8-K

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):October 23, 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))

Item 2.02.                      Results of Operations and Financial Condition.

The Company issued an earnings release on October 23, 2008, to announce its financial results for the quarter ended Septemer 30, 2008.  A copy of the October 23, 2008 earnings release is furnished herewith as Exhibit 99.1.  On October 24, 2008 the Company held a conference call in connection with its October 23, 2008 earnings release.  A transcript of the conference call is furnished herewith as Exhibit 99.2.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01.	Financial Statements and Exhibits.
	(d)	The following exhibits are filed as part of this report:

Exhibit Number	Description
99.1	Earnings Release of Insituform Technologies, Inc., dated October 23, 2008, filed herewith.
99.2	Transcript of Insituform Technologies, Inc.’s October 24, 2008 conference call, filed herewith.

*           *           *

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:   October 29, 2008

INDEX TO EXHIBITS

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

Exhibit	Description
99.1	Earnings Release of Insituform Technologies, Inc., dated October 23, 2008.
99.2	Transcript of Insituform Technologies, Inc.’s October 24, 2008 conference call.

EX-99.1

Exhibit 99.1

Insituform Technologies, Inc. Reports 66% Improvement in Third Quarter 2008 Income from Continuing Operations from Third Quarter 2007

Chesterfield, MO – October 23, 2008 – Insituform Technologies, Inc. (Nasdaq Global Select Market: INSU) today reported third quarter income from continuing operations of $7.8 million, or $0.28 per diluted share, representing a 66.5 percent increase from the third quarter of 2007, when income from continuing operations was $4.7 million, or $0.17 per diluted share.

For the first nine months of 2008, income from continuing operations was $13.7 million, or $0.49 per diluted share, compared to $3.8 million, or $0.14 per diluted share, in the first nine months of 2007.

In the third quarter of 2008, discontinued operations reported a net loss of $1.1 million, or $0.04 per diluted share, relating primarily to legal costs incurred in the pursuit of certain project and other business claims and an unfavorable adjustment to a previously recorded contract claim that was resolved during the third quarter of 2008.

Third quarter net income was $6.7 million, or $0.24 per diluted share.  This compares to $4.5 million, or $0.16 per diluted share, for the third quarter of 2007.  For the first nine months of 2008, net income was $12.0 million, or $0.43 per diluted share, compared to a net loss of $7.6 million, or $0.28 per share, in the first nine months of 2007.  In the first quarter of 2007, the Company announced the closure of its tunneling business and recorded pre-tax charges of $16.8 million, or $11.8 million after-tax, an impact of $0.43 per diluted share.

Joe Burgess, President and Chief Executive Officer, commented, “These results are indicative of the real progress that has been made in our North American Sewer Rehabilitation operations over the past months.  We are delivering stronger operating profits due to our intense focus on project execution and the reduction of our fixed cost base in our field operations.  Our Energy and Mining business, previously known as Tite Liner®, contributed significantly to our success again this quarter, with 31 percent top- and bottom-line growth from last year.  I continue to strongly believe that there is significant opportunity for growth and strong returns on investment in the oil and gas services sector, and we are positioning the Company to take advantage of these opportunities.”

“I am also very satisfied with the progress we are making in our Indian joint venture, with $21 million of recently announced new project awards, coupled with $35 million in previously awarded work.  We expect business will be a solid contributor to our profits in 2009.  Our Insituform Blue® water pipeline rehabilitation business has made solid progress and contributed modest operating profits during the third quarter.  We also have made significant strides during 2008 in setting a strategic path forward for Insituform to achieve stronger and more consistent financial performance and better returns for our stockholders.”

“Beginning with this press release, we are providing expanded disclosure of our business segmentation.  We have realigned our financial reporting into five reportable business segments – North American Sewer Rehabilitation, European Sewer Rehabilitation, Asia-Pacific Sewer Rehabilitation, Water Rehabilitation, and Energy and Mining.  The first four reportable segments were previously aggregated as our Rehabilitation segment.   Our previous Tite Liner reportable segment has been renamed Energy and Mining.   We believe that this expanded segment disclosure will provide much improved transparency into our business and greater insight into our results.  We also believe that this segmentation will be helpful in articulating our strategic direction to our investors.  Our Form 10-Q for the third quarter will include all our segment disclosures under this new structure.”

“Today, we filed a shelf registration statement for the issuance of up to $250 million in securities, which could include debt securities, common stock, preferred stock or warrants.   We believe that this registration will allow us to move quickly on an equity or debt offering to take full advantage of the appropriate opportunities in the marketplace, as they become available to us.”

Consolidated revenues in the third quarter of 2008 were $137.9 million, a 9.8 percent increase over the third quarter of 2007.  Revenue growth came from all segments of our business in the quarter, driven primarily by Water Rehabilitation, coupled with our operations in India (Asia-Pacific Sewer Rehabilitation), and strong growth in third-party product sales in North America (North American Sewer Rehabilitation).  Revenues increased only slightly in our North American Sewer Rehabilitation contracting business in the third quarter of 2008 compared to the third quarter of 2007, due principally to continued flat market conditions. Current soft market conditions in the U.S sewer rehabilitation market are anticipated to remain relatively unchanged for the foreseeable future, due to the difficult economic climate that persists throughout the country.  Our European Sewer Rehabilitation segment experienced 8.0 percent revenue growth compared to the third quarter of 2007; however, much of this growth was driven by strong foreign currencies versus the U.S. dollar.  Water Rehabilitation revenues increased dramatically from a year ago, primarily due to work completed on the Madison Avenue project in New York City.  We also completed a larger number of water projects throughout North America in the third quarter of 2008 as compared to the same quarter last year, due to increased workable backlog.  Our Energy and Mining segment (formerly the Tite Liner segment) experienced revenue growth of $3.2 million, or 30.8 percent, compared to the prior year quarter, with each of its primary geographic locations showing improved results over the prior quarter.

