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<SEC-DOCUMENT>0000914122-04-000048.txt : 20041220
<SEC-HEADER>0000914122-04-000048.hdr.sgml : 20041220
<ACCEPTANCE-DATETIME>20041220154633
ACCESSION NUMBER:		0000914122-04-000048
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20041216
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041220
DATE AS OF CHANGE:		20041220

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:		041214120

	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>mfri8k122004.txt
<DESCRIPTION>MFRI FORM 8K
<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 16, 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 4.01.     Change in Registrant's Certifying Accountant.

     On December 16, 2004, upon  recommendation and authorization from the Audit
Committee  of the  Board  of  Directors  of MFRI,  Inc.  (the  "Company"  or the
"Registrant"),  the Company dismissed  Deloitte & Touche LLP ("Deloitte") as the
Registrant's  independent  registered public accounting firm for its fiscal year
ended  January 31, 2005.  Deloitte had served as the  Company's  auditors  since
1992.  Grant  Thornton  LLP's  engagement  by the  Company  as  its  independent
registered  public  accounting  firm was  reported  in the  Company's  8-K dated
December 2, 2004.

     Deloitte's  reports on the  financial  statements  for the two most  recent
fiscal  years did not contain an adverse  opinion or  disclaimer  of opinion and
were not  qualified  or modified as to  uncertainty,  audit scope or  accounting
principles.

     In  connection  with their audits for the years ended  January 31, 2004 and
January  31,  2003 and  through  the date of this Form 8-K,  there  have been no
disagreements with Deloitte on any matter of accounting principles or practices,
financial   statement   disclosures,   or  auditing  scope  or  procedure  which
disagreement  if not  resolved to their  satisfaction  would have caused them to
make  reference to the subject  matter of the  disagreement  in connection  with
their report on the Company's  financial  statements  for such years;  and there
were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     The Registrant has requested Deloitte to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not they agree with
the  statements  made by the  Registrant in response to this Item 4 and, if not,
stating  the  respects  in which  they do not  agree.  A copy of such  letter is
included as Exhibit 16 to this report.

Item 9.01.        Financial Statements and Exhibits

         (c)   Exhibits.

         16   Letter regarding change in certifying accountant


The following exhibit is filed as part of this report:


Exhibit No.     Description
- ----------      -----------
   16           Letter regarding change in certifying accountant


<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 20, 2004                   By: /s/ Michael D. Bennett
                                              ----------------------------------
                                              Michael D. Bennett
                                              Vice President


<PAGE>
                                                                      EXHIBIT 16



                      [Letterhead of Deloitte & Touche LLP]



December 16, 2004


Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C.   20549

Dear Sirs/Madams:

We have read Item 4 of MFRI,  Inc.'s Form 8-K dated  December 16, 2004, and have
the following comments:

1.   We agree with the first and second  sentences  in the first  paragraph.  We
     have no basis on which to agree or disagree with the statements made in the
     last sentence of the first paragraph.

2.   We  agree  with  the  statements  made  in the  second,  third  and  fourth
     paragraphs.



Yours truly,

/s/ DELOITTE & TOUCHE LLP

cc:      Mr. David Unger, Chief Executive Officer
         Mr. Arnold Brookstone, Chairman of the Audit Committee

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