FOSTER L B CO — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2011-03-02

Reporting Person: FISHER SAMUEL K (Sr. V.P. Rail)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	S	1500	$40.9175	Disposed	5487	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1762	Indirect
Common Stock	6987	Direct
Common Stock	683	Direct
Common Stock	1293	Direct
Common Stock	1021	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common ()	2053	Direct
Performance Share Units	$		Common ()	3877	Direct
Performance Share Units	$		Common ()	3062	Direct

Footnotes

F1: Not applicable.

F2: Not vested and non-voting until March 6, 2012

F3: Not vested and non-voting until March 4, 2013.

F4: Not vested and non-voting until March 3, 2014.

F5: (0 - 4016 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2008 - 2010, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

F6: (0 - 7754 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2009 - 2011, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

F7: (0 - 6124 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2010 - 2012, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.