DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   January 28, 2008

____________________

INSITUFORM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware                                

(State or other jurisdiction of incorporation)

0-10786                                 (Commission File Number)	13-3032158 (IRS Employer Identification No.)
17988 Edison Avenue, Chesterfield, Missouri (Address of principal executive offices)	63005                                            (Zip Code)

Registrant’s telephone number, including area code:  (636) 530-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On January 28, 2008, Insituform Technologies, Inc. (the “Company”) issued a press release reporting that it had received a notice from TRF Master Fund (Cayman) LP for the nomination of five individuals to the Company’s Board of Directors at the 2008 annual meeting of stockholders.

A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits

99.1 Press Release of Insituform Technologies, Inc. dated January 28, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INSITUFORM TECHNOLOGIES, INC.

Date:  January 28, 2008                By:  /s/ David F. Morris

                                                                                                                       David F. Morris

Senior Vice President, General Counsel and

              Chief Administrative Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Insituform Technologies, Inc. dated January 28, 2008.

EX-99.1

Exhibit 99.1

 

For More Information Contact:

Insituform Technologies, Inc. Media Contact:

David F. Morris

Senior Vice President, General Counsel and Chief Administrative Officer

(636) 530-8020

Insituform Technologies, Inc. Investor Relations Contact:

David A. Martin

Vice President and Chief Financial Officer

(636) 530-8033

INSITUFORM TECHNOLOGIES, INC. CONFIRMS RECEIPT OF DIRECTOR NOMINATIONS

CHESTERFIELD, MO, JANUARY 28, 2008– Insituform Technologies, Inc. (NASDAQ: INSU) today confirmed that it has received notice from a stockholder, TRF Master Fund (Cayman) LP, of its nomination of five individuals to stand for election to the Board of Directors of Insituform Technologies, Inc. at the Company’s 2008 Annual Meeting.  The notice also includes a proposal to amend the Company’s bylaws to set the size of the Company’s Board of Directors at six.

The Board will review the nominations and proposed bylaw amendment and consider the proposals in light of the best interests of all stockholders of the Company.

About Insituform Technologies, Inc.

Insituform Technologies, Inc. is a leading worldwide provider of proprietary technologies and services for rehabilitating sewer, water and other underground piping systems without digging or disruption. More information about Insituform is available on its Internet site at www.insituform.com.

Important Information

Insituform Technologies, Inc. and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Insituform Technologies, Inc. in connection with the Company’s 2008 annual meeting of stockholders.  Information concerning the interests of participants in the solicitation of proxies will be included in any proxy statement filed by Insituform Technologies, Inc. in connection with the Company’s 2008 annual meeting of stockholders.  In addition, Insituform Technologies, Inc. files annual, quarterly and current reports with the Securities and Exchange Commission (the “SEC”).  The proxy statements and other reports, when available, can be obtained free of charge at the SEC’s web site at www.sec.gov or from Insituform Technologies, Inc. at www.insituform.com.  Insituform Technologies, Inc.’s stockholders are advised to read carefully any proxy statement filed in connection with the Company’s 2008 annual meeting of stockholders when it becomes available before making any voting or investment decision.  The Company’s proxy statement will also be available for free by writing to Insituform Technologies, Inc., Attention: General Counsel, 17988 Edison Avenue, Chesterfield, Missouri 63005.

###

Insituform® and the Insituform® logo are registered trademarks of Insituform Technologies, Inc. and its affiliates.