Consolidated gross profit for the third quarter of 2008 increased $6.6 million, or 25.7 percent, from the same period in 2007. Gross profit was primarily impacted by the increase in margins in our North American Sewer Rehabilitation segment, as a result of improved project execution and lower fixed crew costs, partially offset by commodity price increases, including gasoline and resin.  Gross profit and margins were also boosted by increased third-party product sales in North America.  Our European Sewer Rehabilitation segment experienced a decrease in margins due to operations in several countries experiencing pricing pressures from competition and difficult market conditions.  Gross margins in our Asia-Pacific Sewer Rehabilitation segment declined, principally due to a large majority of revenue being driven by contracting revenues in India related to early-stage cleaning contracts during the third quarter of 2008, whereas, third quarter 2007 revenues were primarily tube and equipment sales, which carried higher margins.  Water Rehabilitation gross profit improved 568 percent to $1.3 million, primarily as a result of work being completed in New York.   Revenue growth drove improved profitability in our Energy and Mining segment in the third quarter of 2008, while gross margins were somewhat lower in the third quarter of 2008 as compared to the same period in 2007, due to increased project work in Chile in 2008, where margins are traditionally lower.  In addition, we performed work in Australia during the third quarter of 2008, which had a high amount of subcontract work at lower margins.

Consolidated operating expenses in the third quarter of 2008 increased by $0.3 million, or 1.4 percent, to $21.9 million from $21.6 million in the third quarter of 2007.  Approximately $0.3 million of the expenses in the 2008 third quarter related to the impact of higher foreign currency exchange rates versus the U.S dollar from one year ago.  This impact was felt across the North American, European Sewer Rehabilitation and Energy and Mining segments.  In addition, we experienced an increase of approximately $0.6 million related to the growth of our Water Rehabilitation segment.  Direct field expenses within our North American Sewer Rehabilitation business decreased by $0.4 million due to our continued rationalization of fixed costs and overhead.

Consolidated operating income in the third quarter of 2008 was $10.3 million, representing an increase of $6.3 million, or 156.7 percent, from the third quarter of 2007.

Discontinued operations experienced a net loss of $1.1 million, or $0.04 per diluted share, during the quarter, relating primarily to legal fees and an unfavorable claim adjustment resulting from a final arbitration award issued in August 2008.  Our final award amount was $1.7 million as compared to the recorded claim and associated receivables of $2.2 million.  We expect that this award will be collected in the fourth quarter of 2008.  All tunneling projects have been substantially completed, and only minor warranty or subcontracted work remains before final completion.  At September 30, 2008, receivables, including retention, totaled $11.9 million, of which $7.3 million are currently being held in connection with five active claim negotiations or litigation.  The total potential of all claims approximated $12.9 million at September 30, 2008, of which $4.5 million has been recorded.  While there can be no certainty, the claims proceedings are expected to conclude within the next twelve months, and we believe that the receivables, along with the final awarded claims, will be collected.  We anticipate that for the next few quarters, there will be continued costs associated with the pursuit of these claims, as well as costs associated with a number of defensive lawsuits involving discontinued operations. Approximately $3.4 million in equipment remained as of September 30, 2008, and we continue to pursue the sale of the equipment through a variety of sources.

In the third quarter of 2007, we recorded a smaller net loss of $0.2 million, or $0.01 per diluted share, in discontinued operations which resulted from strong revenue and gross profit from a number of projects in their late stages.

Net income of $6.7 million in the third quarter of 2008, represented an increase of $2.2 million, or 48.4 percent, from the $4.5 million recorded in the third quarter of 2007.

For the first nine months of 2008, consolidated revenues increased $33.8 million, or 9.2 percent, to $399.4 million from $365.6 million in the same period of 2007.  Gross profit increased $16.2 million, or 21.8 percent, to $90.2 million compared to the same period of 2007.  Gross profit increased in each of our five reportable segments for the nine months ended September 30, 2008 versus the same period in 2007.  The primary factors driving improved performance in the third quarter were also responsible for increased profitability during the nine months ended September 30, 2008, versus the same period in 2007.  Operating expenses increased $0.6 million, or 0.9 percent, to $70.5 million compared to the same period of 2007.  This increase in operating expenses includes $1.7 million in expenses related to the proxy contest in the first half of 2008; excluding these expenses, operating expenses would have declined by $1.1 million.  Operating expenses increased by approximately $1.4 million in the first nine months of 2008 relating to growth initiatives in our Asia-Pacific and Water Rehabilitation businesses.  In addition, operating expenses in our European Sewer Rehabilitation business increased by $2.2 million due to restructuring costs in certain regional operations and the addition of a new Vice President of the European Group Operations, coupled with stronger foreign currencies against the U.S. dollar.  On a consolidated basis, higher foreign currency exchange rates versus the U.S. dollar increased operating expenses by approximately $1.6 million.  Partially offsetting these increases were decreases in operating expenses of our North American Sewer Rehabilitation business of $3.3 million.  We experienced approximately $2.7 million in decreases in our corporate support costs, which were allocated across all segments, but principally benefited the North American Sewer Rehabilitation segment.  As a result of the foregoing, consolidated operating income increased $15.5 million, or 367.3 percent, to $19.7 million for the nine months ended September 30, 2008 compared to the prior year period.

For the first nine months of 2008, net income from continuing operations increased $9.9 million, or 259.3 percent, to $13.7 million, or $0.49 per diluted share, from $3.8 million, or $0.14 per diluted share, in the first nine months of 2007.

Total contract backlog improved to $292.9 million at September 30, 2008 compared to $289.8 million at June 30, 2008.  The September 30, 2008 level of backlog was significantly higher than total contract backlog of $259.0 million and $224.6 million at December 31, 2007 and September 30, 2007, respectively.

Contract backlog in North American Sewer Rehabilitation at September 30, 2008 was $178.5 million.  This represented a $6.9 million, or 3.7 percent, decrease from backlog at June 30, 2008.  As compared to December 31, 2007 and September 30, 2007, North American Sewer Rehabilitation experienced an increase in contract backlog of $18.6 million, or 11.6 percent, and $13.8 million, or 8.4 percent, respectively, despite continued weak market conditions.  The U.S sewer rehabilitation market continues to be flat and, while there can be no certainty, it appears that the current market conditions will persist for the foreseeable future.

