- Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 FORM 10-Q/A

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

For the quarterly period ended

October 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 number

0-18370

MFRI, INC.

(Exact name of registrant as specified in its charter)

Delaware

36-3922969

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

7720 Lehigh Avenue

Niles, Illinois

60714

(Address of principal executive offices)

(Zip Code)

(847) 966-1000

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer

[]

Accelerated filer

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

On December 4, 2008, there were 6,798,970 shares of the registrant's common stock outstanding.

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:

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

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.

Pursuant to the requirements 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 21, 2009	/s/ David Unger
		David Unger
		Chairman of the Board of Directors, and
		Chief Executive Officer
		(Principal Executive Officer)


Date:	January 21, 2009	/s/ Michael D. Bennett
		Michael D. Bennett
		Vice President, Secretary and Treasurer
		(Principal Financial and Accounting Officer)