As filed with the Securities and Exchange Commission on July 23, 1996
                                               Registration No. 33-        


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                                MFRI, INC.
          (Exact name of registrant as specified in its charter)


         Delaware                                              36-3922969
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification No.)

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


                          1989 STOCK OPTION PLAN

                          1993 STOCK OPTION PLAN

                          1994 STOCK OPTION PLAN

               1990 INDEPENDENT DIRECTORS STOCK OPTION PLAN
                         (Full title of the plans)

                              Mr. David Unger
                    Chairman of the Board of Directors
                                MFRI, Inc.
                            7720 Lehigh Avenue
                          Niles, Illinois  60714
                  (Name and address of agent for service)

                               (847)966-1000
       (Telephone number, including area code, of agent for service)

                                 Copy to:

                            Hal M. Brown, Esq.
                              Rudnick & Wolfe            
                         203 North LaSalle Street        
                                Suite 1800              
                         Chicago, Illinois  60601        
                              (312) 368-4012            
                       (312) 236-7516 (telecopier)
                     
                     CALCULATION OF REGISTRATION FEE

Title of each         
class of                    Proposed maximum Proposed maximum
securities to  Amount to be offering price     aggregate        Amount of
be registered   registered   per share (1)    offering price   Registration fee

Common Stock,
par value
$.01 per share     (2)           $8.00        $7,805,607          $2,691 


(1)  Pursuant to Rule 457(c) and 457(h), the registration fee has been
     calculated on the basis of the actual price per share (ranging from
     $4.44 to $8.00 per share) at which the options may be exercised with
     regard to those options for which such information is available, and
     with regard to the remaining shares, on the basis of $6.875 per share,
     the average of the high and low sale prices of the common stock on
     July 19, 1996, as reported by the Nasdaq National Market System.

(2)  Omitted pursuant to Rule 457(o).
<PAGE>
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents By Reference.

    The Company's prospectus dated January 21, 1994 filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1996, the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1996, and Item 1 of the registration
statement of the Company's predecessor on Form 8-A filed on March 13, 1990
registering common stock of the Company's predecessor under Section 12(g) of
the Securities Exchange Act of 1934 are incorporated in this registration
statement by reference.  All reports and proxy statements filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.  

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    An opinion with respect to the legality of the shares of common stock
subject to stock options is being given by Rudnick & Wolfe, 203 N. LaSalle
Street, Chicago, Illinois, 60601, counsel for the Company.  Attorneys of that
firm who participated in the preparation of this registration statement own a
total of approximately 650 shares of the Company's common stock. 

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of
directors, officers, employees and agents against liabilities whether or not
in the circumstances such companies would have the power to indemnify against
such liabilities under the provisions of the statute.
<PAGE>
    The Company's Certificate of Incorporation and its By-Laws provide for
indemnification of its officers and directors to the full extent permitted by
Section 145 of the Delaware General Corporation Law.  

    The Company's Certificate of Incorporation eliminates, to the fullest
extent permitted by Delaware law, liability of a director to the Company or
its stockholders for monetary damages for a breach of such director's
fiduciary duty of care except for liability where a director (a) breaches
his or her duty of loyalty to the Company or its stockholders, (b) fails to
act in good faith or engages in intentional misconduct or knowing violation
of law, (c) authorizes payment of an illegal dividend or a stock repurchase
or (d) obtains an improper personal benefit.  While liability for monetary
damages has been eliminated, equitable remedies such as injunctive relief or
rescission remain available.  In addition, a director is not relieved of his
responsibilities under any other law, including the federal securities laws.  