Contract backlog in European Sewer Rehabilitation was $30.6 million at September 30, 2008.  This represented a decrease of $4.3 million, or 12.3 percent, compared to June 30, 2008.  Approximately $3.6 million of this decrease was due to weaker foreign currencies against the U.S. dollar that prevailed at the end of the third quarter of 2008.  The remainder of the decrease was principally due to lower backlog in Poland due principally to timing of project bids and awards.  As compared to December 31, 2007 and September 30, 2007, European Sewer Rehabilitation experienced a decrease in contract backlog of $5.0 million, or 14.0 percent, and $11.0 million, or 26.3 percent, respectively.

As recently announced, we secured an additional $21 million in sewer rehabilitation contracts in India, bringing total contract backlog in India to $53.6 million at September 30, 2008.  This compares to $33.2 million in backlog at June 30, 2008 and $35.1 million at December 31, 2007.  There was no contract backlog one year ago in this segment.  During the third quarter of 2008, work in India progressed slowly, as cleaning of the pipes continued.  Lining of the pipes will begin in the next month, and activity will ramp up over the coming quarters.  The Indian market continues to be very robust, and we expect growth to continue as we gain momentum with sales penetration in the major Indian cities.

Water Rehabilitation contract backlog was $6.7 million at September 30, 2008 compared to $11.6 million at June 30, 2008.  New orders for the quarter were low at $1.0 million due primarily to timing of project awards.  Revenues for the third quarter of 2008 were the strongest on record for the short history of this business operation.  Approximately $1.9 million of the contract backlog at September 30, 2008 related to the ongoing project work in New York City which, by design, will resume in early 2009. Prospects for new orders and growth in this segment continue to be robust, and we expect to see growth in backlog over the coming quarters.

Energy and Mining contract backlog at September 30, 2008 decreased from the prior quarter end by $1.3 million to $23.4 million due to strong revenue performance during the third quarter.  As compared to December 31, 2007, backlog decreased by $2.8 million, or 10.8 percent.  However, as compared to September 30, 2007, backlog improved by $7.1 million, or 43.2 percent, from $16.3 million.  Notwithstanding the recent decrease in backlog, prospects remain strong in this segment, and we believe that recent growth trends will continue for the foreseeable future.

Unrestricted cash decreased slightly during the third quarter of 2008 to $90.1 million, from $93.2 million at June 30, 2008, as a result of increased working capital needs during the third quarter of 2008.  Unrestricted cash increased from $79.0 million at December 31, 2007 due to overall improved working capital management and the collection of $4.5 million in the first quarter of 2008 from the CAT Contracting patent infringement litigation settlement.

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

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements.  The Company makes forward-looking statements in this news release that represent the Company’s beliefs or expectations about future events or financial performance.  These forward-looking statements are based on information currently available to the Company and on management’s beliefs, assumptions, estimates or projections and are not guarantees of future events or results.  When used in this document, the words “anticipate,” “estimate,” “believe,” “plan,” “intend, “may,” “will” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.  Such statements are subject to known and unknown risks, uncertainties and assumptions, including those referred to in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 10, 2008.  In light of these risks, uncertainties and assumptions, the forward-looking events may not occur.  In addition, our actual results may vary materially from those anticipated, estimated, suggested or projected.  Except as required by law, we do not assume a duty to update forward-looking statements, whether as a result of new information, future events or otherwise.  Investors should, however, review additional disclosures made by the Company from time to time in its periodic filings with the Securities and Exchange Commission.  Please use caution and do not place reliance on forward-looking statements.  All forward-looking statements made by the Company in this news release are qualified by these cautionary statements.

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

CONTACT:          Insituform Technologies, Inc.

David A. Martin, Vice President and Chief Financial Officer

(636) 530-8000

INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2008			2007			2008			2007
Revenues		$   137,877			$   125,640			$    399,390			$    365,591
Cost of revenues		105,655			100,000			309,152			291,519
Gross profit		32,222			25,640			90,238			74,072
Operating expenses		21,948			21,638			70,494			69,846
Operating income		10,274			4,002			19,744			4,226
Other income (expense):
Interest income		823			689			2,410			2,348
Interest expense		(1,161	)		(1,331	)		(3,546	)		(4,139	)
Other		(68	)		475			937			1,043
Total other expense		(406	)		(167	)		(199	)		(748	)
Income before taxes on income		9,868			3,835			19,545			3,478
Taxes on income (tax benefits)		2,035			(654	)		4,842			(604	)
Income before minority interests and equity in earnings (losses) of affiliated companies		7,833			4,489			14,703			4,082
Minority interests		(393	)		(120	)		(726	)		(252	)
Equity in earnings (losses) of affiliated companies		351			311			(243	)		(8	)
Income from continuing operations		7,791			4,680			13,734			3,822
Loss from discontinued operations, net of tax		(1,139	)		(198	)		(1,744	)		(11,421	)
Net income (loss)		$       6,652			$       4,482			$      11,990			$       (7,599	)
Earnings (loss) per share:
Basic:
Income from continuing operations		$         0.28			$         0.17			$          0.50			$          0.14
Loss from discontinued operations		(0.04	)		(0.01	)		(0.06	)		(0.42	)
Net income (loss)		0.24			0.16			0.44			(0.28	)
Diluted:
Income from continuing operations		$         0.28			$         0.17			$          0.49			$          0.14
Loss from discontinued operations		(0.04	)		(0.01	)		(0.06	)		(0.42	)
Net income (loss)		$         0.24			$         0.16			$          0.43			$         (0.28	)

INSITUFORM TECHNOLOGIES, INC.

