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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

o Check box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).

o Form 3 Holdings Reported

x Form 4 Transactions Reported

1.	Name and Address of Reporting Person*	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Shaw, Jerry (Last) (First) (Middle)		Insituform Technologies, Inc. (INSU)
	705 McBride Pointe	4.	Statement for Month/Year				5.	If Amendment, Date of Original (Month/Year)
			February 2002
	(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Reporting (Check Applicable Line)
	Wildwood, MO 63011 (City)        (State)        (Zip)		o	Director	o	10% Owner		x	Form filed by One Reporting Person
			x	Officer (give title below)				o	Form filed by More than One Reporting Person
			o	Other (specify below)
				Vice President-Tunneling (Affholder, Inc., a wholly-owned subsidiary of the issuer)

* If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/Day/Year)

2A.

Deemed Execution Date, if any (Month/Day/Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at the End of Issuer's Fiscal Year (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

None

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned   (e.g., puts, calls, warrants, options, convertible securities)
1.	Title of Derivative Security (Instr. 3)	2.	Conversion or Exercise Price of Derivative Security		3.	Transaction Date (Month/Day/Year)	3A.	Deemed Execution Date, if any (Month/Day/Year)	4.	Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
												(A)	(D)
	Stock Option (right to buy)			$23.92		2/25/02				A(1)		8,053	- --
	Stock Option (right to buy)			$23.92		2/25/02				A(2)		748	- --

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)

6.

Date Exercisable and Expiration Date (Month/Day/Year)

7.

Title and Amount of Underlying Securities (Instr. 3 and 4)

8.

Price of Derivative Security (Instr. 5)

9.

Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)

10.

Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11.

Nature of Indirect Beneficial Ownership (Instr. 4)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2/25/02(1)

2/25/12

Class A common shares, $.01 par value

8,053

See column 2

32,453

D

- --

2/25/02(2)

2/25/12

Class A common shares, $.01 par value

748

See column 2

1,898

I

By spouse

Explanation of Responses:

(1) Grant to the undersigned of option to buy 8,053 shares of common stock under the issuer's 2001 Employee Equity Incentive Plan, 2,013 of which are exercisable on February 25, 2002 (date of grant), 2003 and 2004, respectively, and 2,014 of which are exercisable on February 25, 2005.

(2) Grant to the undersigned's spouse of option to buy 748 shares of common stock under the issuer's 2001 Employee Equity Incentive Plan, 187 of which are exercisable on February 25, 2002 (date of grant) and each anniversary thereof through February 25, 2005, respectively.

/s/ Jerry Shaw	February 6, 2003
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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