S-8

	As filed with the Securities and Exchange Commission on July 6, 2001

								Registration No. 333-

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	F O R M  S-8

	REGISTRATION STATEMENT
	UNDER
	THE SECURITIES ACT OF 1933


	INSITUFORM TECHNOLOGIES, INC.
	(Exact name of registrant as specified in its charter)

               DELAWARE							   13-3032158
        (State or other jurisdic-					(I.R.S. Employer
          tion of incorporation					Identification No.)
            or organization)


	702 Spirit 40 Park Drive
	Chesterfield, Missouri  63005
	(Address of principal executive offices)


	INSITUFORM TECHNOLOGIES, INC.
	1992 DIRECTOR STOCK OPTION PLAN
	(Full Title of Plan)


	ANTHONY W. HOOPER
	Chief Executive Officer
	Insituform Technologies, Inc.
	702 Spirit 40 Park Drive
	Chesterfield, Missouri  63005
	(636) 530-8000
	(Name, address and telephone number,
	including area code, of agent for service)


	Copies to:

	THOMAS A. A. COOK, ESQ.
	Vice President and General Counsel
	Insituform Technologies, Inc.
	702 Spirit 40 Park Drive
	Chesterfield, Missouri  63005


	CALCULATION OF REGISTRATION FEE

 Title of                         Proposed            Proposed
securities        Amount            maximum             maximum        Amount of
  to be           to be             offering           aggregate
registration
registered     registered   price per share     offering price       fee
- ----------      ----------       ---------------     --------------  -----------
61:

Class A
 Common Stock       66,810        $13.50 (1)         $  901,935.00    $  225.49
($.01 par value)    shares

Class A
 Common Stock      105,000        $13.81 (2)         $1,450,050.00    $  362.51
($.01 par value)    shares


Class A
 Common Stock       35,000        $11.63 (3)         $   407,050.00    $  101.76
($.01 par value)    shares

Class A
 Common Stock      102,500        $11.38 (4)         $ 1,166,450.00    $  291.61
($.01 par value)    shares

Class A
 Common Stock        7,500        $ 9.13 (5)         $    68,475.00    $   17.12
($.01 par value)    shares

Class A
 Common Stock      127,572        $29.06 (6)         $ 3,707,242.32    $  926.81
($.01 par value)    shares

Class A
 Common Stock      555,618        $35.98 (7)         $19,991,135.64    $4,997.78
($.01 par value)    shares

Total            1,000,000                           $27,692,337.96    $6,923.08
                    shares

- ------------------
(1)	Estimated solely for the purpose of calculating the registration fee on
the
basis of an exercise price of   $13.50 per share of Class A Common Stock for
shares subject to options granted.

(2)	Estimated solely for the purpose of calculating the registration fee on
the
basis of an exercise price of   $13.81 per share of Class A Common Stock for
shares subject to options granted.

(3)	Estimated solely for the purpose of calculating the registration fee on
the
basis of an exercise price of   $11.63 per share of Class A Common Stock for
shares subject to options granted.

(4)	Estimated solely for the purpose of calculating the registration fee on
the
basis of an exercise price of   $11.38 per share of Class A Common Stock for
shares subject to options granted.

(5)	Estimated solely for the purpose of calculating the registration fee on
the
basis of an exercise price of   $9.13 per share of Class A Common Stock for
shares subject to options granted.

(6)	Estimated solely for the purpose of calculating the registration fee on
the
basis of an exercise price of   $29.06 per share of Class A Common Stock for
shares subject to options granted.

(7)	Estimated solely for the purpose of calculating the registration fee on
the
basis of the average of the high and low prices reported on the NASDAQ Stock
Market on July 2, 2001.


	PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Information Incorporated by Reference.
        -------------------------------------

	Pursuant to General Instruction E of Form S-8, the contents
of Registration Statement on Form S-8 (No. 33-82486), under which
Insituform Technologies, Inc. (the "Registrant") registered
500,000 shares of its class A common stock, $.01 par value, for
sale pursuant to options granted under the Registrant's 1992
Director Stock Option Plan, and all documents incorporated by
reference therein, are incorporated by reference in this
Registration Statement.


Item 8. Exhibits.
        --------
	The exhibits required to be filed as part of this
Registration Statement are listed in the attached Index to
Exhibits.



	CONSENT OF COUNSEL

		The consent of Krugman & Kailes LLP is contained in
their opinion filed as Exhibit 5 to this Registration Statement.


	CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



	As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 15, 2001 (except with respect to Note 15 to
the consolidated financial statements, as to which the date is
February 28, 2001), incorporated by reference in Insituform
Technologies, Inc.'s Form 10-K for the year ended December 31,
2000, and of our report dated February 9, 2001 appearing in
Insituform Technologies, Inc.'s Current Report on Form 8-K dated
February 28, 2001 (as amended).


							ARTHUR ANDERSEN LLP


St. Louis, Missouri
July 3, 2001


	POWER OF ATTORNEY

	The Registrant and each person whose signature appears below
hereby appoints Anthony W. Hooper and Joseph A. White as
attorneys-in-fact with full power of substitution, severally, to
execute in their respective names and on behalf of the Registrant
and each such person, individually and in each capacity stated
below, one or more amendments (including post-effective
amendments) to the registration statement as the attorney-in-fact
acting in the premises deems appropriate and to file any such
amendment to the registration statement with the Securities and
Exchange Commission.

	SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Chesterfield, State of Missouri, on the 6th day of July, 2001.


							INSITUFORM TECHNOLOGIES, INC.



							By s/Anthony W. Hooper
							  -----------------------
							   Anthony W. Hooper
							   Chairman of the Board,
 							    President and Chief
							    Executive Officer

	Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.

	  Signature			    Title		  		Date
	  ---------			    -----				----


s/Anthony W. Hooper 		Chairman of the
- ------------------------	 Board, President,
Anthony W. Hooper		 Principal Executive
					 Officer and
					 Director		            July 6, 2001



s/Joseph A. White		Principal	                 July 6, 2001
- ------------------------	 Financial and
Joseph A. White			 Accounting Officer





s/Robert W. Affholder      Director	            July 6, 2001
- ----------------------
Robert W. Affholder


s/Paul A. Biddelman        Director	            July 6, 2001
- ----------------------
Paul A. Biddelman


s/Stephen P. Cortinovis    Director  	       July 6, 2001
- -----------------------
Stephen P. Cortinovis


s/Juanita Hinshaw          Director	            July 6, 2001
- -----------------------
 Juanita Hinshaw


s/Thomas N. Kalishman      Director	            July 6, 2001
- -----------------------
 Thomas N. Kalishman


s/Sheldon Weinig           Director	            July 6, 2001
- -----------------------
 Sheldon Weinig


s/Alfred L. Woods          Director	            July 6, 2001
- -----------------------
 Alfred L. Woods














	INDEX TO EXHIBITS

Number
- ------

4(i)    -	Copy of Insituform Technologies, Inc. 1992 Director
Stock Option Plan, as amended

4(ii)   -	Form of Stock Option Certificates under Insituform
Technologies, Inc. 1992 Director Stock Option Plan

4(iii)  -	Restated Certificate of Incorporation of the
Registrant, as amended (Incorporated by reference to
Exhibit 3.1 to the Quarterly Report on Form 10-Q for
the quarter ended June 30, 2000)

4(iv)   -	By-Laws of the Registrant (Incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K for the
year ended December 31, 2000)

5	-	Opinion of Krugman & Kailes LLP

23(i)   -	Consent of Arthur Andersen LLP (See "Consent of
Independent Public Accountants" in the Registration
Statement)

23(ii)  -	Consent of Counsel (contained in Exhibit 5)

24	-	Power of Attorney (See "Power of Attorney" in the
Registration Statement)








corp\ina\forms\S-8.mar

EX-4

	Appendix 2

	INSITUFORM TECHNOLOGIES, INC.

	1992 DIRECTOR STOCK OPTION PLAN



		1. 	Purposes of Plan.  The purposes of this Plan,
which shall be known as the Insituform Technologies, Inc. 1992
Director Stock Option Plan, and is hereinafter referred to as the
"Plan", are (i) to provide incentives for members of the Board of
Directors of Insituform Technologies, Inc. (the "Company") by
encouraging their ownership of the class A common stock, $.01 par
value (the "Common Stock"), of the Company, and (ii) to aid the
Company in retaining such directors, upon whose efforts the
Company's success and future growth depends, and attracting other
such directors.

		2. 	Administration.  The Plan shall be administered by
the Board of Directors of the Company or, as determined by the
Board of Directors in its sole discretion, by a committee from
time to time appointed by the Board of Directors and consisting of
not less than two of its members (the Board of Directors, or such
committee, for purposes of this Plan hereinafter referred to as
the "Committee"), as hereinafter provided. Subject to the terms of
the Plan, the Committee shall have plenary authority to determine
the directors to whom options are to be granted, the number of
shares to be subject to each such option, the terms and conditions
upon which the options are granted and are exercisable, and
whether such options will be incentive stock options or
non-qualified stock options. For purposes of administration, the
Committee, subject to the terms of the Plan, shall have plenary
authority to establish such rules and regulations, make such
determinations and interpretations, and take such other
administrative actions as it deems necessary or advisable.  All
determinations and interpretations made by the Committee shall be
final, conclusive and binding on all persons, including Optionees
(as hereinafter defined) and their legal representatives and
beneficiaries.

		The Board of Directors shall designate one of the
members of the Committee as its Chairman.  The Committee shall
hold its meetings at such times and at such places as it may
determine.  A majority of its members shall constitute a quorum.
All determinations of the Committee shall be made by a majority of
its members.  Any decision or determination reduced to writing and
signed by all members shall be as effective as if it had been made
by a majority vote at a meeting duly called and held.  The
Committee may appoint a secretary (who need not be a member of the
Committee).  No member of the Committee shall be liable for any
act or omission with respect to his service on the Committee if he
acts in good faith and in a manner he reasonably believes to be in
or not opposed to the best interests of the Company.  Service on
the Committee shall constitute service as a director of the
Company for all purposes.

		3. 	Stock Available for Options.  There shall be
available for options under the Plan a total of 1,500,000 shares
of Common Stock, subject to any adjustments which may be made
pursuant to Section 5(f) hereof.  Shares of Common Stock used for
purposes of the Plan may be either authorized and unissued shares,
or previously issued shares held in the treasury of the Company,
or both.  Shares of Common Stock covered by options which have
terminated or expired prior to exercise shall be available for
further options hereunder.