    The Company has entered into indemnification agreements in the form
described below with each person who is currently a member of the Board of
Directors of the Company and will enter into such agreements with persons
who in the future become directors of the Company. Such indemnification
agreements provide for indemnification against any and all expenses incurred
in connection with, as well as any and all judgments, fines, and amounts paid
in settlement resulting from, any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (collectively an "Action"), by reason of the fact that such 
director is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
or other enterprise.  The indemnification agreements provide that if any
payment, advance or indemnification of the director requires that he or she
acted in good faith, in a manner he or she reasonably believed to be for or
not opposed to the best interests of the Company or without reasonable cause
to believe his or her conduct was unlawful, then it shall be presumed that he
or she so acted unless proven otherwise by clear and convincing evidence. The
indemnification agreements also provide for the advancement of all expenses,
including reasonable attorneys' fees, arising from the investigation of any
claim, preparation for the defense or defense or settlement of an Action.
The indemnification agreements authorize the Company to participate in the
defense of any action and to assume the defense thereof, with counsel who
shall be reasonably satisfactory to the director, provided that the director
shall be entitled toseparate counsel of his or her choosing if he or she
reasonably believes that (i) there exists conflicting interests between
himself or herself and the Company or other parties (the defense of whom the
Company shall have assumed) or (ii) there is any substantial likelihood that
the Company will be financially or legally unable to satisfy its obligations
under the Indemnification Agreement.  The indemnification agreements provide
that a director's rights under such contract are not exclusive of any other
indemnification rights he or she may have under any provision of law, the
Company's Certificate of Incorporation or By-laws, the vote of the Company's
stockholders or disinterested directors, other agreements or otherwise.  
<PAGE>
Item 7.  Exemption from Registration Claimed.  

    Not applicable.  

Item 8.  Exhibits.

    Exhibits filed with this Amendment

    4.1  1989 Stock Option Plan, as amended [Incorporated by reference to
         Exhibit 10(c) to the Annual Report on Form 10-K of Midwesco Filter
         Resources, Inc. for the fiscal year ended January 31, 1990
         (SEC File No. 33-31850)]

    4.2  1993 Stock Option Plan [Incorporated by reference to Exhibit 10.4 to
         Registration Statement No. 33-70794]

    4.3  1994 Stock Option Plan, as amended [Incorporated by reference to
         Exhibit 10(c) to the Annual Report on Form 10-K of MFRI, Inc. for the
         fiscal year ended January 31, 1994 (SEC File No. 0-18370)]

    4.4  1990 Independent Directors Stock Option Plan, as amended [Incorporated
         by reference to Appendix C to the prospectus contained in
         Registration Statement No. 33-70794]

    5    Opinion of Rudnick & Wolfe

    23.1 Consent of Deloitte & Touche LLP

    23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5 hereof)

    24   Power of Attorney of directors and certain officers of the Company.


Item 9.  Undertakings.  

    The undersigned registrant hereby undertakes (i) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (ii) that for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (iii) to remove from registration by
means of a post-effective amendment any of the securities being registered
<PAGE>
which remain unsold atthe termination of the offering.

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. 


    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.  

<PAGE>
                            SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Niles, State of Illinois, on July 22, 1996.

         MFRI, INC.


         By:             /s/ David Unger                                      
                             David Unger
                             Chairman of the Board and Chief
                             Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.  

    Signature                Title                               Date

    David Unger*         Director and Chairman of the 
                         Board of Directors (Principal 
                         Executive Officer)                   July 22, 1996

    Henry M. Mautner*    Director, Vice Chairman of 
                         the Board of Directors               July 22, 1996

    Gene K. Ogilvie*     Director and Vice President          July 22, 1996

    Michael D. Bennett*  Vice President, Secretary and 
                         Treasurer (Principal Financial 
                         and Accounting Officer)              July 22, 1996

    Fati Elgendy*        Director and Vice President          July 22, 1996

    Arnold F. Brookstone* Director                            July 22, 1996

    Bradley E. Mautner*  Director                             July 22, 1996

    Eugene Miller*       Director                             July 22, 1996

    Stephen B. Schwartz* Director                             July 22, 1996

*By:/s/ David Unger  Individually and as Attorney-            July 22, 1996
     David Unger     in-fact
<PAGE>
                          EXHIBIT INDEX


Exhibit No.                                                      Page No.*


4.1        1989 Stock Option Plan, as amended [Incorporated
           by reference to Exhibit 10(c) to the Annual Report
           on Form 10-K of Midwesco Filter Resources, Inc.for
           the fiscal year ended January 31, 1990 (SEC File
           No. 33-31850)]

