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):                             March 30, 2009

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 7.01  Regulation FD Disclosure

Beginning on March 31, 2009, representatives of Insituform Technologies, Inc. (the “Company”) will be making presentations to various investors from time to time accompanied by a slide presentation.  A copy of the slide presentation is attached hereto as Exhibit 99.1.

The Company is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

Exhibit Number	Description
99.1	Investor Slide Presentation dated March 2009.

*           *           *

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
		Name:  David F. Morris
		Title:  Senior Vice President, General Counsel and Chief Administrative Officer
March 30, 2009

EX-99.1

March 2009

2

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 document 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 and 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, 2008, as filed with the
Securities and Exchange Commission on March 2, 2009. In light of these risks, uncertainties and assumptions, the forward-
looking events discussed 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 document
are qualified by these cautionary statements.

In addition, some of the market and industry data and forecasts included in this Investor Presentation are based upon
independent industry sources. Although we believe that these independent sources are reliable we have not independently
verified the accuracy and completeness of this information.

Insituform®, the Insituform® logo, Insituform Blue®, and our other trademarks referenced herein are the registered and
unregistered trademarks of Insituform Technologies, Inc. and its affiliates.

3

Management Presenters

David A. Martin

Vice President and Chief Financial Officer

J. Joseph Burgess

President and Chief Executive Officer

§Over 20 years of experience in sewer, water, and infrastructure related industries

§Formerly Chief Executive Officer of Veolia Water North America

§Over 20 years of experience in heavy infrastructure serving municipal/governmental clients

§Over 15 years of experience managing infrastructure services for energy and petrochemical clients

§Significant experience identifying and integrating businesses

§Approximately 16 years of industry experience

§Chief Financial Officer since 2006

§Formerly Corporate Controller and Financial Director of European operations at Insituform

§Formerly Senior Accountant at BDO Seidman, LLP

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§Insituform is a global company providing trenchless
pipeline rehabilitation services to the municipal sewer,
water, energy and mining infrastructure markets

§LTM 12/31/08 Revenue of $537 million

§LTM 12/31/08 EBITDA of $53 million

§Three complementary businesses:

–Sewer Rehabilitation: Provides trenchless solutions
for the rehabilitation and repair of sewer infrastructure

–Water Rehabilitation: Provides trenchless solutions
for the rehabilitation of pipelines that transmit and
distribute potable water

–Energy and Mining: Provides internal lining systems
that protect oil, gas, mineral and chemical pipelines
against corrosion and abrasion

Our Business

5

Our Vision

Growth Strategy

Sewer Rehabilitation

Revenue: $463mm

EBITDA: $42mm

Margin: 9.2%

Water Rehabilitation

Revenue: $13mm

EBITDA: ($2mm)

Margin: NM

Energy & Mining

Revenue: $61mm

EBITDA: $12mm

Margin: 20.4%

Current Business (LTM 12/31/08)

§Sewer Rehabilitation:

–Optimize vertical integration/product enhancement
capability

–Realign sales force - - focus on key
accounts/negotiated work

–Project manage on broader scopes

–Target profitable new geographies (India, China)

§Water Rehabilitation:

–Enhanced robotics capability across all pipe
materials/diameters

–Leverage leadership position within sewer
rehabilitation with key accounts

–Improve cost-competitiveness of product offering
vs. dig-and-replace

§Energy and Mining:

–Broaden service platform

–Diversify exposure to new and rehab markets

–Expand off-shore capability

–Target key international markets

(1) Insituform management estimates.

