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<SEC-DOCUMENT>0000914122-04-000043.txt : 20041215
<SEC-HEADER>0000914122-04-000043.hdr.sgml : 20041215
<ACCEPTANCE-DATETIME>20041215165310
ACCESSION NUMBER:		0000914122-04-000043
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20041210
ITEM INFORMATION:		Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
FILED AS OF DATE:		20041215
DATE AS OF CHANGE:		20041215

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-18370
		FILM NUMBER:		041205374

	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>8-K
<SEQUENCE>1
<FILENAME>mfri8k121004.txt
<DESCRIPTION>MFRI FORM 8K 121004
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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):
                                December 10, 2004


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

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


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):

|_|  Written communications  pursuant to Rule 425 under the  Securities
     Act (17 CFR 230.425)
|_|  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)
|_|  Pre-commencement  communications pursuant to Rule 14d-2(b) under the
     Exchange  Act (17 CFR  240.14d-2(b))
|_|  Pre-commencement  communications
     pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

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

     On  December 10,   2004,  MFRI,  Inc.  (the  "Company"),   determined  that
borrowings  outstanding  under its revolving  credit  facility as of January 31,
2003 and July  31,  2004,  previously  reported  as long  term  debt  should  be
classified  as current  maturities  of  long-term  debt in  accordance  with the
provisions set forth in Emerging Issues Task Force (EITF) 95-22,  "Balance Sheet
Classification of Borrowings  Outstanding under Revolving Credit Agreements That
Include both a Subjective  Acceleration Clause and a Lock-Box Arrangement." As a
result,  the balance  sheets as of January 31, 2003 and July 31,  2004,  will be
restated to reclassify  borrowings of $10,212,000 and $11,290,000  respectively,
from long-term debt to current maturities of long-term debt.

     The  restated  financial  statements  will have no impact on the  Company's
previously  reported net income,  its loan covenant  compliance,  its ability to
borrow under its loan facility,  or its liquidity.  The Company's management has
discussed  these  matters  with  the  Company's  independent  registered  public
accounting firm. The Company expects to file Form 10-K/A Amendment No. 2 for the
year  ended  January 31,  2004 and  Form 10-Q/A  for the  second  quarter  ended
July 31, 2004, to reflect the restatements as soon as practicable.


<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                              MFRI, INC.
                                              (Registrant)


Date: December 15, 2004                   By: __________________________________
                                              Michael D. Bennett
                                              Vice President


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