SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D AMENDMENT

Under the Securities Exchange Act of 1934

(Amendment No.2)

MFRI INCORPORATED

(Name of Issuer)

COMMON STOCK

(Title of class of securities)

552721102

(CUSIP Number)

STRATEGIC VALUE PARTNERS

CARL W. DINGER III

PO BOX 897

BERTHOUD, CO 80513

(973)-819-9923

(Name, address and telephone number of persons authorized to

receive notices and communications)

JANUARY 19, 2017

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e),240.13d-1(f) or 240.13d-1(g), check the following box:

                 /                   /.

Note: Schedules filed in paper format shall include a signed original and five copies of Schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

<PAGE>

CUSIP No. 552721102

1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

(*individually and as general partner for Carousel World LP)

2. CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP

(a)        / X   /

(b)       /      /

3. SEC USE ONLY

4. SOURCE OF FUNDS (SEE INSTRUCTIONS)

 PF, OO of each reporting person of the group

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

/              /

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Carl W. Dinger III - USA

Ashley E. Dinger - USA

Caleigh N. Dinger - USA

Shelby C. Dinger - USA

Kenneth E. Stroup, Jr. - USA

Carousel World LP - A Colorado Limited Partnership

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:

7. SOLE VOTING POWER

8. SHARED VOTING POWER

440,827

9. SOLE DISPOSITIVE POWER

10. SHARED DISPOSITIVE POWER

440,827

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

12. CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

/              /

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.82%

14. TYPE OF REPORTING PERSON

IN, CO (all related)

SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D

The following constitutes the Schedule 13D filed by the Undersigned:

ITEM 1.              SECURITY AND ISSUER

This statement relates to the Common Stock, $0.01 par value per share ("the shares"), of MFRI Inc., (the "Issuer"). The principal offices of the issuer are at 6410 W. Howard Street, Niles, IL 60714.

ITEM 2.              IDENTITY AND BACKROUND

a.) This statement has been filed jointly by Carl W. Dinger III, Carl W. Dinger III’s children, (Ashley, Caleigh and Shelby), Kenneth E. Stroup Jr., and by Carousel World L.P., a limited partnership in Colorado.

b.) The principal address of each person or entity in the group is as follows:

Carl W. Dinger III, (and children)

PO Box 897

Berthoud, CO 80513

Carousel World L.P.

P.O. Box 897

Berthoud, CO 80513

Kenneth E. Stroup, Jr.

48 Alexandria Rd.

Morristown, NJ 07960

c.) Present Principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;

Carl W. Dinger III – General Partner of Carousel World LP, (address same as in (b.)

Ashley E. Dinger – Self-Employed

Caleigh N. Dinger – Student

Shelby C. Dinger – Student

Kenneth E. Stroup, Jr. – Private Investor

d.) No reporting person in the group has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e.) None of the reporting persons in this group has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or

final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or State securities laws or finding any violation with respect to such laws.

f.) Mr. Carl W. Dinger III, his children, and Kenneth E. Stroup, Jr. are all US citizens and Carousel World LP is a Colorado limited partnership.

ITEM 3.              SOURCE AND AMOUNT OF FUNDS

The source of funds of each of the reporting persons in the group are the personal funds of each individual and in some cases, borrowings from investment brokerage accounts supported by several equity holdings.

ITEM 4.              PURPOSE OF THE TRANSACTION

The group owns a 5.82% stake in the issuer. Carl W. Dinger III and Kenneth Stroup recently met with MFRI’s Board of Directors to discuss a possible sale of the Company and other steps to enhance shareholder value. While the Group agrees with the decisions made to sell underperforming divisions over the recent past, nothing has been done to date to enhance shareholder value except for a largely unexecuted $2 million buyback that was authorized in February 2015. Following a letter dated January 5th 2017 requesting a stock repurchase program and representation on the Board, on January 18, 2017, the filers sent a formal letter to the Board requesting the inclusion of a share repurchase proposal as detailed in Exhibit 1 and 2 below for the annual shareholder’s meeting. The deadline for inclusion in the proxy occurs this week and the deadline for the nomination for directors to the Board will follow shortly thereafter. Note that the account support data regarding the holding period requirement was specifically left out of this filing but was properly filed with the Secretary of the Corporation.

ITEM 5.              INTEREST IN THE SECURITIES OF THE ISSUER

As reported in the Issuer's 10Q for the quarter ending 10/31/16, the issuer had 7,568,946 common shares outstanding. The reporting persons forming the group own an aggregate of 440,827 common shares representing 5.82% of the Issuer's shares outstanding. Each member of the reporting group owns shares individually as follows:

c.) Transactions over the past sixty days are as follows, (all purchases):

d.) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of the Common Stock.

e.) Not applicable.

ITEM 6.   CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Other than described herein, there are no contracts, arrangements or understandings among the Reporting Persons, (other than the formation of this group on October 17, 2016 seeking the actions described herein), or between the Reporting Persons and any other Person, with respect to the securities of the Issuer.

ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS

Please see Exhibit 1, Letter to the Board of MFRI, and Exhibit 2, Shareholder proposal by Carl W. Dinger III.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

JANUARY 19, 2017

DATE

(Carl W. Dinger III, individually, and as general partner of Carousel World LP).