Revenue

EBITDA

11%

23%

3%

(3%)

86%

80%

% of Total

North

America

Addressable Market Size(1)

Global

$300mm

~$1.0bn

$1.3bn

$4.7bn

$3.4bn

$12.3bn

6

Recent Developments

§On February 20, 2009, we acquired The Bayou
Companies, L.L.C. (“Bayou”)

§On February 2, 2009, we announced the execution of
a definitive agreement for the acquisition of Corrpro
Companies, Inc. (“Corrpro”), which we expect to close
on March 31, 2009

§These acquisitions will:

üCreate a product and service platform breadth
unmatched by peers

üProvide us with a premier cathodic protection
platform

üExpand our water rehabilitation capabilities

üSignificantly expand our off-shore capabilities

üDiversify our exposure across the industry

üLeverage our existing international footprint

üGreatly increase scale - increasing total revenue
by 60%

§These acquisitions are:

üAccretive to earnings

üAccretive to margins

üAccretive to returns

üTransformative at a reasonable price

Sewer Rehabilitation

Revenue: $463mm

EBITDA: $42mm

Margin: 9.2%

Water Rehabilitation

Revenue: $13mm

EBITDA: ($2mm)

Margin: NM

Energy & Mining

Revenue: $382mm

EBITDA: $55mm

Margin: 14.3%

Pro Forma Business (LTM 12/31/08)

North

America

Addressable Market Size(1)

Global

~$1.4 bn

~$8.0bn

$1.3bn

$4.7bn

$3.4bn

$12.3bn

(1) Insituform management estimates.

Leveraging our current expertise in markets that we currently underserve

Energy & Mining
(Pre-Acquisitions)

Revenue: $61mm

EBITDA: $12mm

Margin: 20.4%

Revenue

EBITDA

44%

58%

2%

(2%)

54%

44%

% of Total

7

Off-Shore

On-Shore

Acquisitions of Bayou and Corrpro would quickly and substantially broaden
Insituform’s energy and mining capabilities

Pro Forma Energy & Mining Execution and
Technology Platform

8

§Transitioning our industrial pipeline services group from a single product (Tite Liner®) to a broad service and
technology platform

§Increasing our addressable market by over $1.0bn domestically and by approximately $7.0bn globally

§Transactions increase LTM 12/31/08 Revenue by 60%; LTM 12/31/08 EBITDA by 80%; Year 1 accretive

§Future synergies include:

-Reduced combined operating expense

-IPS product lines in INSU international distribution channels

-Corrpro product lines to INSU municipal channels

§Services provided at point of manufacture with key accounts

Acquisition Rationale

9

Revenue

$ Million

% Growth

$ Million

% Margin

EBITDA

Backlog (1)

$ Million

(1) Represents backlog figures for The Bayou Companies, L.L.C. (“TBC”).

Products and Services

§A third generation family owned provider of products
and services to onshore and offshore oil and gas
industry

§Strong strategic partnerships with ILVA SA., Welspun
Gujarat Stahl Rohren Ltd.and Stupp Brothers, Inc.

§Long-term relationships with A-grade client list

§Premier pipeline coating, insulation and prefabrication
facility on the Gulf Coast (New Iberia)

§225 acres of storage space at Port of Iberia, LA facilities
accommodate large, challenging projects

§Railcar shipping capacity provides unique opportunities
to effectively receive and ship pipe domestically

§Fusion bonded epoxy external pipe coating

§Internal diameter flow efficiency coating

§Concrete weight coating

§Double- and multi-joint fabrication

§Pipe bending

§Anode installation

§Pipe bending, storage, handling, coatings and logistics

§Project management planning and support

§Double- and multi-joint fabrication, surplus pipe & pipe
corrosion material sales and anode installation

Overview

Overview of Bayou

10

Revenue (1)

$ Million

% Growth

$ Million

% Margin

EBITDA (1)

Record High

$ Million

Products and Services

§Premier provider of infrastructure maintenance services
in North America

§Primarily serves attractive energy and water
infrastructure end markets

§Premier provider of corrosion protection services in
North America serving the market for over 24 years

§Broad customer base

–No single customer represents greater than 5% of
total sales

§35 facilities across the U.S., Canada and the U.K.

§Recent wins include:

–Exxon Mobil

•$900k 2009 annual maintenance agreement
TVA Watts Barr Nuclear Plant

•$103k Engineering Assessment and ECDA

–TransCanada

•$6.0mm Canadian Corrosion Remedial Contract

•$1.125mm Boundary Lake Well Casing Cathodic
Protection project

§Engineering Services

§Product and Material Sales

§Construction and Installation

§Inspection, Monitoring and Maintenance

§Coatings Services

Overview

(1) March 31 fiscal year end.

