DFAN14A

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

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant [  ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ]    Preliminary Proxy Statement
[ ]    Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
[ ]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[X]    Soliciting Material Pursuant to ss.240.14a-12


                          INSITUFORM TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


                           Water Asset Management LLC
                    Water Investment Advisors (Cayman), Ltd.
                           TRF Master Fund (Cayman) LP
                               Matthew J. Diserio
                               Disque D. Deane Jr.
- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]      No fee required.
[ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
         and 0-11.


         1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

         2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

         3) Per unit price or other underlying value of transaction
            computed pursuant to Exchange Act Rule 0-11 (set forth the
            amount on which the filing fee is calculated and state how it
            was determined):

- --------------------------------------------------------------------------------

         4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

         5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
    Act Rule 0-11(a)(2) and identify the filing for which the offsetting
    fee was paid previously. Identify the previous filing by registration
    statement number, or the Form or Schedule and the date of its filing.

    1) Amount Previously Paid

- --------------------------------------------------------------------------------

    2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

    3) Filing Party:

- --------------------------------------------------------------------------------

    4) Date Filed:

- --------------------------------------------------------------------------------


     On March 13, 2008, Water Asset Management LLC issued a press release
announcing that it had issued an open letter to shareholders of Insituform
Technologies, Inc., a Delaware corporation. Copies of the press release and the
open letter to shareholders are attached hereto as Exhibit 1 and Exhibit 2,
respectively, and are incorporated herein by reference.


                                    * * * * *


     Exhibits
     --------

     Exhibit 1   Press Release of Water Asset Management LLC, dated
                 March 13, 2008.
     Exhibit 2   Open Letter to Shareholders of Insituform Technologies, Inc.,
                 dated March 12, 2008.

EX-1

                                                                       Exhibit 1

NEWS RELEASE
- ------------

For Immediate Release

Contact:

Mark Harnett
MacKenzie Partners, Inc.
(212) 929-5877

                  WATER ASSET MANAGEMENT ISSUES OPEN LETTER TO
                             INSITUFORM SHAREHOLDERS

Thursday, March 13, 2008, New York, New York - - Water Asset Management
announced today that it has issued the following open letter to shareholders of
Insituform Technologies, Inc. (NASDAQ: INSU):


                       [Water Asset Management Letterhead]



                    The Insituform Board Needs a New Majority
                    -----------------------------------------



March 12, 2008


To Our Fellow Stockholders of
         Insituform Technologies, Inc.:

As you may know, Water Asset Management (WAM) is seeking the election of five
nominees to Insituform's Board of Directors at the upcoming Annual Meeting of
Stockholders. Water Asset Management is the adviser to a group of funds that
invest exclusively in companies that source, store, transport, treat, meter and
distribute water. Funds we advise own 5.3% of Insituform's common stock - more
than all seven current Board members combined. WAM is one of the company's five
largest stockholders and, like many other stockholders, is extremely concerned
about the management and strategic direction of the company.

Insituform has suffered from well-known problems in recent years:

o    multiple CEOs,

o    multiple, unsuccessful growth strategies and

o    unprofitable acquisitions that remain "very painful" memories.

These problems have led to stagnant growth, paltry earnings, and ultimately to a
stock price that has significantly underperformed its peers. Each of these
problems is part of the public record and has been acknowledged by the company's
management. As management has recently conceded, Insituform has been "plagued"
by execution problems and "no one at this company is happy with the modest
profit we have reported."

Since last August, when Insituform's most recent "permanent" CEO left following
serious disagreements with the Board, the company has had an "interim" CEO. At
that time - seven months ago - the interim CEO spoke of getting the company
"back on a growth track and do[ing] it sooner rather than later." Part of the
plan was to hire a new CEO, who would "have a say" on rescuing the company from
stagnating growth. Fortunately, as of today, that CEO has not yet been hired.

With the current board in place, Insituform should consider its strategic
alternatives, with the most likely outcome a sale of the company. We are
discouraged by the Board's record over the past five years, and are not
optimistic that the current Board will turn things around. For example, in
October the interim CEO advocated "an acquisition strategy" as part of the
solution, while acknowledging as "very painful historical experiences" two
failed acquisitions he had previously supported as a Board member. Given our
lack of confidence in the current Board, we believe that now is not the time to
hire a new "permanent" CEO, whose severance in a sale of the company would be an
unwelcome cost that in all likelihood will be borne by Insituform's
stockholders.

On the other hand, if our five nominees are elected, they will support an
independent turnaround strategy should a strategic review of available
alternatives demonstrate that this is the best way to maximize value for
stockholders. At that point and only at that point - if it becomes clear that
the company should not be sold - would the new board begin a search for and hire
a new, permanent CEO capable of executing a turnaround strategy.

Management recently announced its intent to delay the 2008 Annual Meeting for
several weeks beyond its originally scheduled date of May 1st. Management also
announced last week that the company will shortly announce the hiring of its
fourth CEO in less than 5 years. We once again urge the Board not to hire a new
CEO until after the stockholders have voted at the Annual Meeting, which should
be held on the earliest possible date.

We do note that the Board is taking to heart at least one of our criticisms - a
lack of water industry experience on the Board - and is seeking to add a new
director who has that background. But in what we believe to be a transparent
attempt to maintain the status quo, the Board has suggested to us that some or
all of our five nominees audition for this additional Board slot.

We believe this halfhearted gesture is "too little, too late." While this Board
certainly needs additional water industry experience, what it really needs is a
new majority, not just one new member. We have therefore decided to present our
full slate of nominees directly to our fellow stockholders at the Annual
Meeting, rather than submitting their names to the Corporate Governance &
Nominating Committee (consisting of directors we seek to replace) to audition
for what is likely to be a single Board seat.

We believe that our nominees - Senator Alphonse M. D'Amato, Disque D. Deane Jr.,
Matthew J. Diserio, Richard Onses and Nickolas W. Vande Steeg - offer a wealth
of relevant experience to the Board. Our slate includes significant shareholders
experienced in water industry operations and finance, a distinguished political
leader with a deep understanding of government spending programs, and an
internationally recognized former Fortune 500 CEO with personal experience in
implementing "lean" business practices in a large global enterprise. A better
qualified slate is hard to imagine.

We urge you to consider voting for our slate on our BLUE proxy card, which we
will be circulating after we file and mail our proxy statement to you. We look
forward to speaking with many of you in advance of the 2008 Annual Meeting.

In addition, please feel free to call our proxy advisors, MacKenzie Partners,
Inc., at any time for further information at (800) 322-2885.


Very truly yours,

/SIG/                                                         /SIG/

Matthew J. Diserio                                           Disque D. Deane Jr.


                                      * * *

In connection with their intended proxy solicitation, Water Asset Management LLC
and certain of its affiliates intend to file a proxy statement with the
Securities and Exchange Commission (the "SEC") to solicit stockholders of the
Company.

WATER ASSET MANAGEMENT LLC STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER
RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV.

WATER ASSET MANAGEMENT PARTICIPANT INFORMATION

In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934,
as amended, the following persons are anticipated to be, or may be deemed to be,
participants in any such proxy solicitation by Water Asset Management LLC: Water
Asset Management LLC, Water Investment Advisors (Cayman), Ltd., TRF Master Fund
(Cayman) LP, Alfonse M. D'Amato, Disque D. Deane Jr., Matthew J. Diserio,
Richard Onses and Nickolas W. Vande Steeg. Certain of these persons hold direct
or indirect interests as follows: Water Asset Management LLC, Water Investment
Advisors (Cayman), Ltd., TRF Master Fund (Cayman) LP, Mr. Deane and Mr. Diserio
may be deemed to beneficially own 1,466,008 shares of Common Stock, and Mr.
D'Amato, Mr. Onses and Mr. Vande Steeg each have an interest in being nominated
and elected as a director of the Company.



                                      # # #

EX-2

                                                                       Exhibit 2


                       [Water Asset Management Letterhead]





                    The Insituform Board Needs a New Majority
                    -----------------------------------------



March 12, 2008


To Our Fellow Stockholders of
         Insituform Technologies, Inc.:

As you may know, Water Asset Management (WAM) is seeking the election of five
nominees to Insituform's Board of Directors at the upcoming Annual Meeting of
Stockholders. Water Asset Management is the adviser to a group of funds that
invest exclusively in companies that source, store, transport, treat, meter and
distribute water. Funds we advise own 5.3% of Insituform's common stock - more
than all seven current Board members combined. WAM is one of the company's five
largest stockholders and, like many other stockholders, is extremely concerned
about the management and strategic direction of the company.

Insituform has suffered from well-known problems in recent years:

o    multiple CEOs,

o    multiple, unsuccessful growth strategies and

o    unprofitable acquisitions that remain "very painful" memories.

These problems have led to stagnant growth, paltry earnings, and ultimately to a
stock price that has significantly underperformed its peers. Each of these
problems is part of the public record and has been acknowledged by the company's
management. As management has recently conceded, Insituform has been "plagued"
by execution problems and "no one at this company is happy with the modest
profit we have reported."

Since last August, when Insituform's most recent "permanent" CEO left following
serious disagreements with the Board, the company has had an "interim" CEO. At
that time - seven months ago - the interim CEO spoke of getting the company
"back on a growth track and do[ing] it sooner rather than later." Part of the
plan was to hire a new CEO, who would "have a say" on rescuing the company from
stagnating growth. Fortunately, as of today, that CEO has not yet been hired.

With the current board in place, Insituform should consider its strategic
alternatives, with the most likely outcome a sale of the company. We are
discouraged by the Board's record over the past five years, and are not
optimistic that the current Board will turn things around. For example, in
October the interim CEO advocated "an acquisition strategy" as part of the
solution, while acknowledging as "very painful historical experiences" two
failed acquisitions he had previously supported as a Board member. Given our
lack of confidence in the current Board, we believe that now is not the time to
hire a new "permanent" CEO, whose severance in a sale of the company would be an
unwelcome cost that in all likelihood will be borne by Insituform's
stockholders.

On the other hand, if our five nominees are elected, they will support an
independent turnaround strategy should a strategic review of available
alternatives demonstrate that this is the best way to maximize value for
stockholders. At that point and only at that point - if it becomes clear that
the company should not be sold - would the new board begin a search for and hire
a new, permanent CEO capable of executing a turnaround strategy.

Management recently announced its intent to delay the 2008 Annual Meeting for
several weeks beyond its originally scheduled date of May 1st. Management also
announced last week that the company will shortly announce the hiring of its
fourth CEO in less than 5 years. We once again urge the Board not to hire a new
CEO until after the stockholders have voted at the Annual Meeting, which should
be held on the earliest possible date.

We do note that the Board is taking to heart at least one of our criticisms - a
lack of water industry experience on the Board - and is seeking to add a new
director who has that background. But in what we believe to be a transparent
attempt to maintain the status quo, the Board has suggested to us that some or
all of our five nominees audition for this additional Board slot.

We believe this halfhearted gesture is "too little, too late." While this Board
certainly needs additional water industry experience, what it really needs is a
new majority, not just one new member. We have therefore decided to present our
full slate of nominees directly to our fellow stockholders at the Annual
Meeting, rather than submitting their names to the Corporate Governance &
Nominating Committee (consisting of directors we seek to replace) to audition
for what is likely to be a single Board seat.

We believe that our nominees - Senator Alphonse M. D'Amato, Disque D. Deane Jr,
Matthew J. Diserio, Richard Onses and Nickolas W. Vande Steeg - offer a wealth
of relevant experience to the Board. Our slate includes significant shareholders
experienced in water industry operations and finance, a distinguished political
leader with a deep understanding of government spending programs, and an
internationally recognized former Fortune 500 CEO with personal experience in
implementing "lean" business practices in a large global enterprise. A better
qualified slate is hard to imagine.

We urge you to consider voting for our slate on our BLUE proxy card, which we
will be circulating after we file and mail our proxy statement to you. We look
forward to speaking with many of you in advance of the 2008 Annual Meeting.

In addition, please feel free to call our proxy advisors, MacKenzie Partners,
Inc., at any time for further information at (800) 322-2885.


Very truly yours,

/s/ Matthew J. Diserio                               /s/ Disque D. Deane Jr.
- ----------------------                               -----------------------
Matthew J. Diserio                                   Disque D. Deane Jr.


                                      * * *

In connection with their intended proxy solicitation, Water Asset Management LLC
and certain of its affiliates intend to file a proxy statement with the
Securities and Exchange Commission (the "SEC") to solicit stockholders of the
Company.

WATER ASSET MANAGEMENT LLC STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY
SUCH PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER
RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT
HTTP://WWW.SEC.GOV.

WATER ASSET MANAGEMENT PARTICIPANT INFORMATION

In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934,
as amended, the following persons are anticipated to be, or may be deemed to be,
participants in any such proxy solicitation by Water Asset Management LLC: Water
Asset Management LLC, Water Investment Advisors (Cayman), Ltd., TRF Master Fund
(Cayman) LP, Alfonse M. D'Amato, Disque D. Deane Jr., Matthew J. Diserio,
Richard Onses and Nickolas W. Vande Steeg. Certain of these persons hold direct
or indirect interests as follows: Water Asset Management LLC, Water Investment
Advisors (Cayman), Ltd., TRF Master Fund (Cayman) LP, Mr. Deane and Mr. Diserio
may be deemed to beneficially own 1,466,008 shares of Common Stock, and Mr.
D'Amato, Mr. Onses and Mr. Vande Steeg each have an interest in being nominated
and elected as a director of the Company.