<Carl W. Dinger III>

SIGNATURE

(Ashley E. Dinger, individually)

<Ashley E. Dinger>

SIGNATURE

(Caleigh N. Dinger, individually)

<Caleigh N. Dinger>

(Shelby C. Dinger, individually)

<Shelby C. Dinger>

(Kenneth E. Stroup Jr., individually)

<Kenneth E. Stroup, Jr.>

EXHIBIT 1:

VIA UPS NEXT DAY DELIVERY

January 18, 2017

Secretary of the Corporation

MFRI, Inc.

6410 Howard St.

Niles, IL 60714

Dear Sir:

Please find attached a proposal for inclusion in the proxy for the MFRI shareholder’s annual meeting later this year pursuant to the provisions of the SEC Rule 14a-8 (17 CFR 240.14a-8) under the Exchange Act.     

Please note that I am submitting this proposal individually but that the proposal has the support of all the members of Strategic Value Partners and that they intend to vote in favor of this proposal. I have held well in excess of $2,000 of MFRI’s stock for greater than one year and fully intend to hold the same through the annual meeting. I have provided statements from E*Trade of one of my several accounts (from December 2015 to December 2016) as evidence of the same.

In terms of the requirements of your bylaws, which are in addition to the SEC requirements, we are supplying the additional information as required in Section 9 (b)(5) of MFRI’s Bylaws:

B.            Class or series and number of shares owned of capital stock of the Corporation which are owned beneficially or of record by such person:

MFRI Common Stock, $0.01 par value per share.

Proposer Carl W. Dinger III owns 156,400 shares beneficially and is the member of a group formed as Strategic Value Partners that owns 440,827 shares. Carl W. Dinger III disclaims beneficial ownership of the shares of the group however is the General Partner of Carousel World LP and has the right to vote those shares as well. All the other members of the group have the right to vote their own shares.

C.            The nominee holder for, and number of, shares beneficially owned but not owned of record by such person:

Please see answer given in B. above. 

D.            Whether and to the extent to which any hedging or other transactions or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including but not limited to, any derivative, swap, or short positions, profit interests, options, or borrowed or loaned shares) has been made, the intent or effect of which is to mitigate loss or to manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Corporation:

None

E.            To the extent known by the stockholder making such proposal, the name and address of any other stockholder supporting such proposal on the date of such stockholder’s proposal:

Other than the proposer, the following stockholder’s all intend to support the proposal as submitted including;

Ashley E. Dinger, Caleigh N. Dinger, and Shelby C. Dinger all of: PO Box 897, Berthoud, CO 80513

Carousel World LP of PO Box 897, Berthoud, CO 80513

Kenneth E. Stroup, JR. of 48 Alexandria Rd., Morristown, NJ 07960.

F.            A description of all arrangements or understandings between or among such persons:     

There are no formal understandings between the parties other than the members of Strategic Value Partners believes that management needs to enhance shareholder value via stock repurchases. There are no contracts between the parties as outlined in the 13D and 13D/A filings with the Securities and Exchange Commission.

G.           Whether such person intends to solicit proxies in connection with such Stockholder matter:

Carl W. Dinger III intends to seek support for his proposal via telephonic meetings, direct meetings or via traditional mail communications.

H.            A representation that the stockholder intends to appear in person or by proxy at the meeting to bring such Stockholder Matter before the meeting:

Carl W. Dinger III intends to appear in person at the annual meeting to bring this matter before the annual meeting

Thank you for your attention in this matter.

EXHIBIT 2.

SHAREHOLDER PROPOSAL SUBMITTED BY CARL W. DINGER III FOR INCLUSION IN MFRI”S PROXY 2017 ANNUAL MEETING

RESOLVED:       The shareowners of MFRI recommend that the Board of Directors authorize and implement a three-year share repurchase program that would repurchase 1,000,000 shares of MFRI stock.

SUPPORTING STATEMENT

MFRI’s stock price has significantly underperformed all major stock indices during the past five years. There has been only a de minimis return, if any, to shareowners at large during this period. Additionally, MFRI has done very little to enhance shareholder value via returning capital to shareholders either through a share buyback or dividend. In February 2015, MFRI’s board of Directors did approve and authorize a $2 million share repurchase program over a two-year period. However, after repurchasing 28,000 shares in February, 2015 and 17,000 shares in March, 2015 at a total cost of $292,510, no additional shares have been repurchased since then. Thus, only 14.63% of the total share repurchase authorization has been implemented.

Notwithstanding this significant lack of performance by MFRI’s stock and any significant attempt to enhance shareholder value, large amounts of compensation in the form of cash, stock and stock option awards were imparted to MFRI Senior Executives and members of the Board of Directors during this same five year period. MFRI’s publicly filed proxy statements for the years 2012, 2013, 2014 and 2015 disclose that $11,126,827 in such compensation was awarded during these four years. Presumably, a similar amount was disbursed to MFRI Senior Executives and the Board during 2016. The market capitalization of MFRI as of the filing of this proxy proposal is $64.85 million as of January 17, 2017. Therefore, at least $12, 500,000 was disbursed as total compensation to Senior Executives and members of the Board of Directors during 2012-2016 and comprises approximately 20% of the current market capitalization of MFRI. This compensation is excessive when the shareowners at large have received virtually no return on their investment and one unfulfilled attempt by the Board to enhance shareholder value.

MFRI has minimal net debt and has in excess of $9 million in cash in foreign subsidiaries. MFRI’s overall financial balance sheet clearly would support the share buyback contemplated by the above resolution. In addition, by reducing the total number of outstanding shares it would help to facilitate the eventual sale of the Company should the Company decide to pursue that course of action.

We respectfully urge all shareowners to vote in favor of this proposal.