Overview of Corrpro

11

Energy and Mining Peer Valuation Analysis
EV/LTM 12/31/08 EBITDA

Source: FactSet as of January 30, 2009.
(1) Composite average includes ShawCor, Dril-Quip, Robbins & Myers, Team Inc., Ameron International, Natco Group and L.B. Foster.

12

44%

58%

(1) Pro Forma for the acquisitions of Corrpro and Bayou.

LTM 12/31/08

Sewer
Rehabilitation

Energy &
Mining

Water

3%

11%

86%

Pro Forma(1) LTM 12/31/08

Water

2%

Total: $95 million

Margin: 11.1%

Sewer
Rehabilitation

Sewer
Rehabilitation

Energy &
Mining

23%

80%

Total: $53 million

Margin: 9.9%

Energy &
Mining

Sewer
Rehabilitation

44%

54%

Total: $537 million

Total: $858 million

Revenue

§The acquisitions of
Bayou and Corrpro:

–Diversify revenue
across business
lines

–Significantly
increase scale

–Improve profitability

–Decrease focus on
municipal client base

§Synergies:

–Reduces overhead
cost

–Broadens water
market service
profile

–Enhances R&D and
engineering
capability

–Exposes Bayou and
Corrpro to INSU’s
international
footprint

Energy &
Mining

Pro Forma(1) LTM 12/31/08

Water

(2%)

LTM 12/31/08

Water

(3%)

EBITDA

Pro Forma Financials

13

Global Infrastructure Spend Forecast Breakdown by 2030

§Booz Allen Hamilton
estimates that
approximately $41
trillion of worldwide
infrastructure
investment is
required by 2030

Source: Booz Allen Hamilton, Global Infrastructure Partners, World Energy Outlook, Organisation for Economic Co-operation and Development (OECD).

Revenue
($ Trillion)

55% of Total Projected Spend

We are uniquely positioned to capitalize on the upcoming infrastructure spend

Sewer/Water Rehabilitation
Projected Infrastructure Spend

14

15

Water Rehabilitation Market Opportunity

We are leveraging our proprietary technologies and experience from the sewer and

      energy and mining sectors to capitalize on the attractive water rehabilitation market

North American Water Pipeline
Rehabilitation Market

Epoxy

1%

Dig-and-Replace

6%

9%

12%

67%

3%

2%

Pipe Bursting

Cement Mortar Lining

Directional Drilling

Sliplining

Modified Sliplining

Market Size ~$1.3 billion

§Water pipeline rehabilitation market size is
estimated to be $1.3 billion in North America

–Only 33% of the market is trenchless

–Only 3% of the market is CIPP / modified
sliplining

§Insituform is already winning and converting
major contracts, demonstrating great potential

§We expect our water rehabilitation business to
produce ~$150mm of annual revenue by 2012

Wins:

§New York City, New York

–$4.25 million Insituform Blue® contract to
rehabilitate a century-old water main
beneath Madison Avenue

§Victoria, British Columbia

–$4.4 million Insituform Blue® project to
rehabilitate water lines using our
InsituGuard™ technology

16

Our water rehabilitation business is estimated to become a $150 million business

in 3 to 5 years

Areas of Focus

Commentary

Products

Pricing

§ Focus on being cost-competitive versus "dig-and-replace" alternatives
-Goal is to be at least 20% more affordable than "dig-and-replace"
-"Dig-and-replace" price varies by region while trenchless pricing is consistent
across geographies

Re-establishing taps

§ Offer mechanical and adhesion seal capabilities

§ Present a suite of HDPE and CIPP linings to maximize product acceptance globally

Operating Pressure

§ Offer linings to cover the entire range of operating pressures within water systems

- Up to 130 psi operating pressure

Diameter

§ Offer fully structural solutions for stand alone internal pressures for diameters ranging from
6" - 48"

