As filed with the Securities and Exchange Commission
                        January 31, 1997
                          Registration Statement No.
                                 
                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
                  (State or other jurisdiction
               of incorporation or organization)
                                
                           48-0920712
              (I.R.S. Employer 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)

            Kent B. Magill, Layne Christensen Company
    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   Registration
registered     registered      share (1)   price (1)      fee

 Shares of
Common Stock
$.01 par value  250,000 shares  $14.625   $3,656,250   $1,107.95

(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 January 28, 1997, 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 on
     similar transactions.

<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 quarterly
reports on Form 10-Q for the quarters ended April 30, 1996, July
31, 1996, and October 31, 1996;  (ii)  the Annual Report on Form
10-K filed for the fiscal year ended January 31, 1996 and (iii)
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 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 will be passed
upon by Kent B. Magill, Vice President and General Counsel of the
Registrant.  As of January 31, 1997, Mr. Magill owned 17,361
shares of the Registrant's common stock and has been granted
options exercisable with respect to an additional 62,117 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.

<PAGE>

     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 this 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.

<PAGE>

        (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.

<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 January 31, 1997.

                                LAYNE CHRISTENSEN COMPANY


                                By:  /s/ A. B. Schmitt
                                Name:    A. B. Schmitt
                                Title:   President and Chief
                                         Executive Officer  

     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/ A. B. Schmitt                               January 31, 1997
A. B. Schmitt
President, Chief Executive
Officer and Director
(Principal Executive Officer)


/s/ Jerry W. Fanska                             January 31, 1997
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)


/s/ Robert J. Dineen                            January 31, 1997
Robert J. Dineen
Director


/s/ Edward A. Gilhuly                           January 31, 1997
Edward A. Gilhuly
Director


/s/ Donald K. Miller                            January 31, 1997
Donald K. Miller
Director

<PAGE>

                       INDEX TO EXHIBITS


                                                       SEQUENTIALLY
EXHIBIT NO. DESCRIPTION                                NUMBERED PAGE


   4(a)     Specimen stock certificate (filed as           *<F1>
            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(b)     Restated Certificate of Incorporation          *<F1>
            of Layne Christensen Company (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(c)     Bylaws of Layne, Inc. (filed as Exhibit        *<F1>
            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(d)     Layne Christensen Company 1996 District        *<F1>
            Stock Option Plan (filed as Exhibit                 
            4(e) to the Registrant's Post-Effective 
            Amendment No. 1 to Form S-8, S.E.C. File No.
            33-57748), and incorporated herein by
            reference.

   4(e)     Layne Christensen Company 1996 District        *<F1>
            Stock Option Agreement (filed as Exhibit                 
            4(f) to the Registrant's Post-Effective 
            Amendment No. 1 to Form S-8, S.E.C. File No.
            33-57748), and incorporated herein by
            reference.

   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(a)     Consent of Registrant's Independent
            Accountants.

  23(b)     Consent of Kent B. Magill, the Registrant's 
            Counsel (contained in the Opinion of Counsel
            filed as Exhibit 5).
[FN]
<F1>
*  Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17150}]
{"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": "333-20801", "film-number": "97515113"}, "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
                        January 31, 1997
                          Registration Statement No.
                                 
                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
                  (State or other jurisdiction
               of incorporation or organization)
                                
                           48-0920712
              (I.R.S. Employer 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)

            Kent B. Magill, Layne Christensen Company
    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   Registration
registered     registered      share (1)   price (1)      fee

 Shares of
Common Stock
$.01 par value  250,000 shares  $14.625   $3,656,250   $1,107.95

(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 January 28, 1997, 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 on
     similar transactions.
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 quarterly
reports on Form 10-Q for the quarters ended April 30, 1996, July
31, 1996, and October 31, 1996;  (ii)  the Annual Report on Form
10-K filed for the fiscal year ended January 31, 1996 and (iii)
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 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 will be passed
upon by Kent B. Magill, Vice President and General Counsel of the
Registrant.  As of January 31, 1997, Mr. Magill owned 17,361
shares of the Registrant's common stock and has been granted
options exercisable with respect to an additional 62,117 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 this 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 January 31, 1997.

                                LAYNE CHRISTENSEN COMPANY

                                By:  /s/ A. B. Schmitt
                                Name:    A. B. Schmitt
                                Title:   President and Chief
                                         Executive Officer  

     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/ A. B. Schmitt                               January 31, 1997
A. B. Schmitt
President, Chief Executive
Officer and Director
(Principal Executive Officer)

/s/ Jerry W. Fanska                             January 31, 1997
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)

/s/ Robert J. Dineen                            January 31, 1997
Robert J. Dineen
Director

/s/ Edward A. Gilhuly                           January 31, 1997
Edward A. Gilhuly
Director

/s/ Donald K. Miller                            January 31, 1997
Donald K. Miller
Director
INDEX TO EXHIBITS

                                                       SEQUENTIALLY
EXHIBIT NO. DESCRIPTION                                NUMBERED PAGE

   4(a)     Specimen 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(b)     Restated Certificate of Incorporation          *
of Layne Christensen Company (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(c)     Bylaws of Layne, Inc. (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(d)     Layne Christensen Company 1996 District        *
Stock Option Plan (filed as Exhibit                 
            4(e) to the Registrant's Post-Effective 
            Amendment No. 1 to Form S-8, S.E.C. File No.
            33-57748), and incorporated herein by
            reference.

   4(e)     Layne Christensen Company 1996 District        *
Stock Option Agreement (filed as Exhibit                 
            4(f) to the Registrant's Post-Effective 
            Amendment No. 1 to Form S-8, S.E.C. File No.
            33-57748), and incorporated herein by
            reference.

   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(a)     Consent of Registrant's Independent
            Accountants.

  23(b)     Consent of Kent B. Magill, the Registrant's 
            Counsel (contained in the Opinion of Counsel
            filed as Exhibit 5).
[FN]
*  Incorporated herein by reference.