		4. 	Eligibility.  Options under the Plan may be
granted to directors of the Company (including officers, key
employees and consultants of the Company).  Options may be granted
to such directors whether or not they hold or have held options
previously granted under the Plan or otherwise granted or assumed
by the Company.  In selecting directors for options, the Committee
may take into consideration any factors it may deem relevant,
including its estimate of the director's present and potential
contributions to the success of the Company.

		5. 	Terms and Conditions of Options.  The Committee
shall, in its discretion, prescribe the terms and conditions of
the options to be granted hereunder which terms and conditions
need not be the same in each case, subject to the following:

			(a) 		Option Price.  The price at which each
share of Common Stock covered by an option granted under the Plan
may be purchased shall be determined by the Committee and shall
not be less than the lesser of (i) the tangible book value per
share of Common Stock, determined in accordance with generally
accepted accounting principles, as of the end of the fiscal
quarter of the Company immediately preceding the fiscal quarter in
which the option is granted, or (ii) the market value per share of
Common Stock on the date of grant of an option as determined
pursuant to Section 5(c).  The date of the grant of an option
shall be the date specified by the Committee in its grant of the
option.

			(b) 	Option Period.  The period for exercise of
an option shall in no event be more than ten years from the date
of grant. Options may, in the discretion of the Committee, be made
exercisable in installments during the option period.  Any shares
not purchased on any applicable installment date may be purchased
thereafter at any time before the expiration of the option period.

			(c) 	Exercise of Options.  In order to exercise
an option, the holder thereof (the "Optionee") shall deliver to
the Company written notice specifying the number of shares of
Common Stock to be purchased, together with cash or a certified or
bank cashier's check payable to the order of the Company in the
full amount of the purchase price therefor; provided that, for the
purpose of assisting an Optionee to exercise an option, the
Company may make loans to the Optionee or guarantee loans made by
third parties to the Optionee, on such terms and conditions as the
Board of Directors may authorize; and provided further that such
purchase price may be paid in shares of Common Stock owned by the
Optionee having a market value on the date of exercise equal to
the aggregate purchase price, or in a combination of cash and
Common Stock.  For purposes of the Plan, the market value per
share of Common Stock shall be the last sale price regular way on
the date of reference, or, in case no sale takes place on such
day, the average of the closing bid and asked prices regular way,
in either case on the principal national securities exchange on
which the Common Stock is listed or admitted to trading, or if the
Common Stock is not listed or admitted to trading on any national
securities exchange, the last sale price of the Common Stock as
reported on the National Association of Securities Dealers
Automated Quotation ("NASDAQ") National Market System on such
date, or if the Common Stock is not so reported, the average of
the closing high bid and low asked prices of the Common Stock in
the over-the-counter market on such date, as reported on the
NASDAQ system, or if there are no such prices reported on the
NASDAQ system on such date, as furnished to the Committee by a New
York Stock Exchange member selected from time to time by the
Committee for such purpose.  If there is no bid or asked price
reported on any such date, the market value shall be determined by
the Committee in accordance with the regulations promulgated under
Section 2031 of the Code, or by any other appropriate method
selected by the Committee. An Optionee shall have none of the
rights of a stockholder until the shares of Common Stock are
issued to him.  An option may not be exercised for less than 1,000
shares of Common Stock, or the number of shares of Common Stock
remaining subject to such option, whichever is smaller.

			(d) 	Effect of Termination of Service.  An
option may not be exercised after the Optionee has ceased to be in
the service of the Company or any parent or subsidiary
corporations (within the respective meanings of Sections 424(e)
and 424(f) of the Internal Revenue Code of 1986, as amended [the
"Code"], and referred to herein as "Parent" or "Subsidiary",
respectively), whether as a director of the Company or an employee
or consultant of the Company or any Parent or Subsidiary thereof,
except in the following circumstances:

			(i)   if (x) the Optionee's service as a
director is terminated for any reason, and
(y) the Optionee is not an employee or
consultant of the Company or any Parent or
Subsidiary thereof, or his employ is
terminated at or after age 60 or by action of
the Company, the option may be exercised by
the Optionee within 30 days after the last
such termination, but only as to any shares
exercisable on the date the Optionee's
service and/or employment so terminates;

			(ii)   if the Optionee's service and/or
employment is terminated by reason of the
Optionee's total and permanent disability
(pursuant to the terms of any employee
disability benefit plan maintained by the
Company or any Parent or Subsidiary thereof)
while employed by the Company or any Parent
or Subsidiary thereof, the option shall
thereupon become exercisable in full by the
Optionee within 30 days after such
termination;

			(iii)  in the event of the death of the
 Optionee during the 30-day period after
termination of service and/or employment
covered by (i) above, the Optionee's
beneficiary or the person or persons to whom
his rights are transferred by will or the
laws of descent and distribution shall have a
period of one year from the date of his death
to exercise any options which were
exercisable by the Optionee at the time of
his death;

			(iv) in the event of the death of the
Optionee while serving as a director or
employed, the option shall thereupon become
exercisable in full, and the person or
persons to whom the Optionee's rights are
transferred by will or the laws of descent
and distribution shall have a period of one
year from the date of the Optionee's death to
exercise such option.


The provisions of the foregoing clauses (ii) and (iii) shall apply
to any outstanding options which are incentive stock options to
the extent permitted by Section 422(d) of the Code and such
outstanding options in excess thereof shall, immediately upon the
occurrence of the event described in the foregoing clauses (ii)
and (iii), be treated for all purposes of the Plan as nonstatutory
stock options and shall be immediately exercisable as such as
provided in the foregoing clauses (ii) and (iii).

		For purposes of this Section 5(d), service as a
consultant of or to the Company or any Parent or Subsidiary shall
be considered employment, and the period of such service shall be
considered the period of employment; provided, however, that
incentive stock options may be granted under the Plan only to a
director who is an "employee" (as such term is used in Section 422
of the Code) of the Company or any Subsidiary or Parent.

		In no event shall any option be exercisable more than
ten years from the date of grant thereof.  Nothing in the Plan or
in any option granted pursuant to the Plan (in the absence of an
express provision to the contrary) shall confer on any individual
any right to continue in the service of the Company or any Parent
or Subsidiary thereof or interfere in any way with the right of
the Company to terminate his service.

			(e) 	Nontransferability of Options.  During the
lifetime of an Optionee, options held by such Optionee shall be
exercisable only by him.  No option shall be transferable other
than by will or by the laws of descent and distribution; provided,
however, that Options may, in the discretion of the Committee,
permit the Optionee to designate a beneficiary or beneficiaries,
in the event of the Optionee's death, to exercise the rights of
the Optionee and receive the Stock issued pursuant to the Option.
Such beneficiary designation shall be in such form as shall be
prescribed by the Committee, shall be effective upon delivery to
the Company, and when effective shall revoke all prior
designations.  If an Optionee dies with no such beneficiary
designation in effect, the Option shall be transferred by will or
pursuant to the laws of descent and distribution.

			(f) 	Adjustments for Change in Stock Subject to
Plan and Other Events.  In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of the Company, the
Committee shall make such adjustments, if any, as it deems
appropriate in the number and kind of shares subject to the Plan,
in the number and kind of shares covered by outstanding options,
or in the option price per share.

			(g) 	Registration, Listing and Qualification
Shares of Stock.  Each option shall be subject to the requirement
that if at any time the Board of Directors shall determine that
the registration, listing or qualification of the shares of Common
Stock covered thereby upon any securities exchange or under any
federal or state law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the granting of such option
or the purchase of shares of Common Stock thereunder, no such
option may be exercised unless and until such registration,
listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Board of Directors.  The Company may require that any person
exercising an option shall make such representations and
agreements and furnish such information as it deems appropriate to
assure compliance with the foregoing or any other applicable legal
requirement.

			(h) 	Other Terms and Conditions.  The Committee
may impose such other terms and conditions, not inconsistent with
the terms hereof, on the grant or exercise of options, as it deems
advisable.

		6. 	Provisions Applicable to Incentive Stock Options.
The Committee may, in its discretion, grant "incentive stock
options" (within the meaning of Section 422 of the Code), under
the Plan to directors provided, however, that: (a) no such
incentive stock option shall be issued to a director of the
Company who is not also an employee or officer of the Company; (b)
no such incentive stock option shall be granted at an option price
which is less than the market value per share of Common Stock on
the date of the grant; (c) no such incentive stock option shall be
issued to any one Optionee if the aggregate fair market value,
determined at the time of the grant of such incentive stock
options, of the shares with respect to which such incentive stock
options are exercisable for the first time by such Optionee during
any calendar year, together with all options under any other
incentive stock option plan of the Company exercisable during such
year, exceeds $100,000; (d) no such incentive stock option shall
be granted to any Optionee who at the time such option is granted
owns more than 10 percent of the total combined  voting stock of
the Company unless (i) the option price is not less than 110
percent of the fair market value per share of stock on the date of
the grant, and (ii) the option is not exercisable after five years
from the date such option is granted; and (e) Section 5(d)(ii)
hereof shall not apply to any incentive stock option.

		7.	Withholding Tax.  Upon the disposition by any
person of shares of Common Stock acquired pursuant to the exercise
of an option granted pursuant to the Plan, the Company shall have
the right to require such person to pay the Company the amount of
any taxes which the Company may be required to withhold with
respect to such shares.

		8. 	Amendment and Termination.  Unless the Plan shall
theretofore have been terminated as hereinafter provided, the Plan
shall terminate on, and no option shall be granted thereunder
after March 31, 2002; provided, however, that the Board of
Directors may at any time prior to that date terminate the Plan.
The Board of Directors may at any time amend the Plan; provided,
however, that, except as contemplated in Section 5(f) hereof, the
Board of Directors shall not, without approval by a majority of
the votes cast by the stockholders of the Company at a meeting of
stock-holders at which a proposal to amend the Plan is voted upon:
(i) increase the maximum number of shares of Stock for which
options may be granted under the Plan, (ii) change the formula as
to minimum option prices, (iii) extend the period during which
options may be granted or exercised, or (iv) amend the
requirements as to the class of persons eligible to receive
options. No termination or amendment of the Plan may, without the
consent of an Optionee, adversely affect the rights of such
Optionee under any option held by such Optionee.

