FOSTER L B CO — Director's Dealing 2011

Aug 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2011-08-10

Reporting Person: LIