<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>mfri13djan08.txt
<DESCRIPTION>SC 13D
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                   Under the Securities Exchange Act of 1934



                                   MFRI, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    552721102
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                J. Carlo Cannell
                              Cannell Capital, LLC
                       P.O. Box 3459, 240 E. Deloney Ave.,
                               Jackson, WY 83001
                                 (307) 733-2284
--------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                January 17, 2008
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule l3G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule  because of Sections 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check
the following box. [X]

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See Section 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).

           Potential persons who are to respond to the collection of
         information contained in this form are not required to respond
          unless the form displays a current valid OMB control number.

<PAGE>

Cusip No.      552721102
--------------------------------------------------------------------------------
1.  Names of Reporting Persons.  I.R.S. Identification Nos. of above persons
   (entities only):

                       J. Carlo Cannell
--------------------------------------------------------------------------------
2.  Check the Appropriate Box if a Member of a Group (See Instructions):
         (a)
         (b)
--------------------------------------------------------------------------------

3.  SEC Use Only
--------------------------------------------------------------------------------

4.  Source of Funds (See Instructions):  WC/OO
--------------------------------------------------------------------------------

5.  Check if  Disclosure  of  Legal  Proceedings Is  Required Pursuant  to Items
    2(d) or 2(e):
--------------------------------------------------------------------------------

6.  Citizenship or Place of Organization:  United States
--------------------------------------------------------------------------------

    Number of                      7. Sole Voting Power:                568,065*
                                      ------------------------------------------
    Shares Beneficially            8. Shared Voting Power:                    0
                                      ------------------------------------------
    Owned by
    Each Reporting                 9. Sole Dispositive Power:           568,065*
                                      ------------------------------------------
    Person With                   10. Shared Dispositive Power:               0
                                      ------------------------------------------
--------------------------------------------------------------------------------

11. Aggregate Amount Beneficially Owned by Each Reporting Person:       568,065*
--------------------------------------------------------------------------------

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
    (See Instructions):
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11):    8.5%*
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions):   IN
--------------------------------------------------------------------------------

* As of January 17, 2008 (the  "Reporting  Date"),  Anegada  Master Fund Limited
("Anegada"),  Tristan  Partners,  L.P.  ("Tristan")  and  Tonga  Partners,  L.P.
("Tonga" and  collectively  with Anegada and Tristan,  the "Funds") owned in the
aggregate  568,065  shares  of common  stock,  par  value  $0.01 per share  (the
"Shares"),  of MFRI,  Inc.  (the  "Company").  Cannell  Capital  LLC acts as the
investment  adviser to  Anegada,  and is the general  partner of and  investment
adviser to Tristan and Tonga.  Mr. J. Carlo Cannell is the sole managing  member
of Cannell  Capital LLC. As a result,  Mr.  Cannell  possesses the sole power to
vote and to direct the disposition of the securities held by the Funds. Thus, as
of the Reporting Date, for the purposes of Reg. Section  240.13d-3,  Mr. Cannell
is deemed to  beneficially  own 568,065  Shares,  or  approximately  8.5% of the
Shares deemed issued and outstanding as of the Reporting Date.


<PAGE>


Item 1.   Security and Issuer.
          -------------------

          The class of equity  securities  to which this Schedule 13D relates is
the common stock,  par value $0.01 per share (the "Shares"),  of MFRI, Inc. (the
"Company"),  a Delaware  corporation.  The  address of the  principal  executive
offices of the Company is 7720 Lehigh Avenue, Niles, IL 60714.


Item 2.   Identity and Background.
          -----------------------

          The person  filing this  report is J. Carlo  Cannell,  whose  business
address is Cannell Capital, LLC, P.O. Box 3459, 240 E. Deloney Ave., Jackson, WY
83001.  Mr.  Cannell is the sole  managing  member of Cannell  Capital  LLC (the
"Adviser").  The Adviser acts as the  investment  adviser to Anegada Master Fund
Limited,  a Cayman  Islands  limited  company  ("Anegada"),  and is the  general
partner of and investment adviser to Tristan Partners,  L.P., a Delaware limited
partnership   ("Tristan"),   and  Tonga  Partners,   L.P.,  a  Delaware  limited
partnership  ("Tonga" and,  collectively with Anegada and Tristan, the "Funds").
Mr. Cannell is the sole managing member of the Adviser.