		9. 	Effectiveness of Plan.  The Plan will not be made
effective unless approved by a majority of the votes cast by the
stockholders of the Company at a meeting of stockholders within
twelve (12) months from the date the Plan is adopted by the Board
of Directors, duly called and held for such purpose, and no option
granted hereunder shall be exercisable prior to such approval.

		10. 	Other Actions.  Nothing contained in the Plan
shall be construed to limit the authority of the Company to
exercise its corporate rights and powers, including but not by way
of limitation, the right of the Company to grant or assume options
for proper corporate purposes other than under the Plan with
respect to any employee or other person, firm, corporation or
association.






corp\ina\stk-optn\stkopdir.00


corp\ina\stk-optn\stkopdir.00

EX-4

										Exhibit 4(ii)

	INCENTIVE STOCK OPTION CERTIFICATE

	INSITUFORM TECHNOLOGIES, INC.

	1992 DIRECTOR STOCK OPTION PLAN

	Date of Grant:

	Name of Optionee:

	Number of Shares:

	Price Per Share:  $


	This is to certify that, effective on the date of grant
specified above (which shall in no event be after March 31, 2002),
the Board of Directors of Insituform Technologies, Inc. (the
"Company") or, as determined by the Board of Directors in its sole
discretion, a committee from time to time appointed by the Board
of Directors and consisting of not less than two of its members
(the Board of Directors, or such committee, hereinafter referred
to as the "Committee") has granted to the above-named optionee
(the "Optionee") an option to purchase from the Company, for the
price per share set forth above, the number of shares of Class A
Common Stock, $.01 par value (the "Stock"), of the Company set
forth above pursuant to the Company's 1992 Director Stock Option
Plan (the "Plan").  This option is granted pursuant to Section 6
of the Plan and, except as otherwise provided herein, shall be
treated as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
	The terms and conditions of the option granted hereby, in
addition to the terms and conditions contained in the Plan, are as
follows:
	1.	The price at which each share of Stock subject to this
option may be purchased shall be the price set forth above,
subject to any adjustments which may be made pursuant to Section 9
hereof, provided that it shall in no event be less than the market
value (as determined pursuant to Section 4 hereof) per share of
Stock on the date of grant, and provided further that in the event
the Optionee owns on the date of grant stock possessing more than
10% of the total combined voting power of all classes of stock of
the Company or of any parent or subsidiary corporation (within the
meaning of Sections 424 (e) and (f) of the Code and referred to
herein as "Parent" and "Subsidiary", respectively), the price per
share shall not be less than 110% of the market value per share of
Stock on the date of grant.
	2.	Subject to the terms and conditions set forth herein,
this option may be exercised to purchase shares of Stock covered
by this option only in accordance with the following schedule:
							Cumulative Percentage
							of Aggregate Number of
							Shares of Stock Covered
		Commencement of			by Option Which May be
		Exercise Period			Purchased
		---------------			------------------------

Date of grant.................................. 100%


less, in the case of each exercise period, the number of shares of
Stock, if any, previously purchased hereunder.  This option shall
terminate and no shares of Stock may be purchased hereunder more
than ten years after the date of grant, provided that in the event
the Optionee owns on the date of grant stock possessing more than
10% of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary thereof, this option shall
terminate and no shares of stock may be purchased more than five
years after the date of grant.
	3.	Except as provided in Section 7 hereof, this option may
not be exercised unless the Optionee is in the service of the
Company or any Parent or Subsidiary at the time of such exercise
and shall have been in such service continuously since the date of
the grant of this option.
	4.	Subject to the terms and conditions set forth herein,
the Optionee may exercise this option at any time as to all or any
of the shares of Stock then purchasable in accordance with Section
2 hereof by delivering to the Company written notice specifying:
			(i)	the number of whole shares of
Stock to be purchased together with payment
in full of the aggregate option price of such
shares;

			(ii)	the address to which dividends,
notices, reports, etc. are to be sent; and

			(iii)	the Optionee's social security
number.

