SecProbe.io

December 29, 2011
 Via facsimile

Mr. Michael D. Bennett VP, Chief Financial Officer, Secretary and Treasurer MFRI, Inc.
7720 N. Leigh Avenue
Niles, IL 60714
Re: MFRI, Inc.
 Form 10-K for the fiscal year ended January 31, 2011
Filed April 14, 2011 Definitive Proxy Statement on Schedule 14A Filed May 27, 2011 Forms 10-Q for the periods ended April 30, 2011, July 31, 2011 and October 31, 2011 Filed June 13, 2011, September 14, 2011 and December 12, 2011 File No. 1-32530

Dear Mr. Bennett:
 We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances, please tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.  Form 10-K for the period ended January 31, 2011

 Condensed Consolidated Statement of Cash Flows, page 30

 1. In future periodic filings please remove th e subtotal included unde r Financing Activities
as this presentation is not contemplated under ASC 230.  Please also refer to ASC Topic
230-10-45-7 for information pertaining  to gross and net cash flows.

Mr. Michael D. Bennett MFRI, Inc. December 29, 2011 Page 2

 Definitive Proxy Statement on Schedule 14A

 Compensation Plans for NEOs as of January 31, 2011

 2. We note your disclosures in this section re garding the incentive compensation of Mr.
Unger, Mr. Elgendy, and Mr. Maffei.  You includ ed similar disclosure  in your definitive
proxy statement filed May 29, 2008.  In our le tter dated December 23, 2008 we requested
that you disclose in future filings the per centages of (i) consolidated income before
income taxes and before corporate profit-ba sed incentive compensati on and (ii) business
unit income from operations befo re allocated corpor ate expenses that you must meet in
order for executives to earn their respective bonuses and di sclose what the actual amounts
were for the prior year. Please tell us this info rmation for the last fiscal year, with a view
toward future disclosure.  See Item 402(o)(5) of Regulation S-K.
 Related Parties

 3. In future filings, please fully comply with Item 404(a)(1) of Regulation S-K by providing
the name of the company and the two prin cipal stockholders who own the company to
which you provided services.

Forms 10-Q for the quarters ended April 30, 2011, July 31, 2011 and October 31, 2011

 Exhibits 31.1 and 31.2

 4. In future filings, please provide  the certifications exactly as  provided in Item 601(b)(31)
of Regulation S-K, including the entire in troductory paragraph 4 regarding disclosure
controls and procedures and
 internal control over financial reporting and the parenthetical
text in paragraph 4(d).
 Form 10-Q for the quarter ended October 31, 2011

 Financial Statements

 Note 3 – Income Taxes, page 5

 5. We note your disclosure which indicates you have repatriated fo reign earnings during
your most recent fiscal quarter.  In future filings, please expand your liquidity disclosures
to discuss the locations of your cash balances and also discuss the pot ential range of tax
consequences, should you continue  to repatriate additional cas h.  If further repatriations
are anticipated, please also discuss the ex tent and timing of such repatriations.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are

Mr. Michael D. Bennett MFRI, Inc. December 29, 2011 Page 3

 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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 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.

You may contact Mindy Hooker at  (202) 551-3732 or Kevin Ster tzel at (202) 551-3723 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Chambre Malone at ( 202) 551-3262, Craig Slivka at ( 202) 551-3729 or me at (202) 551-
3768 with any other questions.
Sincerely,
   /s/ John Cash

John Cash Branch Chief