SecProbe.io

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<FILENAME>filename1.txt
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March 21, 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
      File No. 1-32530

Dear Mr. Bennett:

      We have reviewed your response to our letter dated February
13,
2006 and have the following comment.  We ask that you respond by
April
4, 2006.

      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.

Note 11 - Business Segment and Geographical Information, page 44

1. We note your response to our prior comment and appreciate the
additional information you have provided.  Based on that
information,
it remains unclear to us how you have concluded that all three of
the
operating segments you aggregate in the Filtration Products
segment
meet all the aggregation criteria in paragraph 17 of SFAS 131 and
that
your aggregation of these segments is consistent with the
objective
and basic principles of SFAS 131.  For example, we note that the
gross
profit margins achieved in your Filtration Products segment ranged
from 16.3% to 25.3% and 13.9% to 25.3% for the years ended January
31,
2004 and January 31, 2003, respectively.  Additionally we note
that
the operating profit margins realized in your Filtration Products
segment ranged from 1.9% to 12.1% and negative 2.5% to 8.8% for
the
years ended January 31, 2004 and January 31, 2003, respectively.
Specifically we note that Midwestco Filter Resources, Inc. had
consistently lower gross profit and operating profit margins
during
each historical period you presented.  In light of these factors,
help
us understand how and why you have concluded that the three
operating
segments in your Filtration Products reporting segment have
similar
economic characteristics.

	Please 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 filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.

      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
      Accounting Branch Chief
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Mr. Michael Bennett
MFRI, Inc.
March 21, 2006
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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