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, Bradley E. Mautner, Fati Elgendy and Michael D. Bennett with full
  power  of  substitution and resubstitution to each of said attorneys,  to
 execute, file  or  deliver  any  and all instruments and to do any and all
 acts and things which said attorneys  and  agents,  or  any  of them, 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   thereto,   in  connection  with  the
 registration under said Securities Act of the sale  of  shares  of  common
  stock of the Company by certain stockholders of the Company, which shares
 are to be issued by the Company in connection with the merger of Midwesco,
 Inc.,  an  Illinois  corporation, and the Company, including specifically,
 but without limitation  of the general authority hereby granted, the power
 and authority to sign his  or her name as director or officer, or both, of
 the Company, as indicated below  opposite  his  or  her  signature, to the
  registration  statements  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 one of them,
 or the substitute of any of them, shall do or cause to be done  by  virtue
 hereof.

     IN  WITNESS  WHEREOF,  each  of  the  undersigned has subscribed these
 presents, this 14th day of February, 1997.

     SIGNATURE                          TITLE

     /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  Board
 of
     Henry M. Mautner              Directors

     /S/ GENE K. OGILVIE           Director and Vice President
     Gene K. Ogilvie

     /S/ MICHAEL D. BENNETT        Vice President, Secretary and Treasurer
     Michael D. Bennett            (Principal   Financial   and  Accounting
                                   Officer)

     /S/ FATI ELGENDY              Director and Vice President
     Fati Elgendy

     /S/ DON GRUENBERG             Director and Vice President
     Don Gruenberg

     /S/ BRADLEY E. MAUTNER        Director and Vice President
     Bradley E. Mautner

     /S/ EUGENE MILLER             Director
     Eugene Miller