Closing the Gap - Water Rehabilitation

17

§We are focused on
expanding globally,
particularly in Asia
(China and India)

-India is expected
to spend $7.5
trillion on sewer
and water
infrastructure over
the next 10 years

-Our current
backlog in India is
greater than $60
million

§Our LTM 12/31/08
international revenue
has increased 26%
over the same period
the previous year

Geographic Infrastructure Spend Breakdown by 2030(1)

(1) Booz Allen Hamilton, Global Infrastructure Partners, World Energy Outlook, Organisation for Economic Co-operation and Development (OECD).

U.S./Canada

16%

South America/

Latin America

18%

Africa

3%

Europe

22%

Asia/Oceania

39%

Middle East

2%

84% of infrastructure spending is predicted to come outside of the U.S. and Canada

Geographic Expansion

18

Technology Innovator

Premier Brand / Long
Standing Customer
Relationships

Experience with Complex
Regulatory Environment

Seasoned Management
Team / Skilled Workforce

Leader in Large and
Growing Markets

Our Business

19

Appendix

20

Revenue

EBITDA

$ Million

% Growth

$ Million

% Margin

(1)

Bayou

Corrpro

ROIC(2)

(1) Pro Forma for the acquisitions of Corrpro and Bayou.
(2) ROIC = (Tax-Effected Operating Income) / (Assets - Current Liabilities). Assumed tax rate of 29.5%.

Corrpro Standalone: 17.4%
Bayou Standalone: 24.9%

Historical Financial Performance

21

U.S. Pipeline Additions(1)

Global Onshore Pipeline Capex(3)

Miles

Expenditures
($ bn)

§While pipeline
additions are predicted
to decelerate,
projected maintenance
capex is expected to
remain strong

–Implies an
increase in
rehabilitation
spending

(1)Source: EIA report: Additions to Capacity on the U.S. Natural Gas Pipeline Network: 2007. Report dated July 2008.

(2)Approved by U.S. regulatory authorities including the Federal Energy Regulatory Commission. Report dated July 2008.

(3)Source: Pipeline and Gas Journal’s 2008 Worldwide Pipeline Construction Report.

Over $70bn of

capex for

2009 - - 2010

Over 5,600 miles

Approved(2) for

2009 - - 2010

Corrosion Protection

22

17.6% 1.6% 24.2% 7.4% 7.7% 45.0% 20.1% 36.0%

2002-2008 CAGR:

The pending acquisitions of Corrpro and Bayou, coupled with our existing operational
segment, avail the Company of a $1.4 billion North American annual market

($ mm)

Key

EPC = External Powder Coating
IPC = Internal Powder Coating
PENP = Polyethylene New Pipe
CPEP = Cathodic Prot. Existing Pipe
CPNP = Cathodic Protection-New Pipe
SCP = Spoolable Composite Piping
LFPE = Loose-Fit PE Liners
TFL = Tite-Fit Liners

2008

2002

Source: Insituform management projections.

Market Size

Corrosion-Resistant Technologies
Oil and Gas Pipelines - U.S. & Canada

23

§INSU operates on 6 continents allowing for
significant cross-selling opportunities in the U.S.
and around the world

§Diversity of product value chain precludes
cannibalization of revenue stream

= Overlap

Top 10 Customers

Value Chain

Synergistic Value

Cross-Selling Opportunities

24

Source:Ducker Worldwide L.L.C., January 2009.

Cathodic Protection

5%

49%

46%

Liners/Spoolables

Protective Coating

$1.4 - - $1.6 billion

25

26

Pro forma execution and technology platform is unrivaled by peers

PF

Energy & Mining

Energy and Mining Platform vs. Peers

27

Recent Innovations

Technology Innovator

28

Energy and Mining Products and Services

29

§Highly skilled global workforce

§Strong safety record

Seasoned Management Team / Skilled Workforce

30

§The following is a reconciliation of Insituform's income (loss) from continuing operations to EBITDA:

EBITDA Reconciliation

31