4.2        1993 Stock Option Plan [Incorporated by reference
           to Exhibit 10.4 to Registration Statement No. 33-70794]

4.3        1994 Stock Option Plan, as amended [Incorporated
           by referenced to Exhibit 10(c) to the Annual Report
           on Form 10-K of MFRI, Inc. for the fiscal year
           ended January 31, 1994 (SEC File No. 0-18370)]

4.4        1990 Independent Directors Stock Option Plan as
           amended [Incorporated by reference to Appendix C
           to the prospectus contained in Registration Statement
           No. 33-70794]

5          Opinion of Rudnick & Wolfe 

23.1       Consent of Deloitte & Touche LLP

23.2       Consent of Rudnick & Wolfe (contained in Exhibit
           5 hereof) 

24         Power of Attorney of directors and certain officers
           of the Company 

<PAGE>
                                                        EXHIBIT 5

                [LETTERHEAD OF RUDNICK & WOLFE]
                                
                          July 22, 1996

The Board of Directors
MFRI, Inc.
7720 Lehigh Avenue
Niles, Illinois 60714

Gentlemen:

    We have examined the registration statement to be filed with the
Securities and Exchange Commission on or about July 22, 1996 for registration
under the Securities Act of 1933, as amended, of 150,000 shares of common
stock, par value $0.01 per share ("Common Stock"), of MFRI, Inc. (the
"Company") reserved for issuance upon the exercise of options granted and to
be granted pursuant to the Company's 1989 Stock Option Plan (the "1989 Plan"),
100,000 shares of Common Stock reserved for issuance upon the exercise of
options to be granted pursuant to the Company's 1993 Stock Option Plan (the
"1993 Plan"), 250,000 shares of Common Stock reserved for issuance upon
exercise of options granted or to be granted pursuant to the company's 1994
Stock Option Plan (the "1994 Plan"), as adjusted pursuant to the terms of the
1994 Plan, and 100,000 shares of Common Stock reserved for issuance upon the
exercise of options granted or to be granted pursuant to the Company's 1990
Independent Directors Stock Option Plan (the "1990 Plan").  We have examined
pertinent corporate documents and records of the Company, including
ts Certificate of Incorporation and its By-Laws, and we have made such other
examinations as we have deemed necessary or appropriate as a basis for the
opinion hereinafter expressed.  

    On the basis of the foregoing, we are of the opinion that the issuance of
the aforesaid shares of common stock to be offered by the Company pursuant to
options granted or to be granted pursuant to the 1989 Plan, 1993 Plan, 1994
Plan and the 1990 Plan has been duly authorized, and, when issued and sold
upon the terms and conditions set forth in the 1989 Plan, 1993 Plan, 1994 Plan
and the 1990 Plan and in the options granted or to be granted thereunder, such
shares will be legally issued, fully paid and non-assessable. 

    We hereby consent to the filing of this opinion as an exhibit to the
registration.  

                             Very truly yours, 

                             RUDNICK & WOLFE



                             By:    /s/ Hal M. Brown             
                                 Hal M. Brown, a partner
<PAGE>
                                                     EXHIBIT 23.1

                  INDEPENDENT AUDITORS' CONSENT


MFRI, Inc. and subsidiaries:

We consent to the incorporation by reference in this Registration Statement of
MFRI, Inc. and subsidiaries on Form S-8 of our report dated April 24, 1996,
appearing in the Annual Report on Form 10-K of MFRI, Inc. and subsidiaries
for the year ended January 31, 1996.