Only one Stock certificate will be issued unless the Optionee
otherwise requests in writing.  Payment shall be in cash, or by
certified or bank cashier's check payable to the order of the
Company, free from all collection charges; provided, however, that
payment may be made in shares of Stock owned by the Optionee
having a market value on the date of exercise equal to the
aggregate purchase price, or in a combination of cash and Stock.
For purposes of the Plan, the market value per share of Stock
shall be the last sale price regular way on the date of reference,
or, in case no sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case on the
principal national securities exchange on which the Stock is
listed or admitted to trading, or if the Stock is not listed or
admitted to trading on any national securities exchange, the last
sale price of the Stock as reported on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market
System on such date, or if the Stock is not so reported, the
average of the closing high bid and low asked prices of the Stock
in the over-the-counter market on such date, as reported on
NASDAQ, or if there are no such prices reported on NASDAQ on such
date, as furnished to the Committee by any New York Stock Exchange
member selected from time to time by the Committee for such
purpose.  If there is no bid or asked price reported on any such
date, the market value shall be determined by the Committee in
accordance with the regulations promulgated under Section 2031 of
the Code, or by any other appropriate method selected by the
Committee.  No Optionee shall be entitled to any rights as a
stockholder of the Company in respect of any shares of Stock
covered by this option until such shares of Stock shall have been
paid for in full and issued to the Optionee.
	5.	As soon as practicable after the Company receives
payment for shares of Stock covered by this option, it shall
deliver a certificate or certificates representing the shares of
Stock so purchased to the Optionee, registered in the name of the
Optionee.
	6.	This option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the Optionee.  This
option shall not be transferable other than by will or the laws of
descent and distribution; provided, however, the Optionee may
designate a beneficiary or beneficiaries, in the event of the
death of the Optionee, to exercise the rights of the Optionee and
receive the Stock issued hereunder, such designation to be
provided in such form as shall be prescribed by the Committee, and
shall be effective upon delivery to the Company, and when
effective shall revoke all prior designations.  If the Optionee
dies with no such beneficiary designation in effect, this Option
shall be transferred by will or pursuant to the laws of descent
and distribution.
	7.	In the event that the Optionee's service or employment
with the Company or of any Parent or Subsidiary, whether as a
director of the Company or an employee or consultant of the
Company or any Parent or Subsidiary (hereinafter the "Optionee's
service" and the "Optionee's employment", respectively), is
terminated prior to the time that this option has been fully
exercised, this option shall be exercisable, as to any remaining
shares of Stock subject hereto, only in the following
circumstances:
			(i)	If (x) the Optionee's service as a
director is terminated for any reason, and
(y) the Optionee is not an employee or
consultant of the Company or any Parent or
Subsidiary thereof, or the Optionee's
employment is terminated at or after age 60
or by action of the Company, this option may
be exercised by the Optionee within 30 days
after the last such termination, but only as
to any shares exercisable on the date the
Optionee's service and/or employment so
terminates;

			(ii)   if the Optionee's service and/or
employment is terminated by reason of the
Optionee's total and permanent disability
(pursuant to the terms of any employee
disability benefit plan maintained by the
Company or any Parent or Subsidiary thereof)
while employed by the Company or any Parent
or Subsidiary thereof, this option shall
thereupon become exercisable in full by the
Optionee within 30 days after such
termination;

			(iii)	In the event of the death of the
Optionee during the 30-day period after
termination of service and/or employment
covered by (i) above, the Optionee's
beneficiary or the person or persons to  whom
his rights are transferred by will or the
laws of descent and distribution shall have a
period of one year from the date of his death
to exercise any options which were
exercisable by the Optionee at the time of
his death;

			(iv)	In the event of the death of the
Optionee while serving as a director or
employed, this option shall thereupon become
exercisable in full, and the person or
persons to whom the Optionee's rights are
transferred by will or the laws of descent
and distribution shall have a period of one
year from the date of the Optionee's death to
exercise such option.

Any options exercised pursuant to the foregoing clause (iii) shall
be treated for all purposes of the Plan as non-statutory stock
options. The provisions of the foregoing clauses (ii) and (iii)
shall apply to this option to the extent permitted by Section
422(d) of the Code and any option in excess thereof shall,
immediately upon the occurrence of the event described in the
foregoing clauses (ii) and (iii), be treated for all purposes of
the Plan as nonstatutory stock options and shall be immediately
exercisable as such as provided in the foregoing clauses (ii) and
(iii). Notwithstanding the foregoing, this option shall in no
event be exercisable after the date of termination of such option
specified in Section 2 hereof.
	8.	This option does not confer on the Optionee any right
to continue in the service of the Company or interfere in any way
with the right of the Company to determine the terms of the
Optionee's service. The grant of any option under the Plan is
entirely within the discretion of the Committee and the grant of
any option under the Plan does not entitle the Optionee to any
further grants of options under the Plan unless the Committee in
its sole discretion so determines to grant further options to the
Optionee.
	9.	In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the
corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the
number and kind of shares covered by this option, or in the option
price per share hereunder.
	10.	This option shall be subject to the requirement that if
at any time the Board of Directors shall determine that the
registration, listing or qualification of the shares of Stock
covered hereby upon any securities exchange or under any federal
or state law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of
shares of Stock hereunder, this option may not be exercised unless
and until such registration, listing, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors.  The
Committee may require that the person exercising this option shall
make such representations and agreements and furnish such
information as it deems appropriate to assure compliance with the
foregoing or any other applicable legal requirements.
	11.	This option and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of
the Plan, which shall be controlling.  All interpretations or
determinations of the Committee shall be binding and conclusive
upon the Optionee and his legal representatives on any question
arising hereunder or under the Plan.
	12.	The Optionee shall be responsible for all income, FICA
and Medicare taxes applicable to any income realized upon the
exercise of any option hereunder.
	13.	By acceptance of this option, the Optionee agrees that
in the event the Optionee sells or otherwise disposes of any
shares of Stock subject to this option on or prior to (i) the date
two years from the date of the grant of this option, or (ii) the
date one year from the transfer of any of such shares to him
pursuant to the exercise of this option or any portion thereof,
the Optionee shall promptly upon the occurrence of any such event
(x) give notice to the Company of the occurrence thereof, which
notice shall specify the manner in which such shares of Stock were
sold or disposed of and the consideration received therefor, (y)
furnish to the Company such other information as may reasonably be
requested by the Company, and (z) to the extent required by the
Company, pay to the Company the amount of any taxes which the
Company may be required to withhold with respect to such shares.
	14.	All notices hereunder to the Company shall be delivered
or mailed to the following address:

	Insituform Technologies, Inc.
	702 Spirit 40 Park Drive
	Chesterfield, MO 63005

	Attention: Secretary

Such address for the service of notices may be changed at any time
provided notice of such change is furnished in advance to the
Optionee.
						INSITUFORM TECHNOLOGIES, INC.



