Sec Form 4 Filing - KALISHMAN THOMAS N @ INSITUFORM TECHNOLOGIES INC - 2004-07-28

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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

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1. Name and Address of Reporting Person KALISHMAN THOMAS N 2. Issuer Name and Ticker or Trading Symbol INSITUFORM TECHNOLOGIES INC [ INSU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 702 SPIRIT 40 PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2004 (Street) CHESTERFIELD, MO63005 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Deferred stock unit ( 1 ) $ 0 07/28/2004 A 3,200 07/28/2005 08/08/1988( 2 ) Class A common stock, $.01 par value 3,200 $ 0 6,325 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KALISHMAN THOMAS N 702 SPIRIT 40 PARK DRIVE CHESTERFIELD, MO63005 X Signatures /s/ Thomas N. Kalishman 07/28/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each deferred stock unit ("DSU") represents the obligation of the issuer to transfer one share of Class A common stock, $.01 par value per share ("Common Stock"), to the undersigned in the future. DSUs are granted pursuant to the issuer's 2001 Non-Employee Director Equity Incentive Plan, and are immediately vested upon grant. At any time after the first anniversary of the grant date, the undersigned may request that the issuer redeem all or any portion of the DSUs. Following termination of the undersigned's service on the issuer's Board of Directors (the "Board") due to death or a change in control, or 6 months after termination of the undersigned's service on the Board for any other reason, shares of Common Stock, equal to the number of DSUs reflected in the undersigned's account, will be distributed. The undersigned may, while serving on the Board, elect to defer the date of distribution and transfer of Common Stock in annual installments over a period up to 5 years, beginning in the year following termination of Board service. ( 2 )08-08-1988 is used as a default code pursuant to SEC FAQ guidance regarding instances where a derivative has no set expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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