FOSTER L B CO — Director's Dealing 2011

Nov 3, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2008-11-03

Reporting Person: Sauder David R (Vice President-Business Dev)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7978	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common Stock ()		Direct
Performance Share Units	$		Common Stock ()		Direct
Performance Share Units	$		Common Stock ()		Direct
Performance Share Units	$		Common Stock ()		Direct

Footnotes

F1: On November 3, 2008, the Reporting Person attempted to file his initial Form 3 related to the Issuer via EDGAR, however, the Reporting Person and the Issuer have recently learned that the Form 3 was never accepted by the SEC due to a technical error, although a Form 4 filed by the Reporting Person on the same day was accepted. This Form 3 is being promptly filed to remedy that issue. The amount and type of securities beneficially owned by the Reporting Person shown in Table I and Table II of this Form 3 are the amount and type owned as of November 3, 2011, the date this Form 3 was accepted by the SEC. As of the date this Form 3 was initially submitted for filing, November 3, 2008, the Reporting Person beneficially owned no securities of the Issuer. The Reporting Person has made all other required filings on a timely basis with respect to his security ownership in the Issuer.

F2: This amount includes restricted shares, which were previously awarded to the reporting person by the Issuer under the Issuer's 2006 Omnibus Incentive Plan and also includes one additional share of Common Stock that was not reported on the Nov. 5, 2010 Form 4 filing due to an administrative error.

F3: (0-4524 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2009-2011, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit.

F4: (0-3572 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2010-2012, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit.

F5: (0-3726 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2011-2013, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit.

F6: (0-2000 shares). Performance Share Units will convert into Common Stock based on subsidiary performance against financial metric in 2011. Stock award shall range from 0 - 2 shares of Common Stock for each Performance Unit.