/s/ Deloitte & Touche LLP
Chicago, Illinois
July 22, 1996

<PAGE>
                                                       EXHIBIT 24

                        POWER OF ATTORNEY


    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of MFRI, INC., a Delaware corporation (the 
"Company"), does hereby constitute and appoint DAVID UNGER, HENRY M. MAUTNER
AND MICHAEL D. BENNETT with full power to each of them to act alone, as the
true and lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys to execute, file or
deliver any and all instruments and to do all acts and things which said 
attorneys and agents deem advisable to enable the Company to comply with the 
Securities Act of 1933, as amended, and any requirements or regulations of
the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Securities Act of shares of common stock of the
Company subject to the Company's 1989 Stock Option Plan, 1993 Stock Option
Plan, 1994 Stock Option Plan and the 1990 Independent Stock Option Plan, 
including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as a director or
officer or both, of the Company, as indicated below his signature,
to the registration statement, and any amendment, post-effective amendment, 
supplement or papers supplemental thereto, to be filed with respect to said 
shares of common stock; and each of the undersigned does hereby fully ratify 
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
Validity of this Power of Attorney will not be affected by failure to
acknowledge, witness or seal it.

    This power of attorney may be executed in two or more counterparts, each
of which shall be original and off of which shall constitute one and the same
instrument.




                  [signatures on following page]
<PAGE>
    IN WITNESS WHEREOF, each of the undersigned has subscribed these presents,
this 21st day of June, 1996.




/s/ David Unger          Director, Chairman of the Board of
David Unger              Directors and President (Principal 
                         Executive Officer)

/s/ Henry M. Mautner     Director and Vice Chairman of the 
Henry M. Mautner         Board of Directors

/s/ Gene K. Ogilvie      Director and Vice President
Gene K. Ogilvie

/s/ Fati Elgendy         Director and Vice President
Fati Elgendy

/s/ Michael D. Bennett   Vice President, Secretary and Treasurer
Michael D. Bennett       (Principal Financial and Accounting Officer)
 
/s/ Arnold F. Brookstone Director
Arnold F. Brookstone

/s/ Bradley E. Mautner   Director
Bradley E. Mautner

/s/ Eugene Miller        Director
Eugene Miller

/s/ Stephen B. Schwartz  Director
Stephen B. Schwartz
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21848}]
{"company-data": {"conformed-name": "MFRI INC", "cik": "0000914122", "assigned-sic": "3564", "irs-number": "363922969", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08767", "film-number": "96598633"}, "business-address": {"street1": "7720 LEHIGH AVE", "city": "NILES", "state": "IL", "zip": "60714", "phone": "8479661000"}, "mail-address": {"street1": "7720 LEHIGH AVE", "city": "NILES", "state": "IL", "zip": "60714"}}
As filed with the Securities and Exchange Commission on July 23, 1996
                                               Registration No. 33-        

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                                MFRI, INC.
          (Exact name of registrant as specified in its charter)

         Delaware                                              36-3922969
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification No.)

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

                          1989 STOCK OPTION PLAN

                          1993 STOCK OPTION PLAN

                          1994 STOCK OPTION PLAN

               1990 INDEPENDENT DIRECTORS STOCK OPTION PLAN
                         (Full title of the plans)

                              Mr. David Unger
                    Chairman of the Board of Directors
                                MFRI, Inc.
                            7720 Lehigh Avenue
                          Niles, Illinois  60714
                  (Name and address of agent for service)

                               (847)966-1000
       (Telephone number, including area code, of agent for service)

                                 Copy to:

                            Hal M. Brown, Esq.
                              Rudnick & Wolfe            
                         203 North LaSalle Street        
                                Suite 1800              
                         Chicago, Illinois  60601        
                              (312) 368-4012            
                       (312) 236-7516 (telecopier)
                     
                     CALCULATION OF REGISTRATION FEE

Title of each         
class of                    Proposed maximum Proposed maximum
securities to  Amount to be offering price     aggregate        Amount of
be registered   registered   per share (1)    offering price   Registration fee

Common Stock,
par value
$.01 per share     (2)           $8.00        $7,805,607          $2,691 

(1)  Pursuant to Rule 457(c) and 457(h), the registration fee has been
     calculated on the basis of the actual price per share (ranging from
     $4.44 to $8.00 per share) at which the options may be exercised with
     regard to those options for which such information is available, and
     with regard to the remaining shares, on the basis of $6.875 per share,
     the average of the high and low sale prices of the common stock on
     July 19, 1996, as reported by the Nasdaq National Market System.

