allow you to classify the balances
owed
under the revolving credit agreement as long-term based on EITF
95-22.

Item 9A-Controls and Procedures, page 24
4. We note that your Chief Executive Officer and Chief Financial
Officer concluded that as of January 31, 2005, disclosure controls
and
procedures "were not entirely effective as they relate to
inventory
for the Company`s subsidiary, Midwesco Filter."  Please revise to
address your officer`s conclusions regarding the disclosure
controls
and procedures of the entire company.

Note 2-Significant Accounting Policies-Revenue Recognition, page
32
5. We note that all subsidiaries of the Company, other than Perma-
Pipe, recognize revenues at the date of shipment.  We also note
that
your filtration products business provides certain services,
please
demonstrate to us and revise future filings to further clarify,
your
compliance with SAB 101 and 104.

Note 11-Business Segment and Geographical Information, page 44
6. We note your three reportable segments: filtration products,
piping
systems and industrial process cooling equipment.  It appears to
us
that you have aggregated various business units into these
reportable
segments.  Demonstrate to us that the operating segments you
aggregate
meet all of the aggregation criteria in paragraph 17 of SFAS 131,
including similar economic characteristics.  In addition, revise
future filings to provide product-line disclosures as required by
paragraph 37 of SFAS 131, or tell us why they are not required.
Please provide a reconciliation of your reportable segment`s
income
from operations to income before income taxes, extraordinary
items,
discontinued operations and the cumulative effect of changes in
accounting principles as required by paragraph 32b of SFAS 131.

10-Q for the period ended October 31, 2005

Item 4.  Controls and Procedures, page 14
7. We note that your Chief Executive Officer and Chief Financial
Officer concluded that the Company`s "disclosure controls and
procedures were effective in recording, processing, summarizing
and
reporting, on a timely basis, information required to be disclosed
in
the Company`s periodic SEC filings."  Revise to clarify, if true,
that
your officers concluded that your disclosure controls and
procedures
are also effective to ensure that information required to be
disclosed
in the reports that you file or submit under the Exchange Act is
accumulated and communicated to your management, including your
chief
executive officer and chief financial officer, to allow timely
decisions regarding required disclosure.  See Exchange Act Rule
13a-
15(e).  Alternatively, you may simply state that your disclosure
controls and procedures are effective or ineffective.
 	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please provide us with a supplemental response
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities and
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision..  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732 or to the
undersigned at (202) 551-3768.

Sincerely,

John Cash
Branch Chief
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Mr. Michael Bennett
MFRI, Inc.
January 24, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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