EXHIBIT 99.2

                          INSITUFORM TECHNOLOGIES, INC.
                        OCTOBER 31, 2003 CONFERENCE CALL

Operator:            Good day and welcome everyone to this Insituform third
                     quarter 2003 earnings conference call. Today's call is
                     being recorded. At this time for opening comments and
                     introductions, I would like to turn the call over to the
                     President and Chief Executive Officer, Mr. Tom Rooney.
                     Please go ahead, sir.

Tom Rooney:          Good morning. First I'd like to say thank you for
                     participating this morning, and I appreciate everybody's
                     patience with regards to conducting this conference call an
                     hour earlier than we normally do. We felt that it was
                     important to be able to distribute as much information to
                     you prior to the market opening given our earnings for the
                     third quarter. So we appreciate that, and in the future we
                     will be back at our normal time.

                     With that I'd like to turn it over to Thomas Cook.

Thomas Cook:         Any financial or statistical information presented during
                     this call, including any non-GAAP measures, the most
                     directly comparable GAAP measures, and a reconciliation to
                     GAAP results will be available on our website,
                     insituform.com.

                     During this conference we'll make forward-looking
                     statements, which are inherently subject to risk and
                     uncertainties. Our results could differ materially from
                     those currently anticipated due to a number of factors
                     described in our SEC filings and throughout this
                     conference. We do not assume the duty to update
                     forward-looking statements. Please use caution and do not
                     rely on such statements.

Tom Rooney:          Again good morning. While the results of the quarter just
                     ended are disappointing, we are optimistic about our
                     future. We are committed to making the necessary
                     investments in our people, research, and technology in
                     order to continue our momentum as the leader in our
                     industry.

                     I have to say that like anyone else, I don't like to see
                     earnings like we are reporting for this quarter, but I'm
                     very optimistic about our future. I'm optimistic because I
                     have spent the past three months discovering the great
                     strengths that we can tap into to drive this company
                     forward. I'm optimistic because our management team has
                     identified more than two dozen initiatives that will
                     finally position Insituform to excel for many years to come
                     in this critical and growing industry. I'm optimistic
                     because we have a new sense of resolve throughout the
                     management team, and throughout the entire Insituform
                     organization. We have much work ahead of us, but we also
                     have a dominant market position, the best employees in the
                     industry, and now we have a strategic plan to move forward.

                     I assume by now that you've seen the earnings release, so I
                     will not spend much time reviewing the third quarter
                     results. I would rather focus on our strategic directions,
                     which are aimed to more fully capitalize on Insituform's
                     industry leading position.

                     This quarter's - this quarter's results were primarily due
                     to operational issues. Work volume and performance issues
                     in pipebursting, microtunneling, and horizontal directional
                     drilling, low work volume in two regions in our
                     rehabilitation business, and delays in backlog issues in
                     the tunneling segment.



                     Also occurring in the quarter was the departure of my
                     predecessor. Severance and related charges were
                     approximately $1.2 million, the full charge being taken in
                     the third quarter. This had a three-cent impact to earnings
                     per share for the third quarter.

                     The remaining domestic business units on a consolidated
                     basis are performing within our range of expectations.
                     However, the volume is not evenly distributed so that some
                     of our units are performing above expectations while others
                     are lagging somewhat behind. We are benefiting from reduced
                     overhead from recent cost management efforts, although
                     gross margins have remained under pressure during the year,
                     and in the most recent quarter compared to a year ago.

                     Partially offsetting the disappointing results in North
                     America was a strong performance in Europe. European
                     operating income increased approximately 50 percent in the
                     third quarter of 2003, compared to the same period a year
                     ago. We're optimistic about our acquisition of the
                     Insituform East assets this quarter. In the short period
                     between the time of the acquisition and the end of the
                     third quarter, East's assets generated half a million
                     dollars in revenues. The impact on earnings per share in
                     the third quarter was negligible, but we expect measurable
                     accretive contribution in the fourth quarter.

                     Throughout the company we continue to focus on
                     strengthening our backlog. I am pleased to report that
                     orders remain consistent throughout the third quarter,
                     continuing the acceleration that we saw in the second
                     quarter. To that end, the order-to-revenue ratio was 1.13,
                     representing the first time that we have been above 1.0
                     since the second quarter of 2002.

                     We see this positive trend in orders despite the fact that
                     nearly a year ago we reduced our sales force by half. Today
                     we are more focused than ever on real growth, so we intend
                     to reconstitute our sales force in order to maximize our
                     position in the industry.

                     The rebuilding of our sales force is but one initiative
                     that we are ramping up right now in order to generate real
                     improvements in our revenue and profits. Over the past six
                     months we have taken a long and hard look at the business,
                     and we have identified several significant areas for
                     improvement. Already we have identified more than two dozen
                     initiatives designed to reposition the company. Some of
                     these initiatives are simply doing what we already do
                     better, but many of these initiatives require the absolute
                     investment of capital. The initiatives that the company
                     will be undertaking have been well thought out, and will be
                     aimed at maintaining our dominant status in the industry.

                     We will lead the industry in development of new products
                     and strategies rather than simply chasing industry trends.
                     Our initiatives are intended to make significant changes
                     throughout the company, and basically fall into one of
                     three categories. Our three specific objectives are: to
                     one, reduce our overall operational expenses in order to be
                     more competitive and more profitable in low bid markets;
                     two, to innovate new products and processes in order to
                     meet our clients' unique needs while at the same time
                     increasing our profit margins; and finally three, to drive
                     higher growth through expanded sales.

