As filed with the Securities and Exchange Commission
                        October 14, 1999
                              Registration Statement No. 33-54064
=================================================================

               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 of               (I.R.S. Employer
 incorporation or organization)              Identification No.)


   1900 SHAWNEE MISSION PARKWAY, MISSION WOODS, KANSAS  66205
   (Address of Principal Executive Offices)         (Zip Code)

                        LAYNE CHRISTENSEN
                    CAPITAL ACCUMULATION PLAN
                    -------------------------
                    (Full title of the 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

=================================================================
<TABLE>

                 CALCULATION OF REGISTRATION FEE
                --------------------------------

<CAPTION>

                                    Proposed       Proposed
 Title of                           maximum        maximum        Amount
Securities          Amount          offering       aggregate        of
  to be             to be           price per      offering     registration
registered         registered       share (1)      price (1)        fee
--------------   ---------------   -----------    -----------  -------------
<S>              <C>               <C>            <C>          <C>
 Shares of
Common Stock

$.01 par value   150,000 shares(2) $     8.31     $1,246,500   $    346.53
=============================================================================

(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 high and low prices of the Common Stock
    on October 11, 1999, 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.

Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-54064 are incorporated herein by
reference.

</TABLE>

<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,
1999; (ii) the quarterly reports on Form 10-Q for the quarters
ended April 30, 1999, and July 31, 1999; 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 Capital Accumulation 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 September
24, 1999, Mr. Magill owned 17,361 shares of the Registrant's
common stock and has been granted options exercisable with
respect to an additional 129,367 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 bylaws, 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 (i)
breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law,
(iii) under Section 174 of the DGCL (unlawful payment of
dividends) or (iv) 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>

     The Registrant hereby undertakes to submit the Plan
documents and all amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and to make all changes
required by the IRS in order to qualify the Plan.

     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; and

               (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

<PAGE>
               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 October 14,
1999.

                                   LAYNE CHRISTENSEN COMPANY


                                   By: /s/ A. 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/ A. B. Schmitt                                 October 14, 1999
-----------------------------------------------
Andrew B. Schmitt
President, Chief Executive Officer and Director
(Principal Executive Officer)


/s/ Jerry W. Fanska                               October 14, 1999
-----------------------------------------------
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)

<PAGE>


/s/ Robert J. Dineen                              October 14, 1999
-----------------------------------------------
Robert J. Dineen
Director


/s/ Todd A. Fisher                                October 14, 1999
-----------------------------------------------
Todd A. Fisher
Director


/s/ Edward A. Gilhuly                             October 14, 1999
-----------------------------------------------
Edward A. Gilhuly
Director


/s/ Donald K. Miller                              October 14, 1999
-----------------------------------------------
Donald K. Miller
Director


/s/ Sheldon R. Erikson                            October 14, 1999
-----------------------------------------------
Sheldon R. Erikson
Director

<PAGE>

                        INDEX TO EXHIBITS

                                                     SEQUENTIALLY
                                                       NUMBERED
EXHIBIT NO.   DESCRIPTION                                PAGE
-----------   ------------------------------------   -------------
   4.1        Specimen common stock certificate             *
              (filed as Exhibit 4(1) to the
              Registrant's Registration Statement
              on Form S-1,  SEC 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,
              SEC File No. 33-48432, and incorporated
              herein by reference).

   5          Opinion of Kent B. Magill, Vice President    10
              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      12
              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 to original filing of this
              Registration Statement).

*  Incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19483}]
{"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": "333-89071", "film-number": "99728621"}, "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
                        October 14, 1999
                              Registration Statement No. 33-54064
=================================================================

               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 of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

   1900 SHAWNEE MISSION PARKWAY, MISSION WOODS, KANSAS  66205
   (Address of Principal Executive Offices)         (Zip Code)

                        LAYNE CHRISTENSEN
                    CAPITAL ACCUMULATION PLAN
                    -------------------------
                    (Full title of the 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        Amount
Securities          Amount          offering       aggregate        of
  to be             to be           price per      offering     registration
registered         registered       share (1)      price (1)        fee
--------------   ---------------   -----------    -----------  -------------
Shares of
Common Stock

$.01 par value   150,000 shares(2) $     8.31     $1,246,500   $    346.53
=============================================================================

(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 high and low prices of the Common Stock
    on October 11, 1999, 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.

Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-54064 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,
1999; (ii) the quarterly reports on Form 10-Q for the quarters
ended April 30, 1999, and July 31, 1999; 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 Capital Accumulation 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 September
24, 1999, Mr. Magill owned 17,361 shares of the Registrant's
common stock and has been granted options exercisable with
respect to an additional 129,367 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 bylaws, 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 (i)
breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law,
(iii) under Section 174 of the DGCL (unlawful payment of
dividends) or (iv) 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.
The Registrant hereby undertakes to submit the Plan
documents and all amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and to make all changes
required by the IRS in order to qualify the Plan.

     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; and

               (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 October 14,
1999.

                                   LAYNE CHRISTENSEN COMPANY

                                   By: /s/ A. 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/ A. B. Schmitt                                 October 14, 1999
-----------------------------------------------
Andrew B. Schmitt
President, Chief Executive Officer and Director
(Principal Executive Officer)

/s/ Jerry W. Fanska                               October 14, 1999
-----------------------------------------------
Jerry W. Fanska
Vice President - Finance and Treasurer
(Principal Financial & Accounting Officer)
/s/ Robert J. Dineen                              October 14, 1999
-----------------------------------------------
Robert J. Dineen
Director

/s/ Todd A. Fisher                                October 14, 1999
-----------------------------------------------
Todd A. Fisher
Director

/s/ Edward A. Gilhuly                             October 14, 1999
-----------------------------------------------
Edward A. Gilhuly
Director

/s/ Donald K. Miller                              October 14, 1999
-----------------------------------------------
Donald K. Miller
Director

/s/ Sheldon R. Erikson                            October 14, 1999
-----------------------------------------------
Sheldon R. Erikson
Director
INDEX TO EXHIBITS

                                                     SEQUENTIALLY
                                                       NUMBERED
EXHIBIT NO.   DESCRIPTION                                PAGE
-----------   ------------------------------------   -------------
   4.1        Specimen common stock certificate             *
              (filed as Exhibit 4(1) to the
              Registrant's Registration Statement
              on Form S-1,  SEC 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,
              SEC File No. 33-48432, and incorporated
              herein by reference).

   5          Opinion of Kent B. Magill, Vice President    10
              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      12
              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 to original filing of this
              Registration Statement).

*  Incorporated herein by reference.