Mail Stop 7010
      September 15, 2005

By U.S. Mail and Facsimile

Mr. Jerry W. Fanska
Vice President - Finance and Treasurer
Layne Christensen Company
1900 Shawnee Mission Parkway
Mission Woods, Kansas 66205

Re:	Layne Christensen Company
	Form 10-K for the Fiscal Year Ended January 31, 2005
	Forms 10-Q for the Fiscal Quarters Ended April 30, 2005 and
July 31, 2005
      	File No.  000-20578

Dear Mr. Fanska:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the Fiscal Year Ended January 31, 2005

Item 6 - Selected Financial Data, page 19

1. In future annual filings, please present income (loss) from
continuing operations per common share as required by Item 301 of
Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21

Unallocated Corporate Expenses, page 29

2. Please supplementally tell us which expenses are included in
unallocated corporate expenses and your rationale for categorizing
these expenses in this manner in lieu of allocating them to a
reportable segment.

Financial Statements, page 41

Note 9 - Income Taxes, page 64

3. Reference is made to the federal income tax matters referred to
in
the last paragraph of Note 9.  If these matters have not yet been
resolved, please tell us the current status, the nature of the
overall issue, the specific issues causing the delay in
resolution,
the actions necessary on the part of the Internal Revenue Service
and/or the company, the amount of potential exposure and the
amount
of any accruals.  Tell us the basis for your belief that the
Internal
Revenue Service will grant relief and that the ultimate outcome of
the federal income tax return audits will not result in a material
impact on the your consolidated results of operations or financial
position.  It is unclear from your disclosure whether you hold the
same belief with respect to the impact of the resolution on your
cash
flows.

Exhibit 31 - Section 302 Certifications

4. Please revise the section 302 certifications in your Form 10-K
for
fiscal year ended January 31, 2005 and Forms 10-Q for fiscal
quarters
ended April 30, 2005 and July 31, 2005 to conform to the exact
wording as indicated in Item 601(B)(31) of Regulation S-K.
Specifically refer to certification #4 and include:

* the reference in the lead-in sentence to "internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f)
and
15d-15(f))" in both Forms 10-K and 10-Q; and
* in your Form 10-K, paragraph (b) should state that you have
"designed such internal control over financial reporting, or
caused
such internal control over financial reporting to be designed
under
your supervision...."

In doing so, please re-file your Forms 10-K and 10-Q.


Form 10-Q for the Fiscal Quarter Ended July 31, 2005

Note 8 - Contingencies, page 15

5. We note your disclosure included in the above referenced note
as
well as in Item 3 and Note 15 of your Form 10-K for the year ended
January 31, 2005.  In neither case is a discussion of any specific
matter provided.  Your disclosure indicates that "the resolution
of
any of these matters may have an impact on the financial results
for
the period in which the matter is resolved."  We assume that this
statement implies a "material impact" on the financial results.
However, you continue and state that "the Company believes that
the
ultimate disposition of these matters, will not, in the aggregate,
have a material adverse effect upon its business or consolidated
financial position, results of operations or cash flow."  The
disclosure provided, in some respects, appears contradictory.
Please
clarify, as appropriate.  Tell us about any matters whose ultimate
resolution is at least reasonably possible to have a material
impact
to you.  You should include all disclosures required by SFAS No.
5,
Accounting for Contingencies.  In addition, management`s
discussion
and analysis should include a discussion of known events and
uncertainties using the two-part assessment discussed in section
501.02 of the SEC Codification of Financial Reporting Policies.

*	*	*

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

     If you have any questions regarding these comments, you may
contact Dale Welcome, Staff Accountant, at (202) 551-3865, Nathan
Cheney, Assistant Chief Accountant, at (202) 551-3714 or, in their
absence, to the undersigned at (202) 551-3768.


      Sincerely,



      John Cash
								Accounting Branch Chief
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Mr. Jerry W. Fanska
Layne Christensen Company
September 15, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE