8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported):                                         June 6, 2008                                

INSITUFORM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10786	13-3032158
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17988 Edison Avenue, Chesterfield, Missouri	63005
(Address of principal executive offices)	(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:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Form 8-K/A amends the Current Report on Form 8-K that Insituform Technologies, Inc. (the “Company”) filed with the Securities and Exchange Commission on June 12, 2008 (the “Original Form 8-K”) in connection with the resignation of Nickolas W. Vande Steeg as a director of the Company.

Item 5.02.                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported on the Original Form 8-K, on June 6, 2008, Nickolas W. Vande Steeg tendered his resignation from the Board of Directors of Insituform Technologies, Inc. (the “Company”).  At such time, Mr. Vande Steeg indicated that, upon review of his prior commitments, he would not be able to devote the time or attention necessary to serve as a director of the Company.

Subsequent to his resignation, Mr. Vande Steeg sent a letter to Alfred L. Woods, the Company’s Chairman of the Board, via e-mail correspondence dated June 17, 2008 (the “June 17 Letter”) that set forth the reasons for his resignation.  In the June 17 Letter, Mr. Vande Steeg stated that the Board was attempting to circumvent his actions to pursue a “shareholder mandate” by requiring him to abide by and acknowledge the Company’s Code of Conduct.  Mr. Vande Steeg further stated that the Company’s Code of Conduct would have prevented him from communicating with the Company’s key operating management and stockholders.

Mr. Vande Steeg also stated in the June 17 Letter that his requests to reschedule Board meeting dates to accommodate scheduling conflicts with the other boards on which he serves, to schedule visits with the Company’s Chief Executive Officer and other management, to prepare a list of actionable issues (with expected financial results) that would be addressed by the management during the next six months and to utilize consultants were not favorably received, dismissed and/or ignored by the Board.

The full text of the June 17 Letter is attached as Exhibit 99.1 hereto and incorporated by reference.

On June 17, 2008, Mr. Woods sent a response (the “Response Letter”) to Mr. Vande Steeg’s June 17 Letter and notified Mr. Vande Steeg that the correspondence between Mr. Vande Steeg and Mr. Woods would be filed with the Securities and Exchange Commission.  Mr. Woods’ Response Letter is filed herewith under Item 8.01 and is attached as Exhibit 99.2 hereto and incorporated by reference.

Item 8.01.                      Other Events.

On June 17, 2008, the Company issued a press release announcing that its Chairman of the Board, Alfred L. Woods, sent a letter to Nickolas W. Vande Steeg in response to Mr. Vande Steeg’s June 17 Letter.

In the Response Letter, Mr. Woods informed Mr. Vande Steeg that he was surprised and disappointed to receive the June 17 Letter eleven days after Mr. Vande Steeg’s resignation on June 6, 2008.  Mr. Woods stated to Mr. Vande Steeg that at all times the Board dealt with Mr. Vande Steeg in a fair, amicable and professional manner.  Mr. Woods referred to his sole telephone conversation and subsequent e-mail correspondence regarding the Board’s willingness to work with Mr. Vande Steeg to reschedule Board meetings to accommodate Mr. Vande Steeg’s schedule and to arrange for Mr. Vande Steeg to meet with the Company’s Chief Executive Officer and other management and to visit the Company’s headquarters and field operations.  Mr. Woods stated that at no time did the Board ignore or object to these or any other requests made by Mr. Vande Steeg.

Mr. Woods reminded Mr. Vande Steeg that the Board made every effort to welcome Mr. Vande Steeg and assured Mr. Vande Steeg of the importance of Mr. Vande Steeg’s participation on the Board, including the Board’s request that Mr. Vande Steeg serve on its Strategic Planning Committee.  Mr. Woods further expressed his regret and disappointment that Mr. Vande Steeg elected to resign without attending a single Board meeting or meeting any of the Company’s other directors or management.

Mr. Woods also informed Mr. Vande Steeg that the written acknowledgment of the Company’s Code of Conduct was required of every director, officer and employee, as required by the Nasdaq Stock Market, and the request that Mr. Vande Steeg execute an acknowledgment of the Code of Conduct was typical, customary and required by law and in line with his fiduciary duties as a director.

The full text of the Response Letter, the June 17, 2008 press release and the correspondence between Mr. Woods and Mr. Vande Steeg are attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively, and incorporated by reference.

Item 9.01.                      Financial Statements and Exhibits.

(d)           The following exhibits are filed as part of this report:

Exhibit	Description
99.1	Letter from Nickolas W. Vande Steeg to Alfred L. Woods dated June 17, 2008
99.2	Letter from Alfred L. Woods to Nickolas W. Vande Steeg dated June 17, 2008
99.3	Press Release of Insituform Technologies, Inc. dated June 17, 2008
99.4	E-mail correspondence between Alfred L. Woods and Nickolas W. Vande Steeg

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.

 By:       /s/ David F. Morris   

      David F. Morris

 Senior Vice President, General Counsel and

  Chief Administrative Officer

Date:  June 19, 2008

INDEX TO EXHIBITS

The attached exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Exhibit	Description
99.1	Letter from Nickolas W. Vande Steeg to Alfred L. Woods dated June 17, 2008
99.2	Letter from Alfred L. Woods to Nickolas W. Vande Steeg dated June 17, 2008
99.3	Press Release of Insituform Technologies, Inc. dated June 17, 2008
99.4	E-mail correspondence between Alfred L. Woods and Nickolas W. Vande Steeg

EX-99.1

Exhibit 99.1

From: nick vande steeg [mailto:nvan43@verizon.net]

Sent: Tuesday, June 17, 2008 1:44 AM

To: awoods1066@worldnet.att.net

Cc: Matt Diserio

Subject: Re: Insituform Board of Directors Resignation Letter

Dear Al

 After lengthy telecon discussions with you it became evident to me that simply serving as a traditional Director at Insituform would make it impossible for me to work effectively to assist in transition of  the company in a manner consistent with the mandate requested by the shareholders who elected me.

  My requests to utilize consultants with whom I have a long and effective working relationship and who specialize in "Lean" and "Strategy Deployment" were not favorably received and ignored. Furthermore , my offer to schedule a week in August to meet with the new CEO, Joe Burgess, and other staff members to begin a transition process was also ignored. My request for a list of actionable issues with expected financial results, which would be addressed by management during the next 6 months was also summarily dismissed.

   Additionally I felt I was being circumvented from actively pursuing the Shareholder's Mandate by signing the Board's Code of Ethics that I was requested to sign before serving as a Director.This signing would have prohibited me from communicating openly and directly with the company's key operating management and shareholders.                                                                                                                                                                        &# 160;      

In my opinion, simply serving as a Director at Insituform in this type of unfocused (Traditional Form) will not serve the Company or it's shareholders in the manner consistent with the Shareholder Mandate requiring substantive transition.                                                                                                                                                                  

While it is true that the BOD schedule of meetings was often conflicting with other Boards I serve, there seemed to be little regard for substantive date accommodation. However the scheduling conflicts became a moot point as it became increasingly obvious that the need for significant change was not considered to be a compelling issue and that attending Board meetings would not accomplish significant progress on operating problems and issues with a near term "Results Driven" bias consistent with the Company's shareholders objectives.                                                                                                                                                                         0;         

Any Strategy that resembles "Business as Usual "or "Status Quo" will not be favorably received by shareholders and is patently unsatisfactory to those who I was elected to serve.                                                              I implore you and the other BOD members to take very seriously the Mandate for "near term" business transition  and to actively guide management (using outside consultant's) to attain or exceed peer group "results driven" financial parity over both the near term and long term !                                                                                           For the above reasons I hereby tender my resignation as a Director.