                     The three most important opportunities for the company in
                     order to reduce overall operational expenses are in
                     trucking and logistics, the cost of quality, and the
                     financial exposures related to safety. With over 60
                     installation crews and multiple manufacturing sites in the
                     United States alone, the cured-in-place pipe rehabilitation
                     segment of our business has a sizable fleet of vehicles and
                     related equipment. The allocation of support equipment
                     among our crews and efficient utilization of trucks
                     delivering perishable



                     goods to the field require significant logistics planning
                     and execution. Today we simply don't do a good enough job
                     of managing those logistics.

                     Over the next year and a half, the company plans to
                     increase its investment in logistics planning, fleet
                     management, and asset tracking systems. This will allow us
                     to assess our requirements and efficiently deploy our
                     assets without carrying excess capacity. The cost to
                     implement these systems primarily affect the fourth quarter
                     of this year and 2004 with a modest return in 2005, and an
                     increased return in 2006 and beyond.

                     One of the most important things that we have discovered
                     over the last seven months is that our cost of quality is
                     far too great. The amount of money that the company spends
                     each year in insurance claims generated by sewer backups
                     alone is staggering, and it all comes down to quality
                     procedures and execution. A critical initiative over the
                     next 18 months will focus on improving quality in order to
                     drive costs out of our operating expenses.

                     Finally, but most importantly, we're making immediate and
                     ongoing investments in safety and safety training. The
                     impact of these initiatives will result in an immediate
                     impact to our gross margins, although the net financial
                     cost is expected to turn in 2005 and yield financial
                     benefits in future years.

                     Having indicated the financial benefit of our safety
                     efforts, it's important to point out that these are
                     investments in our people. Although enhanced job
                     satisfaction, worker security, and reduced risk of
                     interruptions in the personal health of our workers are
                     benefits that are impossible to value in dollars, the cost
                     savings from reduced insurance premiums and claims alone
                     made this investment one of the easiest decisions I've made
                     as the CEO. Safety is in fact our top priority.

                     Also in the second quarter we announced our intention to
                     further enhance our Batesville, Mississippi, manufacturing
                     plant. The plant is being expanded to accommodate an
                     additional felting line and to add coating capabilities.
                     The reduction in raw materials costs from manufacturing
                     more of our own felt, and the savings from the elimination
                     of trucking costs to and from our third party coating site
                     will generate an immediate contribution to our bottom line.

                     After completion of the Batesville plant expansion, our
                     original manufacturing facility in Memphis will be
                     decommissioned, eliminating some of the redundant overhead
                     costs.

                     In addition to enhancing our manufacturing capabilities and
                     reducing our production costs, we are continuing to invest
                     in new and innovative products. Increasingly you will see
                     Insituform bring a more complete set of trenchless
                     solutions to our customers. By doing so we will continue to
                     differentiate ourselves from our competition, and we will
                     reduce the amount of margin-reducing subcontract work
                     necessary to complete jobs.

                     Insituform has quietly launched several new product
                     offerings recently. For the most part these new products
                     have been solutions to the trenchless rehabilitation of
                     gravity sewer lines, our main line of business. One of the
                     products, structural panels, is not new to the market.
                     However, we have pioneered the application of a
                     manufacturing process that yields far greater cost
                     advantages in manufacture, and a much higher consistency in
                     quality of fit when compared to traditional lay up
                     construction methods for reinforced fiberglass panels.

                     Our company has a proud history of innovation in the
                     manufacture and installation of our now 30-year-old
                     cured-in-place product. Continuing that tradition, we have
                     begun using



                     a new CIPP product that is a slight variation on our
                     traditional manufacturing process. The highly integrated
                     product is proving itself in difficult installations, and
                     increased installation efficiencies on the job site. A new
                     - a new resin formulation now allows us to increase hauling
                     distances with fewer tubes curing in transit. Our engineers
                     have discovered a resin formulation that retards curing
                     while in transit with no measurable impact to cure times in
                     field installations.

                     Additionally we have been piloting an entirely new CIPP
                     product that utilizes a new, stronger carrier medium and
                     different resins. The new product benefits from reduced
                     cure times, thinner walls, and equal strength to our
                     heritage product.

                     It's worth noting that the product innovation was the
                     genesis of this company in the 1970s, and frankly we
                     haven't focused enough on product innovation in the last
                     few years. But today product innovation is central to our
                     growth strategy going forward.

                     The last of our three specific objectives is driving higher
                     growth through expanded sales. While our backlog
                     replacement rate has recently kept pace with installations
                     in spite of sales force reductions from last year's
                     restructuring, we intend to begin building backlog at a
                     greater rate as a catalyst for growth.

                     To achieve increased orders, we will begin strategically
                     increasing our sales force. It takes time for a new sales
                     person to become established in a market in order to begin
                     generating incremental orders for the company. Even after
                     an order is booked there is some lag time before work
                     begins and the company realizes a profit on the sale.

                     Therefore, our sales force investments, though primarily
                     occurring in 2004, are not likely to yield significant
                     returns until 2005 and beyond. The expected payback on our
                     sales force expansion is one year, including ongoing
                     support costs for those sales people.

                     So to reiterate, our three specific objectives are: to one,
                     reduce our overall operational expenses in order to be more
                     competitive and more profitable in low bid markets; two, to
                     innovate new products and processes in order to meet our
                     clients' unique needs, while at the same time increasing
                     our profit margins; and three, drive higher growth through
                     expanded sales.