						By
						   --------------------------------


						-----------------------------------
									   Option Holder




				STOCK OPTION CERTIFICATE

	INSITUFORM TECHNOLOGIES, INC.

	1992 DIRECTOR STOCK OPTION PLAN

	Date of Grant:

	Name of Optionee:

	Number of Shares:

	Price Per Share:


	This is to certify that, effective on the date of grant
specified above (which shall in no event be after March 31, 2002),
 the Board of Directors of Insituform Technologies, Inc. (the
"Company"), or, as determined by the Board of Directors in its
sole discretion, a committee from time to time appointed by the
Board of Directors and consisting of not less than two of its
members (the Board of Directors, or such committee, hereinafter
referred to as the "Committee") has granted to the above-named
optionee (the "Optionee") an option to purchase from the Company,
for the price per share set forth above, the number of shares of
Class A Common Stock, $.01 par value (the "Stock"), of the Company
set forth above pursuant to the Company's 1992 Director Stock
Option Plan (the "Plan").  This option shall not be treated as an
"incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
	The terms and conditions of the option granted hereby, in
addition to the terms and conditions contained in the Plan, are as
follows:
	1.	The price at which each share of Stock subject to this
option may be purchased shall be the price set forth above,
subject to any adjustments which may be made pursuant to Section 9
hereof.
	2.	Subject to the terms and conditions set forth herein,
this option may be exercised to purchase shares of Stock covered
by this option only in accordance with the following schedule:
							Cumulative Percentage
							of Aggregate Number of
							Shares of Stock Covered
		Commencement of			by Option Which May be
		Exercise Period			Purchased
		----------------		------------------------

Date of grant.................................. 100%


less, in the case of each exercise period, the number of shares of
Stock, if any, previously purchased hereunder.  This option shall
terminate and no shares of Stock may be purchased hereunder more
than ten years after the date of grant.
	3.	Except as provided in Section 7 hereof, this option may
not be exercised unless the Optionee is in the service of the
Company or any parent or subsidiary corporation (within the
meaning of Sections 424 (e) and (f) of the Code and referred to
herein as "Parent" and "Subsidiary", respectively), at the time of
such exercise and shall have been in such service continuously
since the date of the grant of this option.
	4.	Subject to the terms and conditions set forth herein,
the Optionee may exercise this option at any time as to all or any
of the shares of Stock then purchasable in accordance with Section
2 hereof by delivering to the Company written notice specifying:
			(i)		the number of whole shares of
Stock to be purchased together with payment
in full of the aggregate option price of such
shares;

			(ii)		the address to which dividends,
notices, reports, etc. are to be sent; and

			(iii)	the Optionee's social security
number.

Only one Stock certificate will be issued unless the Optionee
otherwise requests in writing.  Payment shall be in cash, or by
certified or bank cashier's check payable to the order of the
Company, free from all collection charges; provided, however, that
payment may be made in shares of Stock owned by the Optionee
having a market value on the date of exercise equal to the
aggregate purchase price, or in a combination of cash and Stock.
For purposes of the Plan, the market value per share of Stock
shall be the last sale price regular way on the date of reference,
or, in case no sale takes place on such day, the average of the
closing bid and asked prices regular way, in either case on the
principal national securities exchange on which the Stock is
listed or admitted to trading, or if the Stock is not listed or
admitted to trading on any national securities exchange, the last
sale price of the Stock as reported on the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market
System on such date, or if the Stock is not so reported, the
average of the closing high bid and low asked prices of the Stock
in the over-the-counter market on such date, as reported on
NASDAQ, or if there are no such prices reported on NASDAQ on such
date, as furnished to the Committee by any New York Stock Exchange
member selected from time to time by the Committee for such
purpose.  If there is no bid or asked price reported on any such
date, the market value shall be determined by the Committee in
accordance with the regulations promulgated under Section 2031 of
the Code, or by any other appropriate method selected by the
Committee.  No Optionee shall be entitled to any rights as a
stockholder of the Company in respect of any shares of Stock
covered by this option until such shares of Stock shall have been
paid for in full and issued to the Optionee.
	5.	As soon as practicable after the Company receives
payment for shares of Stock covered by this option, it shall
deliver a certificate or certificates representing the shares of
Stock so purchased to the Optionee, registered in the name of the
Optionee.
	6.	This option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the Optionee.  This
option shall not be transferable other than by will or the laws of
descent and distribution; provided, however, the Optionee may
designate a beneficiary or beneficiaries, in the event of the
death of the Optionee, to exercise the rights of the Optionee and
receive the Stock issued hereunder, such designation to be
provided in such form as shall be prescribed by the Committee, and
shall be effective upon delivery to the Company, and when
effective shall revoke all prior designations.  If the Optionee
dies with no such beneficiary designation in effect, this Option
shall be transferred by will or pursuant to the laws of descent
and distribution.
	7.	In the event that the Optionee's service or employment
with the Company or of any Parent or Subsidiary, whether as a
director of the Company or an employee or consultant of the
Company or any Parent or Subsidiary (hereinafter the "Optionee's
service" and the "Optionee's employment", respectively), is
terminated prior to the time that this option has been fully
exercised, this option shall be exercisable, as to any remaining
shares of Stock subject hereto, only in the following
circumstances:
			(i)	If (x) the Optionee's service as a
director is terminated for any reason, and
(y) the Optionee is not an employee or
consultant of the Company or any Parent or
Subsidiary thereof, or the Optionee's
employment is terminated at or after age 60
or by action of the Company, this option may
be exercised by the Optionee within 30 days
after the last such termination, but only as
to any shares exercisable on the date the
Optionee's service and/or employment so
terminates;