SEGMENT DATA

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2008		2007			2008			2007
Revenues:
North American sewer rehabilitation		$    89,346		$    88,258			$   257,495			$   261,455
European sewer rehabilitation		27,055		25,057			79,313			68,216
Asia-Pacific sewer rehabilitation		1,768		670			5,459			783
Water rehabilitation		5,917		1,108			9,738			2,241
Energy and mining		13,791		10,547			47,385			32,896
Total revenues		$  137,877		$  125,640			$   399,390			$   365,591
Gross profit:
North American sewer rehabilitation		20,184		15,226			56,405			45,188
European sewer rehabilitation		5,941		6,320			15,936			15,130
Asia-Pacific sewer rehabilitation		614		394			1,699			444
Water rehabilitation		1,263		189			1,692			320
Energy and mining		4,220		3,511			14,506			12,990
Total gross profit		$    32,222		$    25,640			$     90,238			$     74,072
Operating income (loss):
North American sewer rehabilitation		$      6,757		$      1,444			$     11,910			$      (2,586	)
European sewer rehabilitation		347		1,113			(1,084	)		324
Asia-Pacific sewer rehabilitation		368		(11	)		722			(214	)
Water rehabilitation		482		(322	)		(780	)		(1,099	)
Energy and mining		2,320		1,778			8,976			7,801
Total operating income		$    10,274		$      4,002			$     19,744			$       4,226

INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES

CONTRACT BACKLOG

(Unaudited)

(In millions)

Backlog(1)	September 30,        2008		June 30,   2008		December 31,     2007		September 30,     2007
North American sewer rehabilitation		$   178.5		$   185.4		$   160.0		$   164.7
European sewer rehabilitation		30.7		34.9		35.6		41.6
Asia-Pacific sewer rehabilitation		53.6		33.2		35.1		0.0
Water rehabilitation		6.7		11.6		2.1		2.0
Energy and mining		23.4		24.7		26.2		16.3
Total		$   292.9		$   289.8		$   259.0		$   224.6

(1)   Contract backlog is our expectation of revenues to be generated from received, signed and uncompleted contracts, the cancellation of which is not anticipated at the time of reporting. Contract backlog excludes any term contract amounts for which there is not specific and determinable work released and projects where we have been advised that we are the low bidder, but have not formally been awarded the contract.

INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share amounts)

	September 30, 2008		December 31,   2007
Assets
Current assets
Cash and cash equivalents		$    90,062		$    78,961
Restricted cash		2,058		2,487
Receivables, net		96,893		85,774
Retainage		22,858		23,444
Costs and estimated earnings in excess of billings		43,737		40,590
Inventories		17,436		17,789
Prepaid expenses and other assets		31,615		28,975
Current assets of discontinued operations		17,093		31,269
Total current assets		321,752		309,289
Property, plant and equipment, less accumulated depreciation		71,977		73,368
Other assets
Goodwill		122,437		122,560
Other assets		24,457		26,532
Total other assets		146,894		149,092
Non-current assets of discontinued operations		7,157		9,391
Total Assets		$  547,780		$  541,140
Liabilities and Stockholders’ Equity
Current liabilities
Current maturities of long-term debt and line of credit		$      1,523		$      1,097
Accounts payable and accrued expenses		99,430		87,935
Billings in excess of costs and estimated earnings		8,244		8,602
Current liabilities of discontinued operations		4,361		14,830
Total current liabilities		113,558		112,464
Long-term debt, less current maturities		65,000		65,000
Other liabilities		4,372		7,465
Non-current liabilities of discontinued operations		874		953
Total liabilities		183,804		185,882
Minority interests		3,222		2,717
Stockholders’ equity
Preferred stock, undesignated, $.10 par – shares authorized 2,000,000; none outstanding		–		–
Common stock, $.01 par – shares authorized 60,000,000; shares issued and outstanding  27,929,533 and 27,420,623		279		275
Additional paid-in capital		107,901		104,332
Retained earnings		250,966		238,976
Accumulated other comprehensive income		1,608		8,958
Total stockholders’ equity		360,754		352,541
Total Liabilities and Stockholders’ Equity		$  547,780		$  541,140

INSITUFORM TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	For the Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net income (loss)		$    11,990			$    (7,599	)
Loss from discontinued operations		1,744			11,421
Income (loss) from continuing operations		13,734			3,822
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization		12,973			11,950
Gain on sale of fixed assets		(1,452	)		(2,401	)
Equity-based compensation expense		3,555			3,005
Deferred income taxes		710			(5,114	)
Other		1,669			(1,505	)
Changes in operating assets and liabilities:
Restricted cash		327			(1,404	)
Receivables net, retainage and costs and estimated earnings in excess of billings		(20,510	)		(2,556	)
Inventories		(55	)		(371	)
Prepaid expenses and other assets		(4,457	)		(7,470	)
Accounts payable and accrued expenses		8,883			(7,984	)
Net cash provided by (used in) operating activities of continuing operations		15,377			(10,028	)
Net cash provided by (used in) operating activities of discontinued operations		(1,341	)		4,173
Net cash provided by (used in) operating activities		14,036			(5,855	)
Cash flows from investing activities:
Capital expenditures		(11,085	)		(12,462	)
Proceeds from sale of fixed assets		1,521			2,182
Net cash used in investing activities of continuing operations		(9,564	)		(10,280	)
Net cash provided by (used in) investing activities of discontinued operations		1,339			(4,175	)
Net cash used in investing activities		(8,225	)		(14,455	)
Cash flows from financing activities:
Proceeds from issuance of common stock		256			2,496
Additional tax benefit from stock option exercises recorded in additional paid-in capital		-			148
Proceeds from notes payable		2,580			2,648
Net proceeds from line of credit		-			5,000
Principal payments on notes payable		(2,154	)		(1,921	)
Principal payments on long-term debt		-			(15,768	)
Net cash provided by (used in) financing activities		682			(7,397	)
Effect of exchange rate changes on cash		4,608			9,326
Net increase (decrease) in cash and cash equivalents for the period		11,101			(18,381	)
Cash and cash equivalents, beginning of period		78,961			96,393
Cash and cash equivalents, end of period		$   90,062			$    78,012

EX-99.2

Exhibit 99.2

INSITUFORM TECHNOLOGIES, INC.

