SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MFRI, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
55272 11 02
(CUSIP Number)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
1 NAME OF REPORTING PERSON Midwesco, Inc. (By MFRI, Inc., as successor)
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 36-3922969
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION State of Illinois
NUMBER OF
SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY
OWNED AS OF 6 SHARED VOTING POWER 0
DECEMBER 31, 1996
BY EACH 7 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%
12 TYPE OF REPORTING PERSON* CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a) Name of Issuer:
MFRI, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
7720 North Lehigh Avenue
Niles, Illinois 60714
Item 2(a) Name of Person Filing:
Midwesco, Inc. (by MFRI, Inc., successor)
(b) Address of Principal Office or, if none, Residence:
7720 North Lehigh Avenue
Niles, Illinois 60714
(c) Citizenship:
Illinois
(d) Title of Class of Securities:
Common Stock, par value $.01 per share
(e) CUSIP Number:
55272 11 02
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in Section 3(a)(6) of the Act
(c) Insurance Company as defined in Section 3(a)(19) of the Act
(d) Investment Company registered under Section 8 of the Investment
Company Act
(e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see '240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with
'240.13d-1(b)(1)(ii)(G)
(h) Group, in accordance with '240.13d-1(b)(1)(ii)(H)
Item 4. Ownership.
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount Beneficially Owned:
0
(b) Percent of Class:
0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
0
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the disposition of
0
(iv) shared power to dispose or to direct the disposition of
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following : X.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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.
Date: January 15, 1997
MIDWESCO, INC.
By: MFRI, INC., as successor to Midwesco, Inc.
By: /s/_____________________
Name: Michael D. Bennett
Its: Vice President
