February 13, 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 January
24,
2006 and have the following comment.  We ask that you respond by
February 28, 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 six and appreciate
the
additional information.  To the extent that you aggregate your
operating segments to form your reporting units, for each period
presented, please provide us with the historical revenues, gross
profits, gross profit margins, operating profits, and operating
profit
margins, along with any other information you believe would be
useful
for each of your operating segments to help us understand how
these
operating segments are economically similar.  Please also address
any
differences in the trends these financial indicators depict (e.g.
if
gross profit margin is decreasing for one component and increasing
for
another).


We would also like further clarification with respect to the types
of
products and customers of the operating segments in all three of
your
segments.  Although your response indicates that you believe the
products and customers are similar; it appears to us that the
operating segments produce different products and have different
customers.  In light of these factors, it is not clear to us how
and
why you have concluded that the operating segments in each of your
reportable segments have similar products and customers.  For
example,
in your Process Cooling Equipment segment, page 44 of your 10-K
indicates that the reporting segment produces different products,
including chillers, mold temperature controllers, cooling towers,
plant circulating systems and coolers for industrial process
applications, and your response indicates that you have different
customers, thermoplastics manufacturers, commercial printers and
several other types of manufacturers; therefore, it is not clear
to us
how and why you have concluded that the operating segments in your
Process Cooling Equipment segment have similar products and
customers.

	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.
February 13, 2006
Page 1


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

         DIVISION OF
CORPORATION FINANCE