          Mr.  Cannell  has never  been  convicted  in any  criminal  proceeding
(excluding traffic violations or similar misdemeanors),  nor has he been a party
to any civil  proceeding  of a  judicial  or  administrative  body of  competent
jurisdiction as a result of which he was or is now 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. Mr. Cannell is a citizen of the United States.


Item 3.   Source and Amount of Funds or Other Consideration.
          -------------------------------------------------

          All of the funds used in making the  purchase of Shares  described  in
Item 5 of this  Schedule  13D came from the  working  capital of the Funds.  The
Funds have invested an aggregate amount of $9,236,383 in the Shares.


Item 4.   Purpose of Transaction.
          ----------------------

          Mr.  Cannell,  on behalf of the Funds,  identified  the  Company as an
entity  satisfying  each Fund's  investment  criteria.  The Funds  acquired  and
continue to hold the Shares as a long-term investment.

          Mr. Cannell  reserves the right to discuss  various views and opinions
with  respect to the  Company  and its  business  plans with the  Company or the
members of its senior management.  The discussion of such views and opinions may
extend from ordinary  day-to-day business operations to matters such as nominees
for  representation  on the  Company's  board of  directors,  senior  management
decisions and  extraordinary  business  transactions.  Mr. Cannell  reserves the
right to take such action as he may deem  necessary from time to time to seek to
maximize  the  value  of the  Shares.  Such  actions  may  include,  but may not
necessarily  be  limited  to,  pursuit  of  strategic   initiatives  to  enhance
shareholder value.

          By letter  dated  January 17, 2008,  Mr.  Cannell  requested  that the
Company submit to a vote of the  shareholders of the Company a proposal that the
Company  hire an  investment  banker to advise the  Company on ways to  increase
shareholder value, by means of either an auction or merger of the Company.

          In addition to the actions set forth above,  Mr. Cannell may engage in
any of the actions  specified  in Items 4(a)  through  4(j) to the  Schedule 13D
general instructions.

          Except  as set  forth  above,  Mr.  Cannell  has no  present  plans or
proposals that relate to or would result in any of the transactions described in
Item 4 of Schedule 13D.


<PAGE>


Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

          Based on  information  set  forth in the  Company's  Form 10-Q for the
quarter  ending  October  31,  2007 as filed with the  Securities  and  Exchange
Commission  on  December  18,  2007,  there  were  6,653,695  Shares  issued and
outstanding  as of December  12,  2007.  As of January 17, 2008 (the  "Reporting
Date"),  the Funds owned  568,065  Shares.  The Adviser  acts as the  investment
adviser to Anegada,  and is the  general  partner of and  investment  adviser to
Tristan  and Tonga.  Mr. J. Carlo  Cannell  is the sole  managing  member of the
Adviser.

          (a) As of the  Reporting  Date,  for  the  purposes  of  Reg.  Section
240.13d-3,  Mr.  Cannell  is deemed  to  beneficially  own  568,065  Shares,  or
approximately  8.5%  of the  Shares  deemed  issued  and  outstanding  as of the
Reporting Date.

          (b) Mr.  Cannell  possesses  the sole  power to vote and to direct the
disposition of the securities held by the Funds.

          (c) The following table details the transactions during the sixty days
on or prior to the Reporting  Date in Shares,  or securities  convertible  into,
exercisable for or exchangeable  for Shares,  by Mr. Cannell or any other person
or entity  controlled  by him or any  person or  entity  for which he  possesses
voting or  investment  control over the  securities  thereof  (each of which was
effected in an ordinary brokerage transaction).


                                   (Purchases)

   Date                 Security             Quantity             Price
   ----                 --------             --------             -----
 11/02/07             Common Stock             2,000             $15.96
 11/05/07             Common Stock             2,000             $15.13
 11/06/07             Common Stock             2,000             $14.88
 11/07/07             Common Stock             2,600             $13.94
 11/08/07             Common Stock             4,500             $13.28
 12/07/07             Common Stock             4,000             $13.71
 12/11/07             Common Stock             1,000             $12.95
 12/12/07             Common Stock             1,000             $12.78
 12/17/07             Common Stock             1,000             $12.62
 12/18/07             Common Stock             2,000             $11.01
 12/19/07             Common Stock             5,000             $10.91
 12/20/07             Common Stock             2,000             $10.51
 12/21/07             Common Stock             3,000             $10.40
 12/28/07             Common Stock             2,000             $10.66
 12/31/07             Common Stock             3,000             $10.68

                                     (Sales)

   Date                 Security             Quantity             Price
   ----                 --------             --------             -----
 12/07/07             Common Stock             1,500             $13.71
 12/07/07             Common Stock             2,500             $13.71
 12/11/07             Common Stock               400             $12.95
 12/11/07             Common Stock               600             $12.95


(d) Not applicable.

(e) Not applicable.


Item 6.   Contracts, Arrangements, Understandings or Relationships With  Respect
          to Securities of the Issuer.
          ----------------------------------------------------------------------

          None


Item 7.   Material to be Filed as Exhibits.
          --------------------------------

          Letter to David  Unger,  Chairman & Chief  Executive  Officer of MFRI,
Inc. dated January 17, 2007.


<PAGE>

                                    Signature
                                    ---------

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


                                                  January 25, 2008


                                                  /s/ J. Carlo Cannell
                                                  -----------------------------
                                                  J.Carlo Cannell



Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001).
<PAGE>

                                                                       Exhibit 1
                                                                       ---------

                              CANNELL CAPITAL LLC
                                   PO Box 3459
                             240 East Deloney Avenue
                                Jackson, WY 83001
                                  -------------


                               Tel (307) 733-2284
                               Fax (443) 606-0067
                               info@cannellcap.com

January 17, 2008



David Unger
Chairman & CEO
MFRI, Inc.
7720 Lehigh Avenue
Niles, IL 60714

Dear Mr. Unger,

          Thanks for your time last week to update Cannell Capital LLC on behalf
of Tristan Partners LP, Tonga Partners LP and The Anegada Fund Ltd, all of which
enjoy a beneficial interest in MFRI.

          As illustrated in Figure 1, attached  herein,  MFRI is "cheap" on both
an absolute and relative basis.

          Figure 1: MFRI is "Cheap"

<TABLE>
<CAPTION>



                                Market Cap                                                EV/12 Month    Gross Margin
Company                    ($ in Millions)       Price to Book     Price to Sales             Revenue
------------------------ ------------------ ------------------- ------------------ ------------------- ---------------
------------------------ ------------------ ------------------- ------------------ ------------------- ---------------
<S>                                <C>                 <C>               <C>              <C>              <C>    <C>

MFRI, Inc.                            97.6                1.55                0.4                0.54            20.8
Donaldson Company, Inc.            3,090.4                4.48               1.56                1.65           31.52
CLARCOR Inc.                       1,797.4                3.24               1.99                1.88           30.46
Peerless Mfg. Co.                    236.7                6.42               2.58                2.25           31.67
Pall Corporation                   4,481.0                3.42               2.05                2.12           46.81


</TABLE>



          As a shareholder of record of MFRI, we hereby submit  pursuant to Rule
14a-8 of the  Securities  Exchange  Act of 1934  the  following  proposal  to be
submitted to shareholders for vote at the annual meeting to be held on (date.)

          "Proposal: We recommend that MFRI hire an accredited investment banker
to  advise  it on ways to  increase  shareholder  value,  either  through a sale
through auction or via a merger."




<PAGE>


Sincerely,

/s/ J. Carlo Cannell

J. Carlo Cannell
Managing Member
Cannell Capital LLC

Encl:    Proof of Ownership of MFRI by Goldman, Sachs

CC:      Christopher C. McMahon
         R. W. Barid and Company
         227 W. Monroe, Suite 2100
         Chicago, IL 60606












</TEXT>
</DOCUMENT>