(2)  Omitted pursuant to Rule 457(o).
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.

    The Company's prospectus dated January 21, 1994 filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1996, the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1996, and Item 1 of the registration
statement of the Company's predecessor on Form 8-A filed on March 13, 1990
registering common stock of the Company's predecessor under Section 12(g) of
the Securities Exchange Act of 1934 are incorporated in this registration
statement by reference.  All reports and proxy statements filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.  

    Not applicable.

Item 5.  Interests of Named Experts and Counsel.

    An opinion with respect to the legality of the shares of common stock
subject to stock options is being given by Rudnick & Wolfe, 203 N. LaSalle
Street, Chicago, Illinois, 60601, counsel for the Company.  Attorneys of that
firm who participated in the preparation of this registration statement own a
total of approximately 650 shares of the Company's common stock. 

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of
directors, officers, employees and agents against liabilities whether or not
in the circumstances such companies would have the power to indemnify against
such liabilities under the provisions of the statute.
The Company's Certificate of Incorporation and its By-Laws provide for
indemnification of its officers and directors to the full extent permitted by
Section 145 of the Delaware General Corporation Law.  

    The Company's Certificate of Incorporation eliminates, to the fullest
extent permitted by Delaware law, liability of a director to the Company or
its stockholders for monetary damages for a breach of such director's
fiduciary duty of care except for liability where a director (a) breaches
his or her duty of loyalty to the Company or its stockholders, (b) fails to
act in good faith or engages in intentional misconduct or knowing violation
of law, (c) authorizes payment of an illegal dividend or a stock repurchase
or (d) obtains an improper personal benefit.  While liability for monetary
damages has been eliminated, equitable remedies such as injunctive relief or
rescission remain available.  In addition, a director is not relieved of his
responsibilities under any other law, including the federal securities laws.  

    The Company has entered into indemnification agreements in the form
described below with each person who is currently a member of the Board of
Directors of the Company and will enter into such agreements with persons
who in the future become directors of the Company. Such indemnification
agreements provide for indemnification against any and all expenses incurred
in connection with, as well as any and all judgments, fines, and amounts paid
in settlement resulting from, any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (collectively an "Action"), by reason of the fact that such 
director is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
or other enterprise.  The indemnification agreements provide that if any
payment, advance or indemnification of the director requires that he or she
acted in good faith, in a manner he or she reasonably believed to be for or
not opposed to the best interests of the Company or without reasonable cause
to believe his or her conduct was unlawful, then it shall be presumed that he
or she so acted unless proven otherwise by clear and convincing evidence. The
indemnification agreements also provide for the advancement of all expenses,
including reasonable attorneys' fees, arising from the investigation of any
claim, preparation for the defense or defense or settlement of an Action.
The indemnification agreements authorize the Company to participate in the
defense of any action and to assume the defense thereof, with counsel who
shall be reasonably satisfactory to the director, provided that the director
shall be entitled toseparate counsel of his or her choosing if he or she
reasonably believes that (i) there exists conflicting interests between
himself or herself and the Company or other parties (the defense of whom the
Company shall have assumed) or (ii) there is any substantial likelihood that
the Company will be financially or legally unable to satisfy its obligations
under the Indemnification Agreement.  The indemnification agreements provide
that a director's rights under such contract are not exclusive of any other
indemnification rights he or she may have under any provision of law, the
Company's Certificate of Incorporation or By-laws, the vote of the Company's
stockholders or disinterested directors, other agreements or otherwise.
Item 7.  Exemption from Registration Claimed.  

    Not applicable.  

Item 8.  Exhibits.

