- Amended Annual Report (10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2008

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from

Commission File No. 0-18370

MFRI, INC.

(Exact name of registrant as specified in its charter)

Delaware

36-3922969

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

7720 N. Lehigh Avenue

Niles, Illinois

60714

(Address of principal executive offices)

(Zip Code)

(847) 966-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 per share

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes / / No / x /

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes / / No / x /

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes / x / No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this FORM 10-K or any amendment to this FORM 10-K. / /

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer / / Accelerated filer / x / Non-accelerated filer / / Smaller reporting company / /

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of The Exchange Act)

Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (the exclusion of the market value of the shares owned by any person shall not be deemed an admission by the registrant that such person is an affiliate of the registrant) was approximately $154,359,857 based on the closing sale price of $27.71 per share as reported on the NASDAQ National Market on July 31, 2007.

The number of shares of the registrant’s common stock outstanding at April 10, 2008 was 6,787,320.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following document of the registrant are incorporated herein by reference:

Document

Part of FORM 10-K

Proxy Statement for the 2008 annual meeting of stockholders.

III

EXPLANATORY NOTE This amendment is being filed to insert language inadvertently omitted from certifications by its principal executive officer and principal financial officer at exhibits 31.1 and 31.2 respectively. Such certifications had inadvertently omitted the following language required by Item 601(b)(31) of Regulation S-K:

1. The introductory language in paragraph 4 omitted the reference to internal control over financial reporting and

2. Paragraph 4(d) omitted the required phrase “(the registrant’s fourth fiscal quarter in the case of an annual report).”

This amendment consists only of the cover page, this explanatory note, the signature page, and paragraphs 1, 2, 4, and 5 of the certifications at exhibits 31.1 and 31.2.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MFRI, INC.

Date:	January 20, 2009	/s/ David Unger
		David Unger
		Chairman of the Board of Directors, and
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

DAVID UNGER*		Director, Chairman of the Board of Directors, and Chief Executive Officer (Principal Executive Officer)	) ) )
			)
HENRY M. MAUTNER*		Director	)
			)
BRADLEY E. MAUTNER*		Director and President	)
			)
MICHAEL D. BENNETT*		Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)	) )	April 10, 2008
			)
ARNOLD F. BROOKSTONE*		Director	)
			)
EUGENE MILLER*		Director	)
			)
STEPHEN B. SCHWARTZ*		Director	)
			)
DENNIS KESSLER*		Director	)




*By:	/s/ David Unger	Individually and as Attorney in Fact
	David Unger