**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

**FORM 10-K/A**

| X                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                 | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                 | For the fiscal year ended January 31, 2008                                               |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                 |                                                                                     |   |
| **OR**                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                 | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**         |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                 | **ACT OF 1934**                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                 | For the transition period from                                                           |   | to |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                 |                                                                                     |   |
| **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 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                      |                                                                                          |  |  |  |  |  |  |  |  |  |  |

 

 

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