Moderator: Joe Burgess

October 24, 2008

8:30 a.m. CT

Operator:	Good day and welcome everyone to the Insituform Technologies third quarter 2008 earnings call.
	Any financial or statistical information presented during this call, including any non-GAAP measures, the most directly comparable GAAP measures and reconciliation to GAAP results, will be available on our web site, Instituform.com.
	During this conference call, we’ll make forward-looking statements which are inherently subject to risks and uncertainties.
	Our results could differ materially from those currently anticipated due to a number of factors described in our SEC filings and throughout this conference call.  We do not assume the duty to update forward-looking statements.  Please use caution, and do not rely on such statements.
	As a reminder, today’s call is being recorded.
	Now, I’ll turn the call over to Insituform's President and CEO, Joe Burgess.
Joe Burgess:	Thank you very much.  Good morning and thank you for participating on Insituform’s conference call on our third quarter 2008 results.
	Joining me on today’s call are David Martin, Vice President and Chief Financial Officer and David Morris, Senior Vice President, General Counsel and Chief Administrative Officer, and Daniel Cowan, Vice President of the Asia-Pacific Rehabilitation Team.
	I plan to spend most of this call today addressing your questions, but I’ll make a few brief remarks on the third quarter performance, the status of our operational improvements and our strategic direction.
	Before I get into those specific topics, you will note that with yesterday’s earnings release, we began providing new and expanded disclosure of our business segments.  I believe that this is a very important step as we endeavor to become a more transparent company about the strategic direction we are taking.
	These disclosures provide much clearer insight into our financial results and the distinct business lines and the geographies that we serve around the world.  We do plan on going back to previous quarters and recasting the segments to reflect this improved disclosure.  We will file these changes with the SEC next week.
	I am pleased to report the significant improvement in profitability again this quarter compared to last year and, sequentially, from the first and second quarter of this year.  Four of our five business segments delivered more in operating profit than last year.  Only Europe declined.  And I plan on discussing that in detail later on.
	Much of our improved results in the third quarter were driven by North American sewer rehabilitation.  Our gross margin percent in North America was over 22.5 percent in the third quarter, up significantly from a year ago when gross margins were at only 17 percent.
	Gross profit dollars in the third quarter improved by over 32 percent from the same period last year and were up two percent from last quarter.  This improvement can be attributed to the hard work of our field management and our crews.  Our execution against bid margins has shown marked improvement year-over-year due to a strong focus on eliminating quality errors, increasing productivity, reducing fixed cost and improving logistics of moving tube to installation.
	In addition, we’ve been able to improve profitability through efficiency gains and manufacturing.
	In terms of productivity and costs, let me share a few positive trends.  For the nine months ending in September, crew productivity, as measured by feet installed per week per crew is up over six percent from the same period last year.  At the same time, we’ve trimmed our labor cost per installed foot by 5.5 percent.  And our equipment costs have come down by more than 1.4 percent despite a 40 percent increase in the cost of fuel.
	We have continued to trim our administrative support costs in North America, as well.
	Our backlog in North America did come down this quarter by 3.7 percent from last quarter.  While we do continue to see a mostly flat market in most of the United States, our twelve-to-eight month visibility in the market appears to continue to be steady and not dramatically declining.  While we have seen a small decrease in this quarter’s backlog, it is up from one year ago by 8.4 percent.  And the margins we see in our backlog have improved by several margin points since the third quarter last year, a very positive trend.
	Also included in the results for North American Rehab are third party tube sales through our subsidiary, MTC.  This is a very strong success story worth mentioning.  Year to date, we have increased sales by 134 percent to approximately $7.5 million from $3.2 million last year.  By the end of the year, our third party tube sales will approach $11 million.  We have even larger expectations for this business in 2009.
	Our energy and mining segment, formerly Tite Liner®, grew both revenues and operating profits by 31 percent from last year.  While margins are down somewhat, this is substantially attributable to the mix of projects and geographic markings.  Our Chilean operations have grown nicely this year, but margins typically are lower there.
	What is not shown in our financial reports is our return on invested capital.  This business is and has been delivering return on invested capital of more than 50 percent.  As I have mentioned before, the sustained performance of this business and the attractive opportunities in the energy and mining space make this segment one which is being evaluated for rapid expansion.
	Our European sewer rehabilitation business is having a difficult year.  While we saw modest progress sequentially in the third quarter, our operating results lag last year’s operating profits significantly.  I’ve been in Europe several times in recent months to work closely with Bruce Frost in the turnaround strategy for this business unit.  I do expect to see improved results in the fourth quarter and much stronger profitability in the year to come.  The key will be focusing on many of the same issues that have driven improvements in our North American sewer rehabilitation business – specifically, eliminating execution errors, improving crew productivity and driving down overhead costs.
	Our Asia-Pacific operations are gaining significant momentum and I am pleased with our progress in India.  We were recently awarded a $21 million contract in sewer rehabilitation work that we will begin performing in early 2009.  This work is in addition to the $35 million that this operation won in late 2007.
	We did see some slippage in the start of our existing lining projects during the third quarter due to delays in the completion of the pipe cleaning operations.  We expect to begin lining in a few weeks.
	We now have approximately $56 million in backlog, all in Delhi.  We are currently gaining visibility in contract opportunities in several other major cities in India.  And we believe we are well-positioned to secure significant contracts in the near term.
	We have made good progress with respect to setting up operational and administrative infrastructure there.  And we are working very well with our joint venture partner, SPML.
	I’m also pleased with the progress we’ve made in our water segment.  Our project on Madison Avenue in New York City has been very successful so far.  And our customer appears very happy with our progress.  We will continue this project early in 2009 as we are on hiatus through the holiday months ahead.  We were slightly profitable in this business in the third quarter.  While backlog is down this quarter, our visibility into projects in the near term has grown recently, due greatly to the success we have experienced in New York City and in other key projects in the U.S. and Canada.
	Now changing gears and looking forward.
	Last quarter I shared with you my vision of where we are heading at Insituform.  Now let me spend a few minutes talking about where we are with that, and add a few additional thoughts as I have had more time to evaluate the company and determine steps we need to take to deliver greater returns for our investors.