    Exhibits filed with this Amendment

    4.1  1989 Stock Option Plan, as amended [Incorporated by reference to
         Exhibit 10(c) to the Annual Report on Form 10-K of Midwesco Filter
         Resources, Inc. for the fiscal year ended January 31, 1990
         (SEC File No. 33-31850)]

    4.2  1993 Stock Option Plan [Incorporated by reference to Exhibit 10.4 to
         Registration Statement No. 33-70794]

    4.3  1994 Stock Option Plan, as amended [Incorporated by reference to
         Exhibit 10(c) to the Annual Report on Form 10-K of MFRI, Inc. for the
         fiscal year ended January 31, 1994 (SEC File No. 0-18370)]

    4.4  1990 Independent Directors Stock Option Plan, as amended [Incorporated
         by reference to Appendix C to the prospectus contained in
         Registration Statement No. 33-70794]

    5    Opinion of Rudnick & Wolfe

    23.1 Consent of Deloitte & Touche LLP

    23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5 hereof)

    24   Power of Attorney of directors and certain officers of the Company.

Item 9.  Undertakings.  

    The undersigned registrant hereby undertakes (i) to file, during any period
in which offers or sales are being made, a post-effective amendment to this
registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; (ii) that for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (iii) to remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold atthe termination of the offering.

    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. 

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Niles, State of Illinois, on July 22, 1996.

         MFRI, INC.

         By:             /s/ David Unger                                      
                             David Unger
                             Chairman of the Board and Chief
                             Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.  

    Signature                Title                               Date

    David Unger*         Director and Chairman of the 
                         Board of Directors (Principal 
                         Executive Officer)                   July 22, 1996

    Henry M. Mautner*    Director, Vice Chairman of 
                         the Board of Directors               July 22, 1996

    Gene K. Ogilvie*     Director and Vice President          July 22, 1996

    Michael D. Bennett*  Vice President, Secretary and 
                         Treasurer (Principal Financial 
                         and Accounting Officer)              July 22, 1996

    Fati Elgendy*        Director and Vice President          July 22, 1996

    Arnold F. Brookstone* Director                            July 22, 1996

    Bradley E. Mautner*  Director                             July 22, 1996

    Eugene Miller*       Director                             July 22, 1996

    Stephen B. Schwartz* Director                             July 22, 1996

*By:/s/ David Unger  Individually and as Attorney-            July 22, 1996
     David Unger     in-fact
EXHIBIT INDEX

Exhibit No.                                                      Page No.*

4.1        1989 Stock Option Plan, as amended [Incorporated
           by reference to Exhibit 10(c) to the Annual Report
           on Form 10-K of Midwesco Filter Resources, Inc.for
           the fiscal year ended January 31, 1990 (SEC File
           No. 33-31850)]

4.2        1993 Stock Option Plan [Incorporated by reference
           to Exhibit 10.4 to Registration Statement No. 33-70794]

4.3        1994 Stock Option Plan, as amended [Incorporated
           by referenced to Exhibit 10(c) to the Annual Report
           on Form 10-K of MFRI, Inc. for the fiscal year
           ended January 31, 1994 (SEC File No. 0-18370)]

4.4        1990 Independent Directors Stock Option Plan as
           amended [Incorporated by reference to Appendix C
           to the prospectus contained in Registration Statement
           No. 33-70794]

5          Opinion of Rudnick & Wolfe 

23.1       Consent of Deloitte & Touche LLP

23.2       Consent of Rudnick & Wolfe (contained in Exhibit
           5 hereof) 

24         Power of Attorney of directors and certain officers
           of the Company
EXHIBIT 5

                [LETTERHEAD OF RUDNICK & WOLFE]
                                
                          July 22, 1996

The Board of Directors
MFRI, Inc.
7720 Lehigh Avenue
Niles, Illinois 60714

Gentlemen:

    We have examined the registration statement to be filed with the
Securities and Exchange Commission on or about July 22, 1996 for registration
under the Securities Act of 1933, as amended, of 150,000 shares of common
stock, par value $0.01 per share ("Common Stock"), of MFRI, Inc. (the
"Company") reserved for issuance upon the exercise of options granted and to
be granted pursuant to the Company's 1989 Stock Option Plan (the "1989 Plan"),
100,000 shares of Common Stock reserved for issuance upon the exercise of
options to be granted pursuant to the Company's 1993 Stock Option Plan (the
"1993 Plan"), 250,000 shares of Common Stock reserved for issuance upon
exercise of options granted or to be granted pursuant to the company's 1994
Stock Option Plan (the "1994 Plan"), as adjusted pursuant to the terms of the
1994 Plan, and 100,000 shares of Common Stock reserved for issuance upon the
exercise of options granted or to be granted pursuant to the Company's 1990
Independent Directors Stock Option Plan (the "1990 Plan").  We have examined
pertinent corporate documents and records of the Company, including
ts Certificate of Incorporation and its By-Laws, and we have made such other
examinations as we have deemed necessary or appropriate as a basis for the
opinion hereinafter expressed.  

