SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OBUS NELSON

(Last)

(First)

(Middle)

450 SEVENTH AVE

(Street)

NEW YORK

10123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAYNE CHRISTENSEN CO [ LAYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	05/23/2005		S		50,000	D	$15.02	319,406⁽¹⁾	I	By Wynnefield Partners Small Cap Value, L.P. I⁽²⁾
Common Stock, $0.01 par value per share	05/23/2005		S		43,700	D	$15.02	264,958⁽³⁾	I	By Wynnefield Partners Small Cap Value, L.P.⁽⁴⁾
Common Stock, $0.01 par value per share	05/23/2005		P		93,700	A	$15.02	272,700⁽⁵⁾	I	By Wynnefield Small Cap Value Offshore Fund, Ltd.⁽⁶⁾
Common Stock, $0.01 par value per share	09/12/2005		S		34,300	D	$25.7452	230,658	I	By Wynnefield Partners Small Cap Value, L.P.⁽⁴⁾
Common Stock, $0.01 par value per share								280	I	By Channel Partnership II, L.P.⁽⁷⁾
Common Stock, $0.01 par value per share								10,000	I	By Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the number of securities beneficially owned by the Reporting Person following the sale of the securities by Wynnefield Partners Small Cap Value, L.P. I, a Delaware limited partnership ("Partners I") to Wynnefield Small Cap Value Offshore Fund, Ltd., a Cayman Islands company (the "Fund"), both of which are affiliates of Mr. Obus.

2. The reported securities are owned by Partners I. Wynnefield Capital Management, LLC, a New York limited liability company ("Capital LLC"), is the sole general partner of Partners I. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners I, Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners I. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. Reflects the number of securities beneficially owned by the Reporting Person following the sale of the securities by Wynnefield Partners Small Cap Value, L.P., a Delaware limited partnership ("Partners L.P."), to the Fund, both of which are affiliates of Mr. Obus.

4. The reported securities are owned by Partners L.P. Capital LLC is the sole general partner of Partners L.P. Mr. Obus is a co-managing member of Capital LLC, and by virtue of his positions with Capital LLC and Partners L.P., Mr. Obus has the shared power to vote and dispose of the reported securities owned by Partners L.P. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. Reflects the number of securities beneficially owned by the Reporting Person following the purchase of the securities by the Fund from Partners I and Partners L.P., all of which are affiliates of Mr. Obus.

6. The reported securities are owned by the Fund. Wynnefield Capital, Inc., a Delaware corporation ("Capital Inc."), is the sole investment manager of the Fund. Mr. Obus is a co-principal executive officer of Capital Inc., and by virtue of his positions with Capital Inc. and the Fund, Mr. Obus has the shared power to vote and dispose of the reported securities owned by the Fund. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

7. The reported securities are owned by Channel Partnership II, L.P., a New York limited partnership ("Channel"). Mr. Obus is the general partner of Channel, and by virtue of his position with Channel, Mr. Obus has the power to vote and dispose of the reported securities owned by Channel. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

8. The reported securities are owned by Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan (the "Plan"). Mr. Obus has the authority to direct the voting and the disposition of the reported securities owned by the Plan. Mr. Obus disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ Nelson Obus	09/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.