DELAWARE
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17988
Edison Avenue
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13-3032158
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(State
or other jurisdiction of
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Chesterfield,
Missouri 63005
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(I.R.S.
Employer
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incorporation
or organization)
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(636)
530-8000
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Identification
No.)
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CALCULATION
OF REGISTRATION FEE
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|||||
Title
of each class of
securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price per
share(2)
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Proposed
maximum
aggregate
offering price (2)
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Amount
of
registration
fee
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Insituform Technologies, Inc. Class A
Common Stock, $0.01 par value (1)
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750,000
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$19.59
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$14,692,500.00
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$451.06
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(1)
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Includes
one attached Preferred Share Purchase Right per share.
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(2)
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Estimated
solely for the purposes of computing the Registration Fee pursuant
to the
provisions of Rule 457(c) and (h), based upon the average of the
high and
low sale prices of Class A common stock, $0.01 par value, of the
Registrant as reported on the Nasdaq Global Select Market on April
27,
2007.
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(i)
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The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2006;
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(ii)
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The Registrant’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2007; |
(iii)
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The
Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 15,
2007;
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(iv)
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The
Registrant’s Current Reports on Form 8-K filed on January
17, 2007 and
April 3, 2007; and
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(v)
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The
description of the Registrant’s Class A Common Stock set forth in the
Registrant’s Registration Statement filed pursuant to Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports
filed
for the purpose of updating such description.
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INSITUFORM
TECHNOLOGIES, INC.
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By
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/s/
Thomas S. Rooney,
Jr.
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Thomas
S. Rooney, Jr.
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|
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President
and Chief Executive Officer
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Signature
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Title
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Date
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/s/
Thomas S. Rooney,
Jr.
Thomas
S. Rooney, Jr.
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President,
Chief Executive Officer and Director
(Principal
Executive Officer)
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May
1, 2007
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/s/
David A.
Martin
David
A. Martin
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Vice
President and Controller
(Principal
Financial and Accounting Officer)
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May
1, 2007
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/s/
Alfred L.
Woods
Alfred
L. Woods
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Director
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May
1, 2007
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/s/
Stephen
P.
Cortinovis
Stephen
P. Cortinovis
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Director
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May
1, 2007
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/s/
Stephanie
A.
Cuskley
Stephanie
A. Cuskley
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Director
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May
1, 2007
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/s/
John
P.
Dubinsky
John
P. Dubinsky
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Director
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May
1, 2007
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/s/
Juanita H.
Hinshaw
Juanita
H. Hinshaw
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Director
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May
1, 2007
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/s/
Alfred T.
McNeill
Alfred
T. McNeill
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Director
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May
1, 2007
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/s/
Sheldon
Weinig
Sheldon
Weinig
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Director
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May
1, 2007
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Exhibit
No.
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Description
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4.1
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Restated
Certificate of Incorporation of the Registrant, as amended through
April
27, 2005 (incorporated by reference to Exhibit 3.1 to the Registrant’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2007),
and
incorporated herein by reference.
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4.2 |
Certificate
of Designation, Preferences and Rights of Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit 3.1 to the
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2001), and incorporated herein by reference.
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4.3
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Amended
and Restated By-Laws of the Company, as amended through July 25,
2006
(incorporated by reference to Exhibit 3.1 to the Current Report on
Form
8-K dated and filed July 27, 2006), and incorporated herein by
reference.
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5.1*
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Opinion
of Thompson Coburn LLP as to the legality of the securities being
registered (with consent to file included therein).
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23.1*
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Consent
of PricewaterhouseCoopers LLP.
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24.1*
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Power
of Attorney (set forth on signature page hereto).
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99.1
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Insituform
Technologies, Inc. Employee Stock Purchase Plan (incorporated by
reference
to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed by
the Registrant on March 15, 2007), and incorporated herein by
reference.
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