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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000914122-04-000019.txt : 20040629
<SEC-HEADER>0000914122-04-000019.hdr.sgml : 20040629
<ACCEPTANCE-DATETIME>20040629120759
ACCESSION NUMBER:		0000914122-04-000019
CONFORMED SUBMISSION TYPE:	DEFR14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20040629
EFFECTIVENESS DATE:		20040629

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MFRI INC
		CENTRAL INDEX KEY:			0000914122
		STANDARD INDUSTRIAL CLASSIFICATION:	INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564]
		IRS NUMBER:				363922969
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		DEFR14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-18370
		FILM NUMBER:		04887468

	BUSINESS ADDRESS:	
		STREET 1:		7720 LEHIGH AVE
		CITY:			NILES
		STATE:			IL
		ZIP:			60714
		BUSINESS PHONE:		8479661000

	MAIL ADDRESS:	
		STREET 1:		7720 LEHIGH AVE
		CITY:			NILES
		STATE:			IL
		ZIP:			60714

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MIDWESCO FILTER RESOURCES INC
		DATE OF NAME CHANGE:	19970402
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEFR14A
<SEQUENCE>1
<FILENAME>proxyamend2004.txt
<DESCRIPTION>AMDMT TO A DEF SCH 14A PROXY STMT FILING
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 14A/A
    Amendment to Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant    [x]

Filed by a Party other than the Registrant  [ ]

Check the appropriate box:

[ ]      Preliminary Proxy Statement
[ ]      Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
[x]      Definitive Proxy Statement
[ ]      Definitive Additional Materials
[ ]      Soliciting Material Pursuant to  240.14a-12

                                   MFRI, INC.
                (Name of Registrant as Specified in Its Charter)

                    _________________________________________
      (Name of Person(s) Filing Proxy Statement, If Other Then Registrant)

Payment of Filing Fee (Check the appropriate box):

     [x]  No fee required.

     [ ]  Fee computed on table below per Exchange Act Rules  14a-6(i)(1)  and
          0-11.

          (1)  Title of each class of securities to which transaction applies:

          (2)  Aggregate number of securities to which transaction applies:

          (3)  Per unit price or other underlying value of transaction  computed
               pursuant to Exchange Act Rule 0-11:

          (4)  Proposed maximum aggregate value of transaction:

          (5)  Total fee paid:

     [ ]  Fee paid previously with preliminary materials

     [ ]  Check box if  any part of the fee is offset as  provided  by  Exchange
          Act  Rule 0-11(a)(2)  and identify the filing for which the offsetting
          fee was paid previously.  Identify the previous filing by registration
          statement number, or the form or schedule and the date of its filing.

                  (1)      Amount previously paid: $

                  (2)      Form, Schedule or Registration Statement No.:

                  (3)      Filing Party:

                  (4)      Date Filed:


                                        1
<PAGE>

                                SUPPLEMENT TO THE
                          PROXY STATEMENT OF MFRI, INC.
                               DATED JUNE 10, 2004
                     FOR ITS ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON JUNE 24, 2004


The date  deadlines  for  submitting  stockholder  proposals  and for  notice of
business to come before the 2005 annual meeting of  stockholders  of MFRI,  Inc.
for the purpose of granting  discretionary  voting  authority on such  proposals
were inadvertently left out in the paragraph titled  "Stockholder  Proposals" in
the Proxy  Statement of MFRI, Inc. dated June 10, 2004 for its annual meeting of
stockholders  to be  held  on  June  24,  2004  (the  "Proxy  Statement").  This
Supplement  to  the  Proxy   Statement  is  being   provided  to  complete  that
information.:



                              STOCKHOLDER PROPOSALS

     Any proposal  which a stockholder  intends to present at the annual meeting
of  stockholders  in 2005  must be  received  by the  Company  at its  principal
executive  offices  in  Niles,  Illinois  by  February  10,  2005 in order to be
eligible for  inclusion in the proxy  statement  and proxy form relating to such
meeting.  In addition,  if any business  should properly come before such annual
meeting  other than that which is stated in such proxy  statement,  then, if the
Company does not receive  notice of such matter by April 26,  2005,  the persons
designated  in such  proxy  form will have  discretionary  authority  to vote or
refrain from voting on any such proposal.




June 29, 2004

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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