    On the basis of the foregoing, we are of the opinion that the issuance of
the aforesaid shares of common stock to be offered by the Company pursuant to
options granted or to be granted pursuant to the 1989 Plan, 1993 Plan, 1994
Plan and the 1990 Plan has been duly authorized, and, when issued and sold
upon the terms and conditions set forth in the 1989 Plan, 1993 Plan, 1994 Plan
and the 1990 Plan and in the options granted or to be granted thereunder, such
shares will be legally issued, fully paid and non-assessable. 

    We hereby consent to the filing of this opinion as an exhibit to the
registration.  

                             Very truly yours, 

                             RUDNICK & WOLFE

                             By:    /s/ Hal M. Brown             
                                 Hal M. Brown, a partner
EXHIBIT 23.1

                  INDEPENDENT AUDITORS' CONSENT

MFRI, Inc. and subsidiaries:

We consent to the incorporation by reference in this Registration Statement of
MFRI, Inc. and subsidiaries on Form S-8 of our report dated April 24, 1996,
appearing in the Annual Report on Form 10-K of MFRI, Inc. and subsidiaries
for the year ended January 31, 1996.

/s/ Deloitte & Touche LLP
Chicago, Illinois
July 22, 1996
EXHIBIT 24

                        POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a
director or officer, or both, of MFRI, INC., a Delaware corporation (the 
"Company"), does hereby constitute and appoint DAVID UNGER, HENRY M. MAUTNER
AND MICHAEL D. BENNETT with full power to each of them to act alone, as the
true and lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys to execute, file or
deliver any and all instruments and to do all acts and things which said 
attorneys and agents deem advisable to enable the Company to comply with the 
Securities Act of 1933, as amended, and any requirements or regulations of
the Securities and Exchange Commission in respect thereof, in connection with
the registration under said Securities Act of shares of common stock of the
Company subject to the Company's 1989 Stock Option Plan, 1993 Stock Option
Plan, 1994 Stock Option Plan and the 1990 Independent Stock Option Plan, 
including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as a director or
officer or both, of the Company, as indicated below his signature,
to the registration statement, and any amendment, post-effective amendment, 
supplement or papers supplemental thereto, to be filed with respect to said 
shares of common stock; and each of the undersigned does hereby fully ratify 
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
Validity of this Power of Attorney will not be affected by failure to
acknowledge, witness or seal it.

    This power of attorney may be executed in two or more counterparts, each
of which shall be original and off of which shall constitute one and the same
instrument.

                  [signatures on following page]
IN WITNESS WHEREOF, each of the undersigned has subscribed these presents,
this 21st day of June, 1996.

/s/ David Unger          Director, Chairman of the Board of
David Unger              Directors and President (Principal 
                         Executive Officer)

/s/ Henry M. Mautner     Director and Vice Chairman of the 
Henry M. Mautner         Board of Directors

/s/ Gene K. Ogilvie      Director and Vice President
Gene K. Ogilvie

/s/ Fati Elgendy         Director and Vice President
Fati Elgendy

/s/ Michael D. Bennett   Vice President, Secretary and Treasurer
Michael D. Bennett       (Principal Financial and Accounting Officer)
 
/s/ Arnold F. Brookstone Director
Arnold F. Brookstone

/s/ Bradley E. Mautner   Director
Bradley E. Mautner

/s/ Eugene Miller        Director
Eugene Miller

/s/ Stephen B. Schwartz  Director
Stephen B. Schwartz