UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 10, 2008

MFRI, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18370	36-3922969
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7720 Lehigh Avenue, Niles, Illinois	60714
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 847-966-1000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.02    Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On April 10, 2008, MFRI, Inc. (the "Company"), determined that income tax benefit was overstated by $232,000 for the quarter and income tax expense understated by the same amount for the nine months, in the Condensed Consolidated Statements of Operations (Unaudited) included in the Company's report on Form 10-Q for the quarterly period ended October 31, 2007.  The Company has concluded that such financial statements should no longer be relied upon.

        As a result, the Company will restate its interim condensed consolidated financial statements for the quarter ended October 31, 2007 included in its Form 10-Q for the quarter ended October 31, 2007.  The Company's management and its audit committee have discussed these matters with the Company's independent registered public accounting firm.  The Company expects to file Form 10-Q/A for the quarter ended October 31, 2007 to reflect this restatement as soon as practicable.          

Item 7.01    Regulation FD Disclosure

Additional information of the registrant is attached as Exhibit 99.1 (Press Release dated April 11, 2008) to this report and is incorporated herein by reference.  The registrant undertakes no obligation to update this information, including any forward-looking statements, to reflect subsequently occurring events or circumstances.

NOTE:  The information in this Item (including the Exhibit) shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.  This information will not be deemed an admission as to the materiality of any information contained herein that is required to be disclosed solely by Regulation FD.

Item 9.01     Financial Statements and Exhibits

(d)       Exhibits

The following Exhibit is included with this Report:

99.1     Press Release issued by MFRI, Inc. on April 11, 2008

For more information visit the Company's website www.mfri.com or contact the company directly.

Statements and other information contained in this announcement which can be identified by the use of forward-looking terminology such as "anticipate," "may," "will," "expect," "continue," "remain," "intend," "aim," "should," "prospects," "could," "future," "potential," believes," "plans," "likely," and "probable," or the negative thereof or other variations thereon or comparable terminology, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 as amended and are subject to the safe harbors created thereby. These statements should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. Such risks and uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, raw material availability and prices, global interest rates, currency exchange rates, labor relations and other risk factors.

Signature

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 hereunto duly authorized.

Date: April 14, 2008		MFRI, Inc.
	By:	/s/ Michael D. Bennett
		Vice President, Secretary and Treasurer
		(Principal Financial and Accounting Officer)