As filed with the Securities and Exchange Commission May 22, 1998
                           Registration Statement No. 333-_______

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                     
                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933
                     
                    LAYNE CHRISTENSEN COMPANY
      (Exact name of registrant as specified in its charter)

          Delaware                             48-0920712     
   (State or other jurisdiction            (I.R.S.Employer
 of incorporation or organization)       Identification No.)

1900 Shawnee Mission Parkway,  Mission Woods, Kansas     66205
   (Address of Principal Executive Offices)            (Zip Code)

                    LAYNE CHRISTENSEN COMPANY
                 1996 DISTRICT STOCK OPTION PLAN
                       (Full title of plan)

         Andrew B. Schmitt, 1900 Shawnee Mission Parkway,
                   Mission Woods, Kansas 66205
             (Name and address of agent for service)

                          (913) 362-0510
  (Telephone number, including area code, of agent for service)

           Please send copies of all correspondence to:

                    Layne Christensen Company
                   1900 Shawnee Mission Parkway
                   Mission Woods, Kansas 66205
    Attn:  Kent B. Magill, Vice President and General Counsel
                          (913) 362-0510
                                                            

                 CALCULATION OF REGISTRATION FEE

                            Proposed     Proposed 
 Title of                   maximum      maximum                         
securities      Amount      offering     aggregate    Amount of
  to be          to be      price per    offering    registraton
registered     registered   share (1)    price (1)       fee               

Common Stock    400,000      $14.375     $5,750,000     $1,743
$.01 par       shares (2)         
value

(1)  Pursuant to Rule 457(h) of the Securities Act of
1933, and solely for the purposes of calculating the amount of
the registration fee, the proposed maximum offering price per
share and proposed maximum aggregate offering price is based on
the average of the bid and asked prices of the Common Stock on
May 21, 1998, in the over-the-counter market as quoted on the
National Association of Securities Dealers Automated Quotation
National Market System.

(2)  The provisions of Rule 416 shall apply to this
registration statement and the number of shares registered on
this registration statement automatically shall increase or
decrease as a result of stock splits, stock dividends or similar
transactions.

Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 333-20801 are incorporated herein by
reference.
<PAGE>
                            PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been previously filed by Layne
Christensen Company (the "Company") with the Securities and
Exchange Commission (the "Commission") and are incorporated by
reference into this Registration Statement:  (i) the Annual
Report on Form 10-K filed for the fiscal  year ended January 31,
1998, (ii) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-20578),
including any amendments or reports filed for the purpose of
updating such description.

     Additionally, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date hereof and prior to the termination of the Layne
Christensen Company District Stock Option Plan or the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents, except that in no event shall
any information included in any such document in response to Item
402(i), (k) or (l) of Regulation S-K be deemed to constitute a
part of this Registration Statement.  Any statements contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.

     ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of the Registrant's common stock
registered pursuant to this Registration Statement and certain
other matters will be passed upon by Kent B. Magill, Vice
President and General Counsel of the Registrant.  As of April 27,
1998, Mr. Magill owned 17,361 shares of the Registrant's common
stock and has been granted options exercisable with respect to an
additional 87,117 shares of Registrant's common stock.
<PAGE>
     ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  Section 145 of the General Corporation Law of Delaware
(the "DGCL") gives Delaware corporations broad powers to
indemnify, their present and former directors and officers and
those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers, including
expenses relating to liabilities under the Securities Act of
1933, as amended (the "Securities Act"), subject to specified
conditions and exclusions, and gives a director or officer who
successfully defends an action the right to be so indemnified,
and authorizes the Company to buy directors' and officers'
liability insurance.  Such indemnification is not exclusive of
any other rights to which those indemnified may be entitled under
any by-laws, agreement, vote of the stockholders or otherwise.

     (b)  The Company's Bylaws provide that the Company shall
indemnify officers and directors of the Company to the fullest
extent permitted by and in the manner permissible under the DGCL.

     (c)  In accordance with Section 102(b)(7) of the DGCL, the
Company's Restated Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages for
breaches of their fiduciary duty as directors except for (1)
breaches of their duty of loyalty to the Company or its
stockholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (3)
under Section 174 of the DGCL (unlawful payment of dividends) or
(4) transactions from which a director derives an improper
personal benefit.

     (d)  The Company has obtained directors and officers
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles) (i)
insures such persons against loss arising from certain claims
made against them by reason of such persons being a director or
officer, and (ii) insures the Company against loss which it may
be required or permitted to pay as indemnification due such
persons for certain claims.  Such insurance may provide coverage
for certain matters as to which the Company may not be permitted
by law to provide indemnification.

     (e)  For information regarding the Company's undertaking to
submit to adjudication, the issue of indemnification for
violation of the securities laws, see "Undertakings," Item 9
hereof.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.   EXHIBITS.

     A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is incorporated herein by reference.
<PAGE>
     ITEM 9.   UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this Registration Statement:

               (i)   To include any prospectus required by Section
                     10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
                     events arising after the effective date of
                     the Registration Statement (or the most
                     recent post-effective amendment thereof)
                     which, individually or in the aggregate,
                     represent a fundamental change in the
                     information set forth in the Registration
                     Statement.  Notwithstanding the foregoing,
                     any increase or decrease in volume of
                     securities offered (if the total dollar value
                     of securities offered would not exceed that
                     which was registered) and any deviation from
                     the low or high end of the estimated maximum
                     offering range may be reflected in the form
                     of prospectus filed with the Commission
                     pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no
                     more than a 20% change in the maximum
                     aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in
                     the effective Registrant Statement;

               (iii) To include any material information with
                     respect to the plan of distribution not
                     previously disclosed in the Registration
                     Statement or any material change to such
                     information in the Registration
                     Statement;

               Provided, however, that paragraphs (1)(i) and
               (1)(ii) do not apply if the information required
               to be included in a post-effective amendment by
               those paragraphs is contained in periodic reports
               filed by the Registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of
               1934 that are incorporated by reference in the
               Registration Statement.

          (2)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each post-effective
               amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being
               registered which remain unsold at the termination
               of the offering.
<PAGE>
     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, pursuant to
the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Mission Woods, State of Kansas, on May 22, 1998.

                                   LAYNE CHRISTENSEN COMPANY

                                   By: /s/ Andrew B. Schmitt
                                           Andrew B. Schmitt
                                           President and Chief
                                           Executive Officer


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Andrew B. Schmitt and Kent B. Magill, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

     SIGNATURE AND TITLE                                    DATE


/s/ Andrew B. Schmitt                                     May 22, 1998
Andrew B. Schmitt
President, Chief Executive Officer and Director
 (Principal Executive Officer)


/s/ Jerry W. Fanska                                       May 22, 1998
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
<PAGE>

/s/ Robert J. Dineen                                    April 27, 1998
Robert J. Dineen
Director


/s/ Todd A. Fisher                                        May 22, 1998
Todd A. Fisher
Director


/s/ Edward A. Gilhuly                                     May 22, 1998
Edward A. Gilhuly
Director


/s/ Donald K. Miller                                      May 22, 1998
Donald K. Miller
Director


/s/ Sheldon R. Erikson                                    May 22, 1998
Sheldon R. Erikson
Director
<PAGE>
                        INDEX TO EXHIBITS

                                                       SEQUENTIALLY
EXHIBIT NO.         DESCRIPTION                        NUMBERED PAGE 

  4.1               Specimen common stock                   *
                    certificate (filed as                              
                    Exhibit 4(1) to the 
                    Registrant's Registration 
                    Statement on Form S-1,
                    S.E.C. File No. 33-48432, 
                    and incorporated herein 
                    by reference).

  4.2               Restated Certificate of                 *
                    Incorporation of the Registrant 
                    (filed as Exhibit 3(1) to
                    the Registrant's Annual 
                    Report on Form 10-K for the 
                    fiscal year ended January 31, 
                    1996, and incorporated herein 
                    by reference).

  4.3               Bylaws of the Registrant (filed as      *
                    Exhibit 3(2) to the Registrant's 
                    Registration Statement on 
                    Form S-1, S.E.C. File No.
                    33-48432, and incorporated herein 
                    by reference.)

  4.4               Layne Christensen Company 1996          ___
                    District Stock Option Plan

  4.5               Layne Christensen Company 1996          ___
                    District Stock Option Agreement

  5                 Opinion of Kent B. Magill,              ___
                    Vice President and General Counsel, 
                    for the Registrant, with respect 
                    to the legality of Registrant's
                    common stock registered hereby.

  23.1              Consent of the Registrant's             ___
                    Independent Accountants.

  23.2              Consent of Kent B. Magill, the          ___ 
                    Registrant's Counsel (contained 
                    in the Opinion of Counsel
                    filed as Exhibit 5).

  25                Power of Attorney (included on          ___
                    Signature page hereto)

* Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18485}]
{"company-data": {"conformed-name": "LAYNE CHRISTENSEN CO", "cik": "0000888504", "assigned-sic": "1700", "irs-number": "480920712", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53485", "film-number": "98631006"}, "business-address": {"street1": "1900 SHAWNEE MISSION PKWY", "city": "MISSION WOODS", "state": "KS", "zip": "66205-2001", "phone": "9133620510"}, "mail-address": {"street1": "1900 SHAWNEE MISSION PKWY", "city": "MISSION WOODS", "state": "KS", "zip": "66205-2001"}, "former-company": {"former-conformed-name": "LAYNE INC", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission May 22, 1998
                           Registration Statement No. 333-_______

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                     
                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933
                     
                    LAYNE CHRISTENSEN COMPANY
      (Exact name of registrant as specified in its charter)

          Delaware                             48-0920712     
   (State or other jurisdiction            (I.R.S.Employer
 of incorporation or organization)       Identification No.)

1900 Shawnee Mission Parkway,  Mission Woods, Kansas     66205
   (Address of Principal Executive Offices)            (Zip Code)

                    LAYNE CHRISTENSEN COMPANY
                 1996 DISTRICT STOCK OPTION PLAN
                       (Full title of plan)

         Andrew B. Schmitt, 1900 Shawnee Mission Parkway,
                   Mission Woods, Kansas 66205
             (Name and address of agent for service)

                          (913) 362-0510
  (Telephone number, including area code, of agent for service)

           Please send copies of all correspondence to:

                    Layne Christensen Company
                   1900 Shawnee Mission Parkway
                   Mission Woods, Kansas 66205
    Attn:  Kent B. Magill, Vice President and General Counsel
                          (913) 362-0510
                                                            

                 CALCULATION OF REGISTRATION FEE

                            Proposed     Proposed 
 Title of                   maximum      maximum                         
securities      Amount      offering     aggregate    Amount of
  to be          to be      price per    offering    registraton
registered     registered   share (1)    price (1)       fee               

Common Stock    400,000      $14.375     $5,750,000     $1,743
$.01 par       shares (2)         
value

(1)  Pursuant to Rule 457(h) of the Securities Act of
1933, and solely for the purposes of calculating the amount of
the registration fee, the proposed maximum offering price per
share and proposed maximum aggregate offering price is based on
the average of the bid and asked prices of the Common Stock on
May 21, 1998, in the over-the-counter market as quoted on the
National Association of Securities Dealers Automated Quotation
National Market System.

(2)  The provisions of Rule 416 shall apply to this
registration statement and the number of shares registered on
this registration statement automatically shall increase or
decrease as a result of stock splits, stock dividends or similar
transactions.

Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 333-20801 are incorporated herein by
reference.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been previously filed by Layne
Christensen Company (the "Company") with the Securities and
Exchange Commission (the "Commission") and are incorporated by
reference into this Registration Statement:  (i) the Annual
Report on Form 10-K filed for the fiscal  year ended January 31,
1998, (ii) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 0-20578),
including any amendments or reports filed for the purpose of
updating such description.

     Additionally, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date hereof and prior to the termination of the Layne
Christensen Company District Stock Option Plan or the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents, except that in no event shall
any information included in any such document in response to Item
402(i), (k) or (l) of Regulation S-K be deemed to constitute a
part of this Registration Statement.  Any statements contained in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.

     ITEM 4.   DESCRIPTION OF SECURITIES

     Not applicable.

     ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of the Registrant's common stock
registered pursuant to this Registration Statement and certain
other matters will be passed upon by Kent B. Magill, Vice
President and General Counsel of the Registrant.  As of April 27,
1998, Mr. Magill owned 17,361 shares of the Registrant's common
stock and has been granted options exercisable with respect to an
additional 87,117 shares of Registrant's common stock.
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     (a)  Section 145 of the General Corporation Law of Delaware
(the "DGCL") gives Delaware corporations broad powers to
indemnify, their present and former directors and officers and
those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers, including
expenses relating to liabilities under the Securities Act of
1933, as amended (the "Securities Act"), subject to specified
conditions and exclusions, and gives a director or officer who
successfully defends an action the right to be so indemnified,
and authorizes the Company to buy directors' and officers'
liability insurance.  Such indemnification is not exclusive of
any other rights to which those indemnified may be entitled under
any by-laws, agreement, vote of the stockholders or otherwise.

     (b)  The Company's Bylaws provide that the Company shall
indemnify officers and directors of the Company to the fullest
extent permitted by and in the manner permissible under the DGCL.

     (c)  In accordance with Section 102(b)(7) of the DGCL, the
Company's Restated Certificate of Incorporation provides that
directors shall not be personally liable for monetary damages for
breaches of their fiduciary duty as directors except for (1)
breaches of their duty of loyalty to the Company or its
stockholders, (2) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, (3)
under Section 174 of the DGCL (unlawful payment of dividends) or
(4) transactions from which a director derives an improper
personal benefit.

     (d)  The Company has obtained directors and officers
liability insurance for each of its directors and executive
officers which (subject to certain limits and deductibles) (i)
insures such persons against loss arising from certain claims
made against them by reason of such persons being a director or
officer, and (ii) insures the Company against loss which it may
be required or permitted to pay as indemnification due such
persons for certain claims.  Such insurance may provide coverage
for certain matters as to which the Company may not be permitted
by law to provide indemnification.

     (e)  For information regarding the Company's undertaking to
submit to adjudication, the issue of indemnification for
violation of the securities laws, see "Undertakings," Item 9
hereof.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.   EXHIBITS.

     A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is incorporated herein by reference.
ITEM 9.   UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this Registration Statement:

               (i)   To include any prospectus required by Section
                     10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or
                     events arising after the effective date of
                     the Registration Statement (or the most
                     recent post-effective amendment thereof)
                     which, individually or in the aggregate,
                     represent a fundamental change in the
                     information set forth in the Registration
                     Statement.  Notwithstanding the foregoing,
                     any increase or decrease in volume of
                     securities offered (if the total dollar value
                     of securities offered would not exceed that
                     which was registered) and any deviation from
                     the low or high end of the estimated maximum
                     offering range may be reflected in the form
                     of prospectus filed with the Commission
                     pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no
                     more than a 20% change in the maximum
                     aggregate offering price set forth in the
                     "Calculation of Registration Fee" table in
                     the effective Registrant Statement;

               (iii) To include any material information with
                     respect to the plan of distribution not
                     previously disclosed in the Registration
                     Statement or any material change to such
                     information in the Registration
                     Statement;

               Provided, however, that paragraphs (1)(i) and
               (1)(ii) do not apply if the information required
               to be included in a post-effective amendment by
               those paragraphs is contained in periodic reports
               filed by the Registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of
               1934 that are incorporated by reference in the
               Registration Statement.

          (2)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each post-effective
               amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the offering of such
               securities at that time shall be deemed to be the
               initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being
               registered which remain unsold at the termination
               of the offering.
B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, pursuant to
the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Mission Woods, State of Kansas, on May 22, 1998.

                                   LAYNE CHRISTENSEN COMPANY

                                   By: /s/ Andrew B. Schmitt
                                           Andrew B. Schmitt
                                           President and Chief
                                           Executive Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby severally constitutes and appoints
Andrew B. Schmitt and Kent B. Magill, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and all documents relating thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full
power and authority to do and perform each and every act and
thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes,
lawfully may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.

     SIGNATURE AND TITLE                                    DATE

/s/ Andrew B. Schmitt                                     May 22, 1998
Andrew B. Schmitt
President, Chief Executive Officer and Director
 (Principal Executive Officer)

/s/ Jerry W. Fanska                                       May 22, 1998
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
/s/ Robert J. Dineen                                    April 27, 1998
Robert J. Dineen
Director

/s/ Todd A. Fisher                                        May 22, 1998
Todd A. Fisher
Director

/s/ Edward A. Gilhuly                                     May 22, 1998
Edward A. Gilhuly
Director

/s/ Donald K. Miller                                      May 22, 1998
Donald K. Miller
Director

/s/ Sheldon R. Erikson                                    May 22, 1998
Sheldon R. Erikson
Director
INDEX TO EXHIBITS

                                                       SEQUENTIALLY
EXHIBIT NO.         DESCRIPTION                        NUMBERED PAGE 

  4.1               Specimen common stock                   *
                    certificate (filed as                              
                    Exhibit 4(1) to the 
                    Registrant's Registration 
                    Statement on Form S-1,
                    S.E.C. File No. 33-48432, 
                    and incorporated herein 
                    by reference).

  4.2               Restated Certificate of                 *
                    Incorporation of the Registrant 
                    (filed as Exhibit 3(1) to
                    the Registrant's Annual 
                    Report on Form 10-K for the 
                    fiscal year ended January 31, 
                    1996, and incorporated herein 
                    by reference).

  4.3               Bylaws of the Registrant (filed as      *
                    Exhibit 3(2) to the Registrant's 
                    Registration Statement on 
                    Form S-1, S.E.C. File No.
                    33-48432, and incorporated herein 
                    by reference.)

  4.4               Layne Christensen Company 1996          ___
                    District Stock Option Plan

  4.5               Layne Christensen Company 1996          ___
                    District Stock Option Agreement

  5                 Opinion of Kent B. Magill,              ___
                    Vice President and General Counsel, 
                    for the Registrant, with respect 
                    to the legality of Registrant's
                    common stock registered hereby.

  23.1              Consent of the Registrant's             ___
                    Independent Accountants.

  23.2              Consent of Kent B. Magill, the          ___ 
                    Registrant's Counsel (contained 
                    in the Opinion of Counsel
                    filed as Exhibit 5).

  25                Power of Attorney (included on          ___
                    Signature page hereto)

* Incorporated herein by reference.