UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Under the Securities Exchange Act of 1934)
(Amendment No.6)*
MFRI, INC.
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(Name of Issuer)
Common
---------------------------------
(Title of Class of Securities)
552721102
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(Cusip Number)
December 31, 2013
_______________________________
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant
to which this schedule is filed:
[X] Rule 13d-1 (b)Babson Capital Management LLC
*The remainder of this cover page shall be filled out for a
reporting person's initial filing of 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.)
[Continued on the following page(s)]
Page 1 of 4 Pages
CUSIP No 552721102 Page 2 of 4 Pages
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1. Name of reporting person
S.S. or I.R.S. identification no. of above person
Babson Capital Management LLC
51-0504477
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2. Check the appropriate box if a member of a group
(a)( )
(b)( X )
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3. SEC use only
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4. Citizenship or place of organization
Delaware
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5. Sole Voting Power
0
Number of -----------------------------
shares 6. Shared Voting Power
beneficially
owned by 0
each -----------------------------
Reporting 7. Sole Dispositive Power
person
with 0
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8. Shared Dispositive Power
0
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9. Aggregate amount beneficially owned by each reporting person
0
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10. Check if the aggregate amount in row (9) excludes certain shares*
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11. Percent of class represented by amount in row 9
0%
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12. Type of Reporting person
IA
CUSIP No 552721102 Page 3 of 4 Pages
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SCHEDULE 13G
ITEM 1(A): NAME OF ISSUER:
MFRI, INC.
1(B): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7720 Lehigh Avenue
Niles, IL 60714
ITEM 2(A): NAME OF PERSON FILING:
(i) Babson Capital Management LLC as investment adviser.
ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Babson Capital Management LLC
470 Atlantic Avenue
Boston, MA 02210-2208
ITEM 2(C): CITIZENSHIP:
See Cover Page
ITEM 2(D): TITLE OF CLASS OF SECURITIES:
See Cover Page
ITEM 2(E): CUSIP NUMBER:
See Cover Page
ITEM 3: TYPE OF REPORTING PERSON:
If this statement is filed pursuant to Sections 240.13d-1 (b)
or 240.13d-2 (b) or (c), check whether the filing person is a:
(e) [x] An investment adviser in accordance with
Section 240.13d-1 (b) (1) (ii) (E)
ITEM 4: OWNERSHIP:
See Cover Page
CUSIP No 552721102 Page 4 of 4 Pages
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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 per cent 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:
BABSON CAPITAL MANAGMENT LLC CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and held
in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purpose 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 08, 2014
Babson Capital Management LLC
Signature: // Melissa LaGrant //
Name/Title: Melissa LaGrant
Managing Director