UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-K/A (Amendment No. 1)





x
            ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended January 31,
2010





Commission
      File No. 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
      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:





Title
      of each class
            Name
      of each exchange on which registeredCommon
      Stock, $.01 per share
            The
      NASDAQ Stock Market, LLC





Securities registered pursuant to
Section 12(g) of the Act:None





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 whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes  ̈    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.      Yes x   No
 ̈





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  ̈    Non-accelerated
filer x    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  ̈    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 $33,201,258 based on the
closing sale price of $6.00 per share as reported on the NASDAQ Global Market on
July 31, 2009.





The
number of shares of the registrant’s common stock outstanding at April 8, 2010
was 6,836,433.





DOCUMENTS
      INCORPORATED BY REFERENCE





Portions
of the proxy statement for the 2009 Annual Meeting of Stockholders are
incorporated by reference into Part III.









EXPLANATORY
NOTE








This
amendment is being filed solely to correct a date error relating to the Period
covered in the submission header template for the Company’s Annual Report on
Form 10-K for the year ended January 31, 2010 which was filed on April 16, 2010
(the “Original Filing”).  The Period date should have been January 31,
2010 but was erroneously submitted as April 16, 2010.  Except for the
changes in the submission header made by this filing, the Company’s Annual
Report on Form 10-K for the year ended January 31, 2010 continues to speak as of
the date of the Original Filing and has not been changed or updated by this
filing.















PART
IV







Item
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





a.      List
of documents filed as part of this report:


(1)
            Financial
      Statements - Consolidated Financial Statements of the
    Company


Refer
      to Part II, Item 8 of this report.


(2)
            Financial
      Statement Schedules


Schedule
      II - Valuation and Qualifying
Accounts





b.
            Exhibits:
      The exhibits, as listed in the Exhibit Index included herein, are
      submitted as a separate section of this
report.





c.      The
response to this portion of Item 15 is submitted under 15a (2)
above.







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:
            June
      4, 2010
            /s/
      Michael D. BennettMichael
      D. BennettVice
      President, Secretary and Treasurer(Principal
      Financial and Accounting Officer)