			(ii)   if the Optionee's service and/or
employment is terminated by reason of the
Optionee's total and permanent disability
(pursuant to the terms of any employee
disability benefit plan maintained by the
Company or any Parent or Subsidiary thereof)
while employed by the Company or any Parent
or Subsidiary thereof, this option shall
thereupon become exercisable in full by the
Optionee within 30 days after such
termination;

			(iii)		In the event of the death of the
Optionee during the 30-day period after
termination of service and/or employment
covered by (i) above, the Optionee's
beneficiary or the person or persons to  whom
his rights are transferred by will or the
laws of descent and distribution shall have a
period of one year from the date of his death
to exercise any options which were
exercisable by the Optionee at the time of
his death;

			(iv)	In the event of the death of the
Optionee while serving as a director or
employed, this option shall thereupon become
exercisable in full, and the person or
persons to whom the Optionee's rights are
transferred by will or the laws of descent
and distribution shall have a period of one
year from the date of the Optionee's death to
exercise such option.

Notwithstanding the foregoing, this option shall in no event be
exercisable after the date of termination of such option specified
in Section 2 hereof.
	8.	This option does not confer on the Optionee any right
to continue in the service of the Company or interfere in any way
with the right of the Company to determine the terms of the
Optionee's service. The grant of any option under the Plan is
entirely within the discretion of the Committee and the grant of
any option under the Plan does not entitle the Optionee to any
further grants of options under the Plan unless the Committee in
its sole discretion so determines to grant further options to the
Optionee.
	9.	In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the
corporate structure or shares of the Company, the Committee shall
make such adjustments, if any, as it deems appropriate in the
number and kind of shares covered by this option, or in the option
price per share hereunder.
	10.	This option shall be subject to the requirement that if
at any time the Board of Directors shall determine that the
registration, listing or qualification of the shares of Stock
covered hereby upon any securities exchange or under any federal
or state law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in
connection with, the granting of this option or the purchase of
shares of Stock hereunder, this option may not be exercised unless
and until such registration, listing, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors.  The
Committee may require that the person exercising this option shall
make such representations and agreements and furnish such
information as it deems appropriate to assure compliance with the
foregoing or any other applicable legal requirements.
	11.	This option and the terms and conditions herein set
forth are subject in all respects to the terms and conditions of
the Plan, which shall be controlling.  All interpretations or
determinations of the Committee shall be binding and conclusive
upon the Optionee and his legal representatives on any question
arising hereunder or under the Plan.
	12.	The Optionee shall be responsible for all income, FICA
and Medicare taxes applicable to any income realized upon the
exercise of any option hereunder.
	13.	All notices hereunder to the Company shall be delivered
or mailed to the following address:
	Insituform Technologies, Inc.
	702 Spirit 40 Park Drive
	Chesterfield, MO 63005

	Attention: Secretary




Such address for the service of notices may be changed at any time
provided notice of such change is furnished in advance to the
Optionee.
						INSITUFORM TECHNOLOGIES, INC.




						By
						   ----------------------------------


						-------------------------------------
						                   , Option Holder










corp\ina\stk-optn\stopdiso.00.doc	17

EX-5

	EXHIBIT 5





	KRUGMAN & KAILES LLP
	Park 80 West - Plaza Two
	Saddle Brook, New Jersey 07663
	(201) 845-3434







							  July 6, 2001


Insituform Technologies, Inc.
702 Spirit 40 Park Drive
Chesterfield, Missouri  63005

Dear Sirs:

	We have acted as counsel for Insituform Technologies, Inc., a
Delaware corporation (the "Company"), in connection with the
registration statement on Form S-8 being filed by the Company
under the Securities Act of 1933 with respect to 1,000,000 shares
(the "Shares") of the Company's class A common stock, $.01 par
value, which have been or are to be offered by the Company to its
directors pursuant to the Insituform Technologies, Inc. 1992
Director Stock Option Plan (the "Plan").

	In connection with such registration statement, we have
examined such records and documents and such questions of law as
we have deemed appropriate for purposes of this opinion.  On the
basis of such examination, we advise you that in our opinion:

		(1)  the Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware; and

		(2)  the Shares have been duly and validly authorized
and, when issued and paid for in accordance with the terms of
the Plan and stock options duly granted or to be granted
thereunder, will be validly issued, fully paid and non-
assessable.


Insituform Technologies, Inc.	July 6, 2001
Page 2 of 2

	We hereby consent to the filing of this opinion as an exhibit
to the foregoing registration statement.


			Very truly yours,

			s/Krugman & Kailes LLP

			KRUGMAN & KAILES LLP








































corp\in\opinltrs\s-8dir.00