                     Let me be clear that the steps that we are taken - taking
                     are not taken with a focus on improving short-term results.
                     It goes without saying that where opportunities exist to
                     improve operations in the near term, we will take them, but
                     not at the expense of long-term growth and profitability.
                     We anticipate that the expenditures associated with
                     repositioning the company will take place over the next 24
                     months, yet we don't expect to see measurable bottom line
                     improvements associated with these initiatives for 12 to 18
                     months.

                     However, when properly implemented, we see the impact to be
                     the kind of long-term profitability gain that best serves
                     our company, and which will finally begin to meet our
                     shareholders' long-range expectations.

                     The fact that we're fiscally strong allows us to take these
                     steps. By making these investments, we are building a
                     better future for our company by putting knowledge, people,
                     and assets into place to increase revenue, control costs,
                     and produce innovative products, and improve our bottom
                     line.

                     I am very optimistic about our industry in general. The
                     deterioration of the country's aging infrastructure is
                     widely known. We are uniquely situated as the industry's



                     undisputed leader in pipeline rehabilitation to take
                     advantage of these opportunities and become a real
                     contributor to the financial soundness and environment
                     health of the communities we serve.

                     The financial rewards for being a diligent steward of the
                     technology and resources with which we are entrusted are
                     great. The investments we will be making in the immediate
                     future will put us in a position to enhance our leadership
                     in the industry, and to expand the range of solutions that
                     we can provide to our customers.

                     That concludes this update of our business, and I'd be
                     happy to take any questions that you have.

Operator:            Thank you. If you'd like to ask a question or make a
                     comment, you may signal us by pressing the star key
                     followed by the number one on your telephone keypad at this
                     time. Once again it's star one to ask a question or make a
                     comment, and we'll pause for just a moment to assemble our
                     roster.

                     Our first question comes from Jeff Beach at Stifel
                     Nicolaus. Go ahead.

Jeff Beach:          Yes, good morning, Tom.

Tom Rooney:          Good morning, Jeff.

Jeff Beach:          It would be helpful to just review a little bit of the
                     near-term trends ...

Tom Rooney :         Yes.

Jeff Beach:          ... even though I understand the benefits of the long-term
                     initiatives. Can you help us a little bit with in
                     particular what I view as your two core businesses, your
                     CIPP lining and your tunneling? You talked about a overall
                     increase in the backlog, can you talk about the change
                     quarter-to-quarter, second quarter to third quarter in
                     sewer rehab and in tunneling? And then expand a little bit
                     on what's happening in the market right now if - it looks
                     like the CIPP backlog is up again, and if it's so, is it
                     because the market's improving? Is it aggressive bidding,
                     less competition?

                     And on the tunneling side you talked the last quarter it's
                     been talked about several very large bids that are out and
                     pending, I'd love to hear the status in that regard. And
                     what's happening in the - in the tunneling outlook. Thank
                     you.

Tom Rooney:          Great, Jeff. Good questions. In our two core businesses,
                     cured-in-place and tunneling, yes, our orders are up over
                     our revenues, and that's a very good sign. But keep in mind
                     that in both of those businesses when - from the time when
                     we, if you will, take an order until the time when you see
                     revenue fall to our bottom line, it's anywhere from six to
                     12 months. Therefore, soft revenues today are mostly a
                     reflection on that which happened in orders six to 12
                     months ago. And so you have to sort of disengage revenue
                     numbers today and orders numbers.

                     But to your question, yes we see orders picking up in the
                     cured-in-place business, and we have no reason to think
                     that is not a trend that will continue. The world is full
                     of great stories of cities with pent-up needs that have yet
                     to be addressed, those needs climb daily, they're not being
                     met. So the demand for this work is out there, the only
                     thing that has been constraining it is municipalities'
                     ability to - or inability to get the financing to do the
                     projects. Projects are not going away, the issues are not
                     going away, the federal government through the EPA and the
                     Core of Engineers are putting more and more



                     pressure on the cities, and they've having to find
                     innovative solutions, so we expect that that's the trend
                     that will last for a while.

                     As to the tunneling - oh and by the way in terms of I think
                     you'd said competition and so on, we still seem to have as
                     many competitors, but frankly we're seeing that they are
                     financially weakening. At times that means they're
                     unpredictable in terms of pricing strategies, but overall
                     and in general we have a very clear understanding that our
                     competition is financially weaker today, much weaker than
                     in past periods, and that would indicate good signs for us
                     in the future.

                     As to the tunneling, yes we have been experiencing the bid
                     opportunities that we had talked about. Our Elmore unit has
                     in fact been picking up backlog. As you know they were
                     distracted in the past by trying to close out difficult
                     projects. We put that behind us, we've begun to focus on
                     the bid opportunities in the future, and Elmore is finally
                     starting to pick up backlog to make itself profitable.

                     The Affholder group and some of the other large diameter
                     tunnels is bidding aggressively and appropriately on a lot
                     of projects. Unfortunately there were two significant
                     tunnel projects where we took second by margin-thin errors,
                     which gives me great confidence in our estimating ability
                     and unfortunately it didn't add to our backlog. Having said
                     that, this month we are bidding on the 100 plus million
                     dollar tunnel in Los Angeles, the same tunnel that we took
                     first place on six months ago that the city just couldn't
                     fund at the time. Our backlog of opportunities to bid in
                     the tunneling market are unprecedented and look to be
                     growing by the day, so we're very optimistic about that.

                     Hopefully those answer your questions.

Jeff Beach:          Just two things. One can you give us a sense how much in
                     CIPP orders were up over your revenues, a sense as how much
                     backlog continues to build? And in regard to that, as I
                     remember, I think it was starting in March that the orders
                     started to pick up dramatically over what - where they had
                     been running, it's been about six months now. Are we going
                     to see that finally start to translate into revenues here
                     in the upcoming months?

                     And then second, back on the tunneling, did it increase? Is
                     it down because you haven't won anything? Are you in danger
                     of seeing inadequate revenues ahead?

Tom Rooney:          On the - on the rehab side our orders to revenue for the
                     rehab alone would be on the order of 1.1. And I guess I
                     would tell you that the fourth and first quarter - fourth
                     quarter of last year, first quarter of this year were very,
                     very light, and we got closer to where we need to be as was
                     suggested in the second quarter and much better now in the
                     third quarter.

                     Tunneling, are we in danger? No, we have - you know, the
                     projects that we have, have long durations, so we're
                     working through and profiting from those projects. We have
                     been hurt interestingly enough by five of our major
                     tunneling projects have hit delays wherein we hit change
                     conditions, and inevitably we will be earning more revenue
                     from those projects, but we just can't do the projects now
                     as we sit and wait for engineering solutions from our
                     client. That is to say that we typically will make more
                     profit on those projects, we just have to wait. Never
                     before have we had five projects hit that challenge in one
                     quarter, so no I think we're very optimistic about
                     tunneling. Our order to revenue in this quarter for
                     tunneling was on the order of 1.2.

Jeff Beach:          Thank you.



Operator:            And moving on we'll now turn to BB&T Capital Markets' Jack
                     Kasprzak. Please go ahead.

Jack Kasprzak:       Thanks, good morning.

Tom Rooney:          Good morning.

Jack Kasprzak:       Just have a question on the margins, specifically in the
                     rehab segment the operating margin in the third quarter I
                     have a little under six percent. And that's typically over
                     the last few quarters been, you know, above nine percent at
                     least. And just wanted to get your feel for whether this
                     quarter's margin in rehab was more of an aberration, and
                     what we'll see as the norm going forward. I mean certainly
                     I would - I would expect you to say that you are not happy
                     with that level, and would hope to get it up, but say for
                     the next few quarters is that the level that we'll be
                     closer to? Or is it more of an aberration?

Tom Rooney:          I would tell you that we're trying to work through - if you
                     look - first of all yes, I'm very disappointed, and there's
                     no question we're going to have those percentages back up,
                     so let me start by saying that. The greatest aberration is
                     the idea that a year ago we had a highly productive, highly
                     worked, pipebursting operation through Kinsel, specifically
                     the well-discussed Jacksonville contract. And that contract
                     went very well as far as we and the client are concerned,
                     but the need for pipebursting out there has dropped
                     precipitously. So we have under-utilized crews, and we have
                     scaled them back dramatically. But while - but in that flux
                     when they're under-utilized, we don't run as efficiently as
                     we would like. So we feel we have that under control, and
                     the fact is much of what we're focusing on in the - in the
                     long-term initiatives are all about increasing those
                     margins. So you don't turn - you don't turn that light
                     switch over night, but we see some very substantial ways
                     for us to increase those margins and make them more than
                     respectable.

Jack Kasprzak:       OK, thanks. And secondly, I just want to get your feel on
                     SG&A expense going forward. As you make some of the
                     investments that you've been describing, which will benefit
                     the company longer term, should we see - should we expect
                     to see the SG&A expense increase at more of a - at a higher
                     rate than say inflation type rate or what we may have seen
                     in the past ...

Tom Rooney:          Absolutely.

Jack Kasprzak:       ... as you make those investments?

Tom Rooney:          Yes, absolutely, that's where most of the invested dollars
                     will go.

Jack Kasprzak:       Could you possibly give us a - some sort of a range either
                     qualitatively or quantitatively on how SG&A might expand
                     over the next year or so as you make these investments?

Tom Rooney:          Jack, I think it's probably too early for us to do that. We
                     are going to be very measured about it, I think you
                     probably heard me say we have more than two dozen
                     initiatives, and I have to tell you the management team -
                     no management team would want to take on 20 some
                     initiatives at once, mostly from the standpoint that you
                     can't execute. But at the other end of the spectrum we
                     don't plan on dumping into our SG&A huge sums of money and
                     artificially destroy our earnings per share in the near
                     term. That is to say though that we have imperatives that
                     must be taken care of, but we're going to balance our
                     efforts so that we can manage every initiative extremely
                     well, and not - and not tank the earnings per share at the
                     same time.



Jack Kasprzak:       OK great, thank you.

Operator:            And up next we'll go to Adams, Harkness & Hill's John
                     Quealy.

John Quealy:         Great, good morning.

Tom Rooney:          Good morning.

John Quealy:         Couple of questions. First off, on the revenue decline,
                     this is the first time that we've seen revenue decline over
                     the past couple of years. I know you talked a little bit,
                     Tom, about the backlog and the lumpiness, but can you give
                     us a little bit more detail on some of the factors in the
                     quarter that caused it to be weaker than at least I
                     expected?

Tom Rooney:          Well the number one weakness would come from the fact that
                     we were standing around tunnels wanting to tunnel but were
                     unable to do so because of engineering - project
                     engineering challenges that we couldn't come up - we
                     weren't - we're not the ones to come up with answers for.
                     So our tunneling group was doing fantastic, but like I say
                     when five projects simultaneously are put on mid project
                     hold pending engineering solutions, you just can't control
                     that. But I would say beyond the concept of lumpiness,
                     which absolutely we are, you got the - you have to take
                     into account the fact that we have pipebursting as a - as
                     an absolutely decaying part of our business. We just are
                     not pushing through the kind of revenues that we were a
                     year ago, and that is because the industry just isn't doing
                     that much pipebursting. So we have internalized what that
                     means, and we're operating better because of it.

                     But also I would tell you that if you look back to our - if
                     we look back to our orders in the third and fourth quarter
                     of last year and the first quarter of this year, we are -
                     we are working our way to that deficit, there's nothing we
                     can to today to improve the orders that we weren't getting
                     in January of this year. But what we can obviously do is
                     work hard to get the orders today so that tomorrow and six
                     and eight months from now we will not have deficits. So
                     there's only - there's only so far that we can go in terms
                     of trying to improve our revenues based on not taking
                     orders in January.

John Quealy:         And two quick follow-ups. First up on the large side, the
                     Affholder business on the tunneling, you mentioned the two
                     projects that you were not the low bidder on, I believe one
                     may have been the Rickenbacker tunnel out in Ohio. Sounds
                     like you didn't want to compete on price there to save
                     margins. Can you explain a little bit moving forward, do
                     you continue to plan that strategy? Or will you go down a
                     little lower on the ASPs to win some of this business?

Tom Rooney:          Good question. Rickenbacker, we took second, and it was a -
                     it was a number - it was on the order of $100 million. We
                     took - we took second place, the next bidder was within
                     hundreds of thousands of dollars of our $100 million
                     number, the fourth place bidder was within a few more
                     hundred thousands of dollars. The number one bidder was $17
                     million beneath us, so there's no way in creation I would
                     have taken that job, even if it was offered to me at the
                     low bidder's number. I'd said earlier that it gives me
                     great confidence that our estimating team knows how to
                     estimate projects. I would - I'd give up a whole lot of
                     work to avoid a $17 million problem, and I'd hope you'd
                     agree.

                     But having said that, we also were - we took I think it was
                     third place on a - on a 40 something million dollar project
                     right here in St. Louis where we were one half of one
                     percent between the low bidder and ourselves. Had I to do
                     it all over again would I take that half a percent off the
                     table? Absolutely. But we run a very careful balance
                     because



                     if our estimating team in tunneling gets too aggressive, we
                     wake up and find ourselves $17 million low, and I don't
                     think we want to be there. So there is a phenomenal amount
                     of work - or bid opportunities coming in tunneling, and we
                     have to be very prudent and bid correctly and get good
                     work. And frankly it will come, we're going to be patient
                     and we're going to get quite a bit of work. I fully expect
                     that a year from now we will look back on a tremendous
                     uptick in our work in tunneling.

John Quealy:         Great. And just one last question, Tom. You mentioned the
                     pipebursting business not up to expectations. Couple that
                     with can sell in $150 million of goodwill on the books,
                     could we expect a charge moving into the year end for that?
                     Or will you folks be looking at that at year end?

Tom Rooney:         Are you talking like a goodwill impairment?

John Quealy:         That's right.

Tom Rooney:          We have been running Kinsel - we've integrated Kinsel - let
                     me take a step back - from an accounting standpoint, had we
                     run Kinsel as an independent business from the day we got
                     it with separate books until today, we would have that
                     option, and certainly we'd look at it. The fact of the
                     matter is very early on we saw the strategy to be to run it
                     without duplicate overheads, and therefore it became a
                     product line within our business units. Therefore in the -
                     or in any sense we are unable to take a goodwill
                     impairment. So intuitively I understand where you're coming
                     from, but we don't have that as an option.

John Quealy:         OK, great, thanks very much.

Tom Rooney:          Great.

Operator:            And moving on we'll now turn to Lorraine Maikis with
                     Merrill Lynch.

Tom Rooney:          Good morning.

Lorraine Maikis:     Thank you, good morning. You had mentioned the decision
                     about a year ago to cut your sales force in half, and now
                     to rebuild it. Could you just walk us through - I know it
                     wasn't your decision back then, but the decision by
                     Insituform a year ago to get rid of that sales force, and
                     then factors affecting your decision to build that back up
                     again.

Tom Rooney:          Great. The decision a year ago - roughly September of last
                     year was based on a consultant that came forward with what
                     you'd call the 80/20 rule, 80 percent of our new business
                     was coming from 20 percent of our sales force. And
                     therefore while in a restructuring mode looking for ways to
                     cut costs it seemed that we could slash that in half and
                     probably not see an appreciable drop in our - in our
                     growth.

                     The fact of the matter is, and there's an old adage half of
                     all business development's a waste of time, you just don't
                     know which half it is. And it's - that - we couple that
                     concept with the notion that it's easy to convince yourself
                     that we win work by being low bidder, but time and time
                     again it's proven in our industry that we, Insituform, have
                     made this market by influencing our customer's decision
                     making, we in fact invented the industry, there was no
                     cured-in-place until we convinced clients that it was a
                     good market to be in.

                     Our sales forces - our sales force year-in year-out has
                     created a market that did not exist. So the extent to which
                     we believe that we are held hostage to just being low bid
                     would



                     indicate that we should slash our sales force. We know that
                     not to be the case. We have to be smart, we have to put the
                     very best sales professionals in the industry back to work,
                     we are going to do that. We're going to do it prudently
                     too, by the way. But I think that's a little bit of a
                     glimpse into the rationale a year ago and the reality
                     today.

Lorraine Maikis:     OK. And then on the improving product initiative, it seems
                     that each year over the past few years we've had some sort
                     of a restructuring or new program that takes costs out of
                     the process. I guess my question is how is this different,
                     and how do you - how do you plan on having a meaningful
                     impact on the process at this point?

Tom Rooney:          That's a good question, Lorraine. One of the things that
                     this organization - and I know you're probably - investors
                     are probably tired of hearing about is the change. But
                     internally our organization, our management team is tired
                     of change as well to be frank with you. What we have not
                     been good at in the past is strong execution of otherwise
                     good ideas. And so we're going to take an execution
                     strategy, and we've looked at the areas where we know we
                     can make improvement, and we're going to drive relentlessly
                     until we get there.

                     The fact of the matter is if you look at areas like we just
                     discussed with cutting sales, I think that a lot of the
                     decisions were made in regards to short-term cost
                     elimination, slashing. Much of what we have underway right
                     now is geared towards the smart, long-term, repositioning
                     for operational excellence. A classic example, we spend in
                     excess of $4 million a year right now on sewer backups,
                     which is to say we have a very low, very small piece of our
                     business is cutting holes and allowing laterals to feed
                     into main lines. We frankly don't do that very well, and
                     when we don't do that very well we end up with backups. And
                     when we spend $4 million a year on something of that
                     nature, that's the kind of costs that we're going to drive
                     out of this organization. And it could take us a year to
                     change the culture to where we drive that out, but we're
                     going to do it. And it may take us significant sums of
                     money to reorient the culture just in that one area, but
                     it's well worth the payback.

Lorraine Maikis:     Thank you.

Operator:            And moving on we'll go to Michael Braig with A.G. Edwards.

Michael Braig:       Good morning, Tom.

Tom Rooney:          Good morning.

Michael Braig:       Two questions I guess, indirect and specifically, if
                     you would, at North America and the CIPP. You're giving us
                     backlog to order - or order to sales numbers, which are
                     over one but the base of one is a declining number. Could
                     you indicate first of all whether North American
                     cured-in-place orders are increasing sequentially as we go
                     from quarter to quarter? And secondly since much of the
                     issue for the last couple of years has been funding those
                     orders, in other words a lengthening sales cycle from
                     placement of order to translation to profit, could you
                     indicate how much of that work is available for immediate
                     or at least within a couple of quarters?

Tom Rooney :         And by that you mean what we would internally call our
                     workable backlog?

Michael Braig:       Correct.

Tom Rooney:          OK. Well first to your - to your notion of whether cured-
                     in-place and the - and the order-to-revenue numbers, we
                     have been below 1.0 for several quarters, or had been, and



                     in the last two quarters we have been above 1.0. And -
                     enough so that it would include inflation as well. So we
                     see real growth in that regard.

                     But as to the period of time and release of work, we
                     obviously don't control that with our clients. What our
                     clients, we perceive, are trying to do is pace the work
                     that they do, many of them - many politicians have to
                     balance new schools with highways, with sewer
                     rehabilitation. I would tell you the things like the energy
                     infrastructure challenges in upstate New York this past
                     fall have helped to bring to light the notion that the
                     unseen infrastructure must be dealt with, and it emboldens
                     many of our clients to bring forward the work that they
                     need to do.

                     Whether they want to or not, the federal government is
                     pressuring more today than ever, and that's releasing more
                     work. Of the work that we have in hand, and what we call
                     workable, that's a great question. In the past we've looked
                     at our backlog as backlog as backlog, without enough
                     fine-grained analysis of what's available to be worked
                     today, tomorrow, next month, and so on. We in the last
                     three months have begun a process to do very sophisticated
                     analysis of that, both in terms of how secure we are in
                     being able to do a particular piece of work, but also in
                     what timeframe it will play itself out. Such that our
                     bidding teams have better bid strategies to fill
                     under-productive months with new work, but also our
                     business unit managers are able to redeploy people and
                     assets to meet those needs. And I see e-mails now between
                     business unit managers, even this week, swapping resources
                     to meet needs and fulfill expectations. So we are doing
                     internally a much better job of making sure that we stay
                     utilized out into the future.

Michael Braig:       OK. If I could follow that up, I guess just zero in a
                     little bit more. Your comments on the rehab sector would
                     suggest that most of the difficulty lies with the
                     pipebursting sector. Should we assume that cured-in-place
                     North America did move ahead at least sequentially second
                     to third quarter?

Tom Rooney:          Yes it did.

Michael Braig:       OK.

Tom Rooney:          While we ...

Michael Braig:       Thank you.

Tom Rooney:          ... while we have been absorbing pipebursting on a decline.

Michael Braig:       OK, thank you very much.

Operator:            Up next we'll go to Arnold Ursaner with CJS Securities.

Arnold Ursaner:      Morning, Tom.

Tom Rooney:          Morning, Arnie.

Arnold Ursaner:      Tom, it sounds like - very specific question - can you give
                     us a feel for the margins in the backlog that you have? It
                     sounds like you still have a pretty competitive
                     environment. Are you taking on backlog business at a lower
                     margin?

Tom Rooney:          Yes, we are. And the reason that we are is that we have not
                     brought to bare the kind of operational improvements yet
                     that we need to, so we have to - we have to work against
                     the market in that regard. And obviously being fully loaded
                     is a critical issue for us in



                     terms of turning profit. Also the other trend that we have
                     seen in the last six months is that many of our competitors
                     are extremely weakened, unable to bond projects and things
                     like that. And interestingly enough, when that happens
                     their pricing strategies become very radical or highly
                     radical, and unpredictable. And so while they're in that
                     state and until they're out of business, we have to play to
                     that.

                     We see that as short-term challenges because they're in an
                     unstable fashion, literally some of our more significant
                     competitors are unable to bond. So we see it as the reality
                     of the market that we're in right now, we see it as not
                     continuing. With the - frankly with the gradual warm-up in
                     the national economy, we think that more work will be out
                     there, more of these competitors that have jumped into this
                     market will push back out into other utility markets when
                     there is other work elsewhere. The ones that are
                     financially unstable will not be in business in the future.
                     But more importantly for us we think that six and 12 months
                     from now we will have operational efficiencies in-house
                     that will allow us to exact more profits while still being
                     financially competitive on our - on our product. That's an
                     absolute driver for us in new product innovation. We have
                     more than one product out there that we are in the second
                     stage development that would have double-digit margin
                     advantages over our competition, and that enables us to
                     grow our margins and become more aggressive in the field.
                     And it's that kind of smart moving of the margins that is
                     the hallmark of Insituform.

Arnold Ursaner:      I guess I'm still grappling with a kind of, you know, two,
                     three quarter issue, four quarter issue looking ahead. It
                     sounds like you're obviously going to be building up your
                     selling effort quite materially, sounds like you're going
                     to focus on logistics planning, fleet management, which
                     we'll, you know, be focused on in Q4 and Q1. And at the
                     same it also sounds like there's very little activity in
                     the industry, it just seems difficult. The question I guess
                     I'm asking is are you pushing on a string? Is there just no
                     business out there despite this massive investment you plan
                     to make?

Tom Rooney :         Oh no, there's business out there. No we haven't seen the
                     business fall off.

Arnold Ursaner:      Well again at the moment are you - you know, can you be a
                     little clearer as to why you're losing share of this growth
                     market?

Tom Rooney:          I'm not sure I'm saying we're losing share of the growth
                     market.

Joseph White:        Arnie, this is Joe. It - what Tom's been saying is our
                     issue this quarter really stems from the order rates back
                     fourth quarter last year and first quarter this year.

Arnold Ursaner:      Right.

Joseph White:        We're not losing share in the orders right now.

Tom Rooney:          We - that which happened to us in the fourth quarter first
                     - and - third and fourth of last year plus first of this
                     year are the reasons that you don't see revenue today. But
                     if we're not talking revenue and instead we're talking
                     orders, which is more to your point of pushing the string,
                     the orders are there today. Those - and the orders that we
                     see today will determine our revenue and therefore
                     profitability six to 12 months from now. Because it's in
                     our pipeline.

Arnold Ursaner:      I'm still unclear in my head, if you could kind of give me
                     a sense. If I were a salesman walking into a municipality
                     three, six months from now, how will I price my product? It
                     sounds like you have new things you're developing
                     internally, but the systems may or may not have been in
                     place.



Tom Rooney:          We - I would - I think I had mentioned we have more than
                     one product out there right now going into the ground in
                     fairly large scale with dramatic pricing advantages to our
                     competition, and proving themselves. We are deploying those
                     new products and new processes right now, and we're
                     benefiting from those. We're also innovating new products
                     and we'll continue to do that. We are also - we also have
                     internal sales strategies that speak to how we position
                     ourselves against our competition, and the fact of the
                     matter is if you know many of your competitors are unable
                     to bond, you take on certain strategies. So there is more
                     than enough to be done, and we have terrific opportunities
                     out there for our sales people. There are success stories
                     literally everyday now.

Arnold Ursaner:      And a final question for me. Someone asked before about
                     trying to get a sense or feel for the SG&A line. If - you
                     know, if salesman comp is a variable to any degree, can you
                     kind of remind us or explain to us what metric they're
                     going to be measured on over the next six, nine, 12 months?

Tom Rooney:          Yes, and you are correct, they have highly variable
                     compensation. And the answer to your question is it's going
                     to be about value added sales. If a set of bidding
                     documents comes into Insituform, we win more than 50
                     percent of the time anyway. Therefore a salesperson will be
                     judged on the degree to which they create competitive
                     advantage, and put us in opportunities that we are not in.
                     And we have many avenues for competitive advantage that
                     frankly are to the benefit of our clients. And so, you
                     know, really going back 30 years, the whole product line
                     was an advantage to our client, it just had to be perceived
                     and sold that way.

                     So if a salesperson is on board, they will have the
                     strategies necessary to sell the work, there definitely is
                     work out there to be had. And the degree to which a
                     salesperson executes a value-added strategy ending in a
                     sale, they will frankly be very well-compensated.

Arnold Ursaner:      Thank you.

Tom Rooney:          Thank you.

Operator:            And moving on we'll go to James Gentile with Sidoti &
                     Company.

James Gentile:       Hello, my question has been answered, thank you.

Tom Rooney:          All right.

Operator:            If you would like to remove yourself from the queue, press
                     the pound key on your telephone keypad. We'll now go to Bob
                     Meeder with Wachovia Securities.

Bob Meeder:          Hi, guys. A couple of questions. First one, on this R&D
                     increased investment, are you going to do an opportunistic
                     investment in R&D? Are you going to do it as a percentage
                     of sales? Is there anything we can kind of peg and model in
                     going forward your investment in R&D?

Tom Rooney:          We - the answer is more opportunistic than percentage. We
                     have no interest in having mad scientists running around
                     dreaming up new ideas for fun. We are frankly linking what
                     we understand from our client as to be needs with solutions
                     that will fill those needs in the future. Plus we believe
                     we can innovate products that just flat cost less, we know
                     that, we have - we have real time experience with that
                     right now. So in the short run the



                     R&D effort is probably money - is money out the door, but
                     in a very short period of time we expect it to be a high
                     return on investment. But no, we don't - we don't have
                     planned spending levels, we have planned initiatives to
                     drive value.

Bob Meeder:          OK, I can appreciate with as complicated a business as this
                     is, and as massive of changes you are making that it's
                     impossible to make projections on expenses and so forth. Do
                     you have any feel for when you might be able to give us an
                     idea of the type of capital investments that's going to
                     require the type of run rate on SG&A you're going to be
                     experiencing? Or are - you know, we looking one quarter
                     out, two quarters out to where you think you'll have a
                     handle on what it's going to take to invest to make these
                     changes?

Tom Rooney:          Yes, I think - I think it'll be apparent within the next
                     two months. But remember what I had said in answer to an
                     earlier question, we are - we are not going to dump 20 some
                     initiatives into the till in the first quarter just because
                     it sounds like a good idea. We're going to engage those
                     initiatives on a highest value-added basis, and some are
                     kicking in right now frankly. But we're doing it on where
                     we get the biggest bang for the buck, what kind of
                     management focus is necessary, and what kind of investments
                     are necessary such that we do not cause an unexpected
                     severe drop in earnings as a result of SG&A.

Bob Meeder:          And have you got a feel for the cap ex requirements for the
                     expansion of the Batesville facility?

Tom Rooney:          Yes, Joe, and we - and that's ...

Joseph White:        Yes.

Tom Rooney:          ... understood.

Joseph White:        We're going to spend about $9 million in total on the
                     Batesville expansion. Now that's being spent over basically
                     the third quarter and the fourth quarter with a little bit
                     left into the first.

Bob Meeder:          OK. And will it cost you anything to close down Memphis? Or
                     are you going to still use that facility for something
                     else?

Joseph White:        We do plan to close down Memphis, it will cost us
                     something, that'll be a fourth quarter charge. We're still
                     trying to - that'll be a first quarter charge, my
                     apologies. We're still trying to finalize what that'll be.

Bob Meeder:          OK. And finally obviously this company's always generated a
                     lot of cash, and it's been accumulating a lot of cash here.
                     Can you discuss at all opportunities for a stock buyback
                     given the uncertainty in the stock price here?

Tom Rooney:          Yes, well first let me say in terms of cash flow we
                     continue to improve our performance in cash. But for the
                     fact that when five tunneling projects slow down, our cash
                     gets hurt. Our future profitability goes up, but our cash
                     intake is hurt. That by the way will reverse itself fairly
                     quickly, so we don't see that as an ongoing issue. But one
                     - frankly one of the initiatives that we have underway is
                     much better cash management in terms of our billing
                     process. We expect to see significant gains from that
                     effort in the next 12 months.

                     But your question is really about stock buyback. And if you
                     recall in the - in the conference call one quarter ago, I
                     explained that we had had overlapping blackout periods,
                     therefore couldn't have done a stock buyback if we had
                     wanted to. And we said



                     that we had no intent to - that was not an indication, that
                     in fact we had an ongoing program. We did in fact buy back
                     stock this past quarter.

                     But moving forward we are going to make decisions on stock
                     buyback on an ongoing basis, we have a - we have already
                     filed for existing - I guess we have something like a
                     million shares we could be buying back. But the strategy
                     for stock buybacks going forward is going to be dealt with
                     at the board level on a quarter-to-quarter basis, and you
                     know, frankly you'll have to - you'll have to stay with us
                     in terms of what that strategy may evolve into. We're going
                     to make those decisions as we go.

Bob Meeder:          OK, thank you.

Tom Rooney:          And one last call I guess.

Operator:            And that'll come from Alan Fournier with Tennant Capital.

Alan Fournier:       Good morning, thanks for taking my question. I missed the
                     very first part of the call, so I don't know if this was
                     addressed. But in talking about cash flow, can you address
                     the cash flow from operations results in the quarter?

Tom Rooney:          Joe, you want to take that one?

Joseph White:        Yes, sure, not a problem. Cash flow from operations we were
                     actually adverse in the - in the quarter on the working
                     capital line. Just looking at it, it was about a 10 million
                     swing on the working capital line. Primary issue was in
                     both - our insurance program runs from June to June, we
                     have to prepay insurance during the third quarter, that
                     unwinds itself during the rest of the year. That's the
                     single biggest item.

                     The second, as Tom had already mentioned, was the tunneling
                     jobs. And when we actually take our job in Chicago, we're
                     turning our machine around, getting ready to actually start
                     going down the second tunnel, which we're doing now. We
                     stop billing during that process, that requires some use of
                     cash.

                     Also the other item that we have in cash flow is our cap ex
                     with Batesville, but that's below the operating cash flow,
                     but that's been a significant investment in the third
                     quarter and the fourth.

                     Does that help you?

Alan Fournier:       Yes, so the prepaid expense and other asset line, that was
                     from an insurance payment? How much ...

Joseph White:        That was from insurance payment. We typically spend between
                     three and four million in the third quarter, this year we
                     did it, last year we did it.

Alan Fournier:       I see.

Joseph White:        And that will start to obviously unwind itself here in the
                     next three quarters.

Alan Fournier :      OK, great. Thank you very much.

Joseph White:        Not a problem.



Tom Rooney:          Thanks, Alan. Well that gets us to the end of this call. As
                     I had started off by saying, we are not satisfied with the
                     earnings reported this quarter, but we are rededicated and
                     totally focused on the initiatives that it will take to
                     drive this company to long-term high growth and
                     profitability. We're very confident that we have the
                     management team and the employees to do it. We have the
                     strategy and the plan to get it done. We are going to stay
                     focused on doing it appropriately, and with articulate
                     planning, and we expect an extremely bright future.

                     So with that, we appreciate everybody for being involved
                     today. Thank you.

Operator:            And that does conclude our program. Once again, everyone,
                     thank you for your participation, and have a pleasant day.

                                       END