SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-C
Report by Issuer of Securities Quoted on NASDAQ
Interdealer Quotation System
Filed pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934 and
Rule 13a-17 or 15d-17 thereunder
INSITUFORM TECHNOLOGIES, INC.
------------------------------------------------------------------
(Exact name of issuer as specified in charter)
1770 Kirby Parkway, Suite 300, Memphis, Tennessee 38138
------------------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number, including area code: 901-759-7473
I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in
the number of shares outstanding:
1. Title of security: class A common stock, $.01 par value
("Common Stock")
2. Number of shares outstanding before the change: 13,918,045
(December 9, 1992)
3. Number of shares outstanding after the change: 14,649,554
(September 1, 1995)
4. Effective date of change: September 1, 1995
5. Method of change: Exercise of stock options; 1993
acquisition of Insituform Midwest, Inc.
Brief description of transaction:
On September 1, 1995, Insituform Technologies, Inc. (the
"Company") issued a number of shares of Common Stock pursuant to
exercises of employee stock options granted under the stock option
plans of the Company and its subsidiaries which, when aggregated
with all other issuances of Common Stock since its last Form 10-C
dated December 9, 1992, represented an increase in the number of
shares outstanding since December 9, 1992 of in excess of 5%. The
number of shares issued between December 9, 1992 and September 1,
1995 consisted of (i) an aggregate of 620,441 shares issued upon
exercise of stock options granted under stock option plans of the
Company and its subsidiaries and (ii) an aggregate of 111,068
shares issued in 1993 and 1994 in connection with the Company's
1993 acquisition of Insituform Midwest, Inc. <PAGE>
<PAGE>
II. CHANGE IN NAME OF ISSUER
1. Name prior to change: not applicable
2. Name after change: not applicable
3. Effective date of charter amendment change name: not
applicable
4. Date of shareholders approval of change if required: not
applicable
Dated: September 1, 1995 S/William A. Martin
-------------------------------
William A. Martin
Senior Vice President,
Chief Financial Officer
corp\ina\sec.doc\10-c.895