	First, last quarter I discussed the adoption of a more rigorous return on invested capital discipline with our managers throughout the company.  As we are in the late states of our 2009 annual planning process, I am pleased to report that our management team understands and is aligned on what we are going to be about.  And that is delivering much improved returns.  Our future investments will be properly aligned with stockholder interests.  And this understanding will become institutionalized throughout Insituform.
	As part of our planning processes, we have identified ways to drive a leaner overall capital structure for each of the operating businesses.  This will enable more profitable deployment of capital to higher return business units within the company.
	Some examples of this: North American Rehabilitation management has been heavily focused on reducing costs and improving tube delivery efficiency.  Since early 2007, we’ve reduced steering wheels in NAR by 25 percent, driving significant cost savings.  Additionally, we’ve invested in iPlus™ infusion-capable wet-out facilities in both Florida and Colorado to better support our growing small diameter markets in those regions and reduce freight costs.
	In Asia-Pacific, we’re operating a new wet-out facility in Delhi, and are evaluating how best to supply our business needs in that fast growing Indian market.
	We’re going to continue to invest in our water business over the near term.  Our success in recent projects, including the Madison Avenue project, should enable us to secure significant future project awards.
	We plan to focus on expanding our product portfolio to drive more efficient and cost-competitive solutions for our customers so that we can continue the trend of moving this market away from dig-and-replace, and towards trenchless solutions.
	As I mentioned earlier, our energy and mining business, Tite Liner®, continues to grow handsomely with very strong margins and return on investment.  The management team led by Dorwin Hawn, is actively finding new areas to grow organically in a global market.  And there are great opportunities for us.
	We’re actively reviewing potential partner and relationships in various markets along with evaluation of potential acquisitions to expand our product portfolio in this exciting industrial rehabilitation sector.
	You’ll note that we filed a shelf registration statement with the SEC yesterday.  And many may speculate as to what this means for Insituform.  Simply, we want to be in a position, when appropriate opportunities arise, to move quickly to the market in the form of an equity or debt offering.  This registration is an important first step in those preparations.
	I believe that the results that we have announced yesterday are indicative of the progress we have made and can make into the future.  We have vast improvements to make in delivering consistent and improving returns throughout the company, but we are clearly gaining momentum in each of our business segments.  And we are moving forward on some important strategic fronts.
	I would like to conclude my remarks with a few comments on how recent economic events are likely to affect, or not affect Insituform.
	I believe the company is fundamentally as strong as it has ever been.  Our primary North American sewer rehabilitation business continues to improve its operating performance.  We are better at acquiring negotiated work, better at using our manufacturing and logistical capabilities to increase competitiveness and profitability and better at identifying and eliminating quality issues with our execution.  We also have a leaner and more productive crew structure, installing more feet in 2008 than we did in 2006 with 13 fewer crews.
	Overall, this is a business that is well-positioned to perform in a variety of market conditions.  In talking with our clients over the last several weeks, there is certainly concern over the credit markets and the general state of the economy.  If these conditions persist, they would certainly suggest that the overall municipal spending could shrink in the future.  This is mitigated significantly, however, by the fact that much of our work is associated with EPA-mandated consent decrees and financed through multi-year municipal bond programs.  This is why we see the market as essentially flat for the next 12 to 18 months.
	In the energy and mining sector, we continue to position and grow this business as a way for our customers to enhance pipeline utilization for existing production capability.  While our high-end growth prospects are enhanced by higher commodity pricing, this business has historically been very resistant to changes in those commodity pricing and its profitability and revenue growth is resilient in the face of those changes.
	Regardless of the depth and duration of any economic downturn, the current situation only highlights that we need to continue to focus on operating efficiency, cost control and targeted investments for growth that improve the return that the company delivers to its shareholders.
	And with that opening, I would now like to turn the call over to your questions.  Thank you very much.
Operator:	If you would like to signal for a question at this time, please press star one on your touch-tone telephone. If you are using a speakerphone, please be sure your line is not muted so that your signal will reach us.  Again, that is star one.  We’ll pause for a moment.
	We’ll go first to John Quealy from Canaccord Adams.
John Quealy:	Hi, good morning.  Nice quarter.  Thank you for the additional details.
	First on North American Rehab, if we could, Joe, could you give us a little bit more detail on the volume and price relationship and the impact on the model moving forward?  Clearly, volumes have gone up significantly.  It’s unclear what volumes you’re going to do moving forward in this municipal market.  But can you give us a little bit more detail?  The 22.5 gross margins for the quarter – do you think that’s a defendable margin based on varying levels of volume growth or deceleration moving forward?
Joe Burgess:	Well, I think it’s difficult to look at gross margin in any particular quarter because there is some variation and seasonality to this business.
	However, what I can tell you and what I addressed in the remarks is – we, as a company, are very focused on seeking out work where we think we can deliver quality margins to our investors.  And not seeking out work that we think is either overly commoditized or not going to be work that we can perform at margins that we think are worth our while, frankly, to be in that work.  And that can – that’s driven by a great many factors.  Some of it can be just a level of subcontracting work, which can be impacted by a level of bundling that communities do with various services – as opposed to our core CIPP work.
	But I do think that a number of the initiatives that we’re taking – trying to focus on negotiating work with our communities – again, trying to focus on areas where we have a great crew presence and strength which allows us to minimize mobilization cost and other logistical issues within our business, are helping us to drive down cost and increase margins in the work that we’re selecting to participate in.
John Quealy:	And just one quick follow-up.  Clearly, you’re steering away from low margins.  Can you characterize pricing in the market in North America?  How would you characterize it?  Is pricing aggressive now?  Or you haven’t seen anything yet?
Joe Burgess:	You know, I’ll tell you what I talk about internally, here.  I think this business is very difficult to generalize about in terms of North America.  You know, we operate in sewer and water.  We have businesses and in many ways, it’s the most local of businesses.  So, while this may seem like a broad answer, we see some very aggressive pricing in some regions from time to time.  And then we see markets that we think are priced more fairly.