EX-99.2

Exhibit 99.2

June 17, 2008

VIA E-MAIL (nvan43@verizon.net)

AND U.S. FIRST CLASS MAIL

Nickolas W. Vande Steeg

P.O. Box 620865

Las Vegas, Nevada 89162-0865

Dear Nick,

I was surprised and disappointed to receive your communication this morning in which you recharacterized the reasons for your resignation as a director of Insituform Technologies a full eleven days after your actual resignation from the Board.  At the time of your June 6 resignation, you stated:

“After careful review of the Directors handbook including scheduled meetings for 2008 and 2009, I regretfully must decline the offer to serve as a Director of the company.  I take serving in this capacity very seriously and after review, am convinced that I could not serve in a manner equal to the assignment. Best wishes to you and the Company.”

On this basis, we filed a Form 8-K on June 12 (as required under the federal securities laws) disclosing that you had tendered your resignation as a director of the Company for the reasons you gave in your above communication.  We did not issue a press release on the issue or editorialize publicly in any manner on your decision.

I feel compelled to respond to this second communication from you, which I understand has been issued as a press release by Water Asset Management.  From your election as a director of the Company, we dealt with you in a fair, amicable and professional manner.  During our only telephone conversation on Friday, May 30, you indicated your personal conflicts with our previously scheduled Board meetings.  In an e-mail dated Monday, June 2, I indicated a willingness to work to reschedule the December Board meeting to accommodate your schedule.  I also informed you that I sent you the notice of the June 11 telephonic Board meeting.  In addition, I asked our general counsel to forward you a copy of the Directors Handbook and indicated that we were anxious to arrange for you to meet with management and to visit our headquarters and field operations.

Your response later on June 2, you tentatively proposed meeting with management “probably late August or Sept.”  You also suggested to me that you would like to bring to these meetings the CEO of Lean Horizons as well as a “Shareholder.”   The next correspondence I received from you was your resignation from the Board on Friday, June 6.  At no time did we make any objection to nor did we ignore your requests to meet with Joe Burgess and other members of management or to your bringing the CEO of Lean Horizons or a “Shareholder” to any meetings or any other requests.  For you to suggest otherwise is completely contrary to the facts.

Nickolas W. Vande Steeg

June 17, 2008

Page 2

In fact, we made every effort to welcome you to the Board and assured you that your participation on the Board was very important to the Company given the circumstances of your election.  Our Board invited you to serve on its Strategic Planning Committee, the key Committee dealing with the Company’s business strategy and initiatives.  As indicated in my e-mail to you on Monday, June 9, we were disappointed to receive your resignation.  I reiterated that we welcomed your participation on the Board and regretted your decision not to serve.  I even asked you to reconfirm your decision to resign so as to be certain that we were interpreting your correspondence correctly, which you did in an e-mail on June 9.

Your allegations of unfavorable treatment are unfounded and regrettably were made without your attending a single Board meeting or meeting any of our other directors or management.  You elected to resign three business days before our June 11 telephonic Board meeting, the first meeting following the Annual Meeting.

We are puzzled by your assertion that you were being “circumvented from actively pursuing the Shareholder’s Mandate by signing the Board’s Code of Ethics.”  The Company’s Code of Conduct and the enforcement mechanism of having all directors, officers and employees execute an acknowledgment of the Code of Conduct every two years is a requirement of the Nasdaq Stock Market.  There is no special exception, as you seem to be asserting, in the Nasdaq rules, the federal securities laws or Delaware law from the fiduciary duty of directors to all stockholders or any recognition of a non-“Traditional Form” director as you have characterized yourself.  The execution of the certification has been required of every director since the implementation of the Code of Conduct in 2002.  A request that you do the same was typical, customary and required by law, as you must know from your service on other public company boards.

Now that we have received your further communication on the reasons for your resignation, we are required to file your communication on a Form 8-K, which we will do.  We will also file this letter as well as the e-mails evidencing our prior communications to be certain that the public record is accurate on these issues.

Very truly yours,

Alfred L. Woods

Chairman of the Board

EX-99.3

Exhibit 99.3

For More Information,

Contact

David A. Martin, Insituform

636-530-8033

For Immediate Release

INSITUFORM RESPONDS TO NICKOLAS VANDE STEEG LETTER

CHESTERFIELD, MO, JUNE 17, 2008 – Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) today announced that Alfred L. Woods, the company’s Chairman of the Board, sent a letter to Nickolas W. Vande Steeg in response to Mr. Vande Steeg’s letter dated June 17, 2008.

The Board of Directors of Insituform remains committed to adding additional highly-qualified directors to the Board, including a qualified individual to replace Mr. Vande Steeg.

The complete text of Mr. Woods’ letter follows:

June 17, 2008

VIA E-MAIL (nvan43@verizon.net)

AND U.S. FIRST CLASS MAIL

Nickolas W. Vande Steeg

P.O. Box 620865

Las Vegas, Nevada 89162-0865

Dear Nick,

I was surprised and disappointed to receive your communication this morning in which you recharacterized the reasons for your resignation as a director of Insituform Technologies a full eleven days after your actual resignation from the Board.  At the time of your June 6 resignation, you stated:

“After careful review of the Directors handbook including scheduled meetings for 2008 and 2009, I regretfully must decline the offer to serve as a Director of the company.  I take serving in this capacity very seriously and after review, am convinced that I could not serve in a manner equal to the assignment. Best wishes to you and the Company.”

On this basis, we filed a Form 8-K on June 12 (as required under the federal securities laws) disclosing that you had tendered your resignation as a director of the Company for the reasons you gave in your above communication.  We did not issue a press release on the issue or editorialize publicly in any manner on your decision.

I feel compelled to respond to this second communication from you, which I understand has been issued as a press release by Water Asset Management.  From your election as a director of the Company, we dealt with you in a fair, amicable and professional manner.  During our only telephone conversation on Friday, May 30, you indicated your personal conflicts with our previously scheduled Board meetings.  In an e-mail dated Monday, June 2, I indicated a willingness to work to reschedule the December Board meeting to accommodate your schedule.  I also informed you that I sent you the notice of the June 11 telephonic Board meeting.  In addition, I asked our general counsel to forward you a copy of the Directors Handbook and indicated that we were anxious to arrange for you to meet with management and to visit our headquarters and field operations.

Your response later on June 2, you tentatively proposed meeting with management “probably late August or Sept.”  You also suggested to me that you would like to bring to these meetings the CEO of Lean Horizons as well as a “Shareholder.”   The next correspondence I received from you was your resignation from the Board on Friday, June 6.  At no time did we make any objection to nor did we ignore your requests to meet with Joe Burgess and other members of management or to your bringing the CEO of Lean Horizons or a “Shareholder” to any meetings or any other requests.  For you to suggest otherwise is completely contrary to the facts.

In fact, we made every effort to welcome you to the Board and assured you that your participation on the Board was very important to the Company given the circumstances of your election.  Our Board invited you to serve on its Strategic Planning Committee, the key Committee dealing with the Company’s business strategy and initiatives.  As indicated in my e-mail to you on Monday, June 9, we were disappointed to receive your resignation.  I reiterated that we welcomed your participation on the Board and regretted your decision not to serve.  I even asked you to reconfirm your decision to resign so as to be certain that we were interpreting your correspondence correctly, which you did in an e-mail on June 9.

Your allegations of unfavorable treatment are unfounded and regrettably were made without your attending a single Board meeting or meeting any of our other directors or management.  You elected to resign three business days before our June 11 telephonic Board meeting, the first meeting following the Annual Meeting.

We are puzzled by your assertion that you were being “circumvented from actively pursuing the Shareholder’s Mandate by signing the Board’s Code of Ethics.”  The Company’s Code of Conduct and the enforcement mechanism of having all directors, officers and employees execute an acknowledgment of the Code of Conduct every two years is a requirement of the Nasdaq Stock Market.  There is no special exception, as you seem to be asserting, in the Nasdaq rules, the federal securities laws or Delaware law from the fiduciary duty of directors to all stockholders or any recognition of a non-“Traditional Form” director as you have characterized yourself.  The execution of the certification has been required of every director since the implementation of the Code of Conduct in 2002.  A request that you do the same was typical, customary and required by law, as you must know from your service on other public company boards.

Now that we have received your further communication on the reasons for your resignation, we are required to file your communication on a Form 8-K, which we will do.  We will also file this letter as well as the e-mails evidencing our prior communications to be certain that the public record is accurate on these issues.

Very truly yours,

Alfred L. Woods

Chairman of the Board

#   #   #

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.

Insituform®, the Insituform® logo and Clean water for the world®are the registered trademarks of Insituform Technologies, Inc. and its affiliates.

EX-99.4

Exhibit 99.4

From: Alfred L. Woods [mailto:awoods1066@worldnet.att.net]

Sent: Tuesday, May 27, 2008 5:01 PM

To: Nickolas W Vande Steeg (nvan43@verizon.net)

Subject: Welcome & Congratulations

Mr. Vande Steeg,

My name is Al Woods and I am on the Board of Insituform Technologies.  I write to both congratulate you on your election to the Board and welcome you to Insituform.

We are eager for you to begin your service, and in that regard, would like to organize an opportunity for us to chat and for me to answer any questions that you may have.  It would be helpful if you would provide a couple of days and times this week that you would be available.  I am also requesting that you provide a complete set of contact information; as you know we are obligated to file a form 4 regarding your directorship.

Thank you and I look forward to hearing from you.

Al Woods

From: Alfred L. Woods [mailto:awoods1066@worldnet.att.net]

Sent: Monday, June 02, 2008 5:10 AM

To: Nickolas W Vande Steeg (nvan43@verizon.net)

Subject: Insituform Board of Directors

Nick,

I enjoyed the opportunity to speak with you this past Friday.  I have taken a close look at the scheduling issues that we discussed.  It is entirely possible that we may be able to move the December meeting to accommodate your scheduling conflict; I will examine scheduling alternatives with the other directors and remain confident that this issue will be resolved.  Regarding the July meeting, at this point I do not foresee an ability to modify that scheduling.

As we discussed the Board is scheduled for a telephonic meeting on June 11th.  I have forward a copy of that meeting notice to your attention.  I have notified David Morris to add your contact information to our directory and to insure that you receive all future notices and mailings.

I have also asked David to insure that you receive a copy of the Directors Handbook.

Please take a look at your calendar and determine when you might be available for visits with management and field operations.  Please feel free to contact me should you have questions.

Regards,

Al

From: nick vande steeg [mailto:nvan43@verizon.net]

Sent: Monday, June 02, 2008 3:16 PM

To: awoods1066@worldnet.att.net

Cc: Nikki Proost

Subject: Re: Insituform Board of Directors

Al , it was good talking to you as well. My meeting with Management (probably late August or Sept ) should be utilized for getting acquainted but also for a time of sharing some Shareholder expectations and my experiences in getting the kind of results they have requested.As discussed I would like to bring the CEO of Lean Horizons with me to explain in some detail how Strategic Plans are implemented in some very good companies. I would also like to bring a Shareholder along to validate that we are truly in the process of transformation. Since the July  Insituform BOD date is firm , which conflicts with 2 BOD meetings  on my end , I will not be able to attend but will be attending the October meeting and Dec. meeting if you can move the Dec. date. Please have the person making travel arrangements contact Nikki Proost to get a head start on a travel itinerary. Please let all interested parties know that the Shareholders have been very clear about their mandate for a transformed company . Therefore it would be good to get a list of actionable issues  with expected financial results , that will be addressed by Management in the next 6 months.

----- Original Message ----

From: Alfred L. Woods <awoods1066@worldnet.att.net>

To: Nickolas W Vande Steeg <nvan43@verizon.net>

Sent: Monday, June 2, 2008 3:09:35 AM

Subject: Insituform Board of Directors

Nick,

I enjoyed the opportunity to speak with you this past Friday.  I have taken a close look at the scheduling issues that we discussed.  It is entirely possible that we may be able to move the December meeting to accommodate your scheduling conflict; I will examine scheduling alternatives with the other directors and remain confident that this issue will be resolved.  Regarding the July meeting, at this point I do not foresee an ability to modify that scheduling.

As we discussed the Board is scheduled for a telephonic meeting on June 11th.  I have forward a copy of that meeting notice to your attention.  I have notified David Morris to add your contact information to our directory and to insure that you receive all future notices and mailings.

I have also asked David to insure that you receive a copy of the Directors Handbook.

Please take a look at your calendar and determine when you might be available for visits with management and field operations.  Please feel free to contact me should you have questions.

Regards,

Al

-----Original Message-----

From: nvan43@Verizon.net [mailto:nvan43@Verizon.net]

Sent: Monday, June 09, 2008 9:36 PM

To: awoods1066@worldnet.att.net

Subject: Re: Insituform Board of Directors

Yes , consider this a resignation.

Sent from my Verizon Wireless BlackBerry

-----Original Message-----

From: "Alfred L. Woods" <awoods1066@worldnet.att.net>

Date: Mon, 09 Jun 2008 15:19:44

To:<nvan43@Verizon.net>

Subject: RE: Insituform Board of Directors

Nick,

Sorry for the delayed response to your e-mail.  I do not know if you recall my mentioning during our recent conversation that I was scheduled for a surgical procedure that would have me out-of-pocket until this week.

I was disappointed to receive your e-mail in which you indicated that you must decline the offer to serve as a director of Insituform.  As I have mentioned to you, given shareholders' support for your election as a director, the Board of Directors would have welcomed your participation on the Board, and the Board regrets that you have concluded you are unable to serve.

As a technical matter, since you have been elected as a director by the

stockholders, I interpret your e-mail as a resignation from that position.  I would appreciate an e-mail confirmation that this understanding is correct.

I appreciate your best wishes for Insituform and wish you success in your future endeavors.

Regards,

Al

-----Original Message-----

From: nvan43@Verizon.net [mailto:nvan43@Verizon.net]

Sent: Friday, June 06, 2008 7:08 PM

To: awoods1066@worldnet.att.net

Subject: Re: Insituform Board of Directors

After careful review of the Directors handbook including scheduled meetings for 2008 and 2009 , I regretfully must decline the offer to serve as a Director of the company. I take serving in this capacity very seriously and after review , am convinced I could not serve in a manner equal to the assignment. Best wishes to you and the company!

Sent from my Verizon Wireless BlackBerry

-----Original Message-----

From: "Alfred L. Woods" <awoods1066@worldnet.att.net>

Date: Mon, 02 Jun 2008 05:09:35

To:"Nickolas W Vande Steeg" <nvan43@verizon.net>

Subject: Insituform Board of Directors

Nick,

I enjoyed the opportunity to speak with you this past Friday.  I have taken a close look at the scheduling issues that we discussed.  It is entirely possible that we may be able to move the December meeting to accommodate your scheduling conflict; I will examine scheduling alternatives with the other directors and remain confident that this issue will be resolved. Regarding the July meeting, at this point I do not foresee an ability to modify that scheduling.

As we discussed the Board is scheduled for a telephonic meeting on June

11th.  I have forward a copy of that meeting notice to your attention.  I have notified David Morris to add your contact information to our directory and to insure that you receive all future notices and mailings.

I have also asked David to insure that you receive a copy of the Directors Handbook. 

Please take a look at your calendar and determine when you might be

available for visits with management and field operations.  Please feel free to contact me should you have questions.

Regards,

Al