	For the risk – particularly, the execution risk that any particular vendor is taking on that jobs – what we are doing is seeking work where that risk and reward is fair and balanced.  And we are not seeking to simply capture work for the sake of capturing it.  And we feel like we have our company continuously and increasingly sized from a crew structure and a fixed cost standpoint to be able to do that.
John Quealy:	And my final two questions: On the metal and mining business, as it’s characterized now, you’ve had good growth there.  That end market has suffered tremendously.  Can you talk about your relative level of expectations for growth there, given the headwinds in that overall segment?
Joe Burgess:	Well, as I alluded to in my remarks, I think a review of the history of that segment suggests its ability to grow and grow significantly across a very wide spectrum of commodity pricing in that sector.  It’s also diverse in terms of both having some A grade clients in both the energy and the mining sectors.
	It’s also focused, not so much on new pipeline or new expansion in either of those sectors, but rather it’s more focused on rehabilitation and the opportunity for our clients to gain increased utilization and capacity through existing assets.
	So, I think that’s one of the reasons that this – that this sector has proven more resilient than maybe some technologies or service providers that are more focused on new capacity.
John Quealy:	And lastly, last quarter you mentioned that you are comfortable with earning estimates from analysts this quarter.  I didn’t pick up anything like that.  I may have missed it.  But, what’s your thought about that comment.
	And number two, are we going to go back to a guidance potential here, moving forward?
John Burgess:	We are – we are certainly comfortable with the expectations in the analysts’ community for the fourth quarter and the full year.  I think we’ve said that consistently since I got here in the second quarter.  And it would be our expectation that we would – we would provide guidance going into 2009 when that process is wrapped up.
John Quealy:	Great, thanks very much.
John Burgess:	You’re welcome.  Thank you.
Operator:	Our next question is from Debra Coy with Janney.
Debra Coy:	Yes, thanks.  Good morning, Joe.  Good morning everyone.
Joe Burgess:	Good morning, Debra.
Debra Coy:	Joe, you talked about the improved execution in the North American market.  I think you said that you have done – you’ve installed more feet this year with 13 fewer crews.
	Can you talk about, kind of where you are on that utilization process, where you are on current utilization?  And as you look into probably a seasonably weaker period, how you adjust to that?
	And I’m particularly interested, too, in your comments regarding kind of picking and choosing your work, seeing pricing more aggressive in some areas than others in the context of increasing the level of tube sales.
	Is there an opportunity to kind of step back from the less profitable markets, sell tube to other vendors in those markets so that you can continue to concentrate with smaller crew footprint on more profitable work.  How do you see that going forward?
Joe Burgess:	Well, in terms of crew utilization, which I think was your first question …
Debra Coy:	Yes.
Joe Burgess:	You know, we have 65 crews now and we judge them to be pretty close to their capacity.  I mean, basically, new work for us – at least if it’s with a – if it’s a significant – at a significant level or term contract that might represent a more extended period – we’re looking, essentially at crew additions in most cases, to handle – to handle that work.  And candidly, that’s where we want to be as a business, is feeling like our current pipeline and backlog is adequate for our current crew structure and then selectively adding resources – certainly, the crew resources – to attack new levels of work.
	In terms of the regional pricing – again, we are increasing our position of trying to get close to many of our key clients, trying to work to acquire contracts through a negotiated basis.  That is representing an increasing amount of this work that keeps our current crew structure reasonably, fully utilized.
	As I’ve said in the past, we will continue to utilize our capabilities in the manufacturing end to participate in a broader range of projects that we either are not interested in as a contracting matter.  Or, for whatever reason, as I suggested earlier, pricing does not deliver the reward that we think matches up with the execution risk, or even the simple mobilization effort.  Because as I said earlier, we’re at a level now where we’re putting on new crews with significantly new work.  And we’re excited and happy to do that, obviously.  But it needs to be at returns that meet our internal and our shareholders’ expectations.
Debra Coy:	Yes, that’s helpful.  And I’m interested in your comments, too, if the market, as far as you can see, appears stable, based on your conversations with your customers.  I think that has been the primary concern for investors, the primary point on the stock price is the fear that the municipal markets are going to deteriorate badly going into 2009.
	Can you talk about your level of confidence there?  Your level of visibility?  Kind of, what your data points are that give you the flattish outlook over the next 12 to 18 months?
Joe Burgess:	Well, as I addressed in the remarks, the great preponderance of our work tends to be associated with environmental mandate – consent mandated programs that are driven by EPA through whatever the local agency that we’re working on.  And that is – those programs are almost never a month-to-month or a three month horizon or six month horizon.  They are typically broadly negotiated and then funded across a period of years.  And we’ve had that discussion with clients, really, from the west coast to the east coast over the last few months.  So, trying to take their temperature on this – on this very point.  And that’s why I’ve taken the view that, for the most part, in the near term, economic downturns are mitigated by that fact.
	Now again, some of that is a regional-to-regional thing.  We’ve seen some new mandates in the Midwest that we think will drive even an expanded market in some sectors.  bBt then that is offset by some markets in Florida, for example, where more of our work is – appears to be funded through current period tax revenues.  And one might expect some decline in those levels of expenditures for some of those clients.
	But overall, when I put those things into one basket, the great preponderance of our work on the North American Rehab business is associated with these longer term projects that are typically financed with multi-year bond offerings.  And we do not see any move towards shrinkage or cancellation of those programs, primarily because those mandates are still enforced and most of that work is financed, at least into the near term.
Debra Coy:	The bond is already issued.
Joe Burgess:	That’s right.  So – and that’s really, as I said, that I think that really gives us a 12 to 18 month horizon where we feel pretty good about our prospects and our ability to become a more profitable company, even with a top line that is difficult to move in this market.
Debra Coy:	OK, thanks.
Joe Burgess:	In that sector.
Debra Coy:	Yes, yes.  Understood.  And one final question for now:  The shelf offering …
Joe Burgess:	I might – I might add that, if I can …
Debra Coy:	No, go ahead.
Joe Burgess:	Just a thought that came into my head.  I think the water side of the business will prove to even be more resilient to that, again, because as I think I’ve discussed in previous remarks, the water side of the equation tends to be based on improving economics for the community versus avoiding environmental liability from a regulated agency which is why people spend money on the sewer side.
	So, we see in the water side of the market, communities – we think that the water side of the business can be part of a community’s program for essentially lowering its costs through lowering its water loss.
	So, I think that while that market is obviously smaller at this stage and still in the – still very much in the phase where we are working hard to convert from non-trenchless applications to trenchless applications using our technologies, I think the underlying economic relationship between us and our communities is stronger and that will prove even more resilient.
	I’m sorry.  I interrupted you.
Debra Coy:	No, no, no – that’s helpful.  It will be interesting to see, because that obviously is a newer market.
	But my last question was, looking at the shelf offering as sizable – $250 million – suggests that you may see acquisition opportunities of rather significant size.  It sounds like you’ve put a lot of thought into approaching that, mainly on the industrial side.
	Are you willing to talk, at this point at all, about the kinds of opportunities that you see there?  What kind of product expansions, I presume they would still be related to the pipeline business, kind of, how you’re thinking about the opportunity there?
Joe Burgess:	Well, I think it’s a little early to be into too much specifics there.  But, I guess I would say that we do see opportunities, certainly on the industrial side, and that, I think you can expect us to generally stay pretty close to our knitting.  We understand pipeline rehabilitation and matters related to that.  And we see opportunity in those areas.
Debra Coy:	OK, we'll stay tuned.  Thanks.
Joe Burgess:	You’re welcome.
Debra Coy:	I appreciate it.
Operator:	As a reminder, that is star one on your touch-tone telephone to signal for a question.  We’ll go next to Glenn Wortman with Sidoti.
Glenn Wortman:	Good morning.  Looking at your operating expenses, they fell pretty significantly, sequentially.  I was just wondering how we should think about that going forward here?
David Martin:	Good morning, Glenn.  This is David Martin.  I think you can expect to see that our operating expenses will remain fairly steady.  As you noted, it came down sequentially from last quarter, but second quarter’s operating expenses were higher due to the remnants of the proxy contest.
	And so, the numbers that you see around $22 million are reflective of a fairly normal state of affairs for the company.
	You may see some growth coming next year as a result of the growth initiatives as businesses grow, but we’re trying to offset that with decreases in areas such as North America and our corporate support group, so, to mitigate any of the overall increase in spending.
Glenn Wortman:	And just with respect to India, the backlog there is at $55 million?
	Can you, maybe, give us a broader sense of the opportunity, you know, bid work outstanding and where you see that market going over, say, the next year or two?
Joe Burgess:	Yes, I’ll let Daniel Cowan, who’s our Asia-Pacific Vice-President, handle that.
Daniel Cowan:	Sure, absolutely.  The two chunks of work that we have won are both two year contracts.  And we see, next year, and Q4 and next year, that we’re going to run off that work and still have a little backlog of that left over.
	Our visibility, now, of funded work is above $100 million of already funded work for trenchless rehab in the sewer markets.  And that’s both inside of Delhi and outside in other cities.
	I think it’s important to note that as we look at sort of a global downturn and funding questions, that India has set about a program about two years ago – the JNNURM – that makes some 45 cities in India eligible to receive money from the federal government.  And that’s how this is being funded.
	So, we do see a large pick up in demand coming in 2009 and we expect our backlog to continue to grow.
Joe Burgess:	Yes, and the $100 million Dan spoke about is not exclusive to Delhi.  That’s primarily in Mumbai and Hyderabad, as well, I believe.
Daniel Cowan:	Correct.
Glenn Wortman:	All right.  Thank you very much, guys.
Joe Burgess:	You’re welcome.
Operator:	Our next question is from Lee Jagoda from CJS Securities.
Lee Jagoda:	Hi, good morning.
Joe Burgess:	Morning.
Lee Jagoda:	Looking at the domestic sewer rehab business, it appears that there’s some news out of Alabama where certain counties are looking to default on municipal bonds for sewer rehab.  Are you seeing anything else to that extent?  And how would something like this affect you?
Joe Burgess:	Well, are we – who’s defaulting? – Jefferson County?
Lee Jagoda:	Yes.
David Morris:	Yes.  Birmingham, Alabama.  But I don’t think they have defaulted.  I think there are potential issues.
Joe Burgess:	We – I mean, the short answer is we have not.  We’re obviously familiar with the Jefferson County situation because we’ve – I guess we’ve been in it and out of that as a subcontractor for some years.  So we have not seen that as a – we have not seen that as a trend, certainly, or heard, really, of anything significant along those lines.
	In terms of trying to forecast what that would mean to us, obviously, a default on the bonding, which I was talking about earlier, would suggest a lack of availability of those funds to fund whatever capital program was being discussed or whatever capital program was set up in support of that finance.  So, while typically, those are broad programs, just meaning that they deal, certainly, with sewer rehab work, and they might also deal with storm water separation or CSO issues or whatever else is going on in communities.  So if there’s a default and a reduction of funds, then communities would have to make separate decisions on what work they’re actually going to do with whatever monies were available.  But I mean, you could certainly assume that the flow of work to us would be impacted by that, if anything broad like that happened.
Lee Jagoda:	But at this point, you’re not really seeing any sort of cancellations in the near term future?
Joe Burgess:	Well, no, and right now, I would not anticipate a large amount of those.  I mean, most of our programs are with the agencies that represent the sewer and water districts.  Those tend to be separate quasi-municipal or even totally separate agencies from the cities and towns that they do the work for.  And they tend to set up their financing systems as revenue-based systems, if you will.  So they put together long-term financings and they set their rates over a period of time.  And of course, they then execute the capital programs based on those long- term financings that they undertake.
	So, as I was trying to say earlier, if we get into a situation where, while we feel very good about where our company is, in an up economy and – candidly, we’d probably feel better about where we are in terms of how we’re positioned to handle any downturns in the market.  But, if one wants to think through protracted recessionary impacts in the U.S. economy, and bond defaults for what are now A grade municipalities, I mean, certainly, I could not predict that wouldn’t have an impact on us.
	But, I do think that, for the foreseeable future, most of our work is executed through programs that are financing through these agencies, these revenue structured agencies that are executing work against environmental mandates.  So, for the foreseeable future, we feel good about those prospects.
Lee Jagoda:	All right.  Thank you very much.
Joe Burgess:	You’re welcome.
Operator:	And again, that is star one to signal for questions.  We’ll pause again for a moment.
Operator:	And it appears there are no other questions at this point.  I’ll turn the conference back to our presenters for any additional or closing comments.
Joe Burgess:	Well, thank you very much.  This is Joe Burgess again.  We appreciate you being on the call.  We’re very, very happy with the progress that we made in the third quarter.  Again, we anticipate a strong fourth quarter based on continuing to gather momentum on the many programs that we have.  And as I alluded to, are also positioning the company to look at some expansionary opportunities.  And we’re very, very excited about it.
	So, thank you very much for spending some time with us this morning.
Operator:	That does conclude today’s conference call.  Thank you for your participation.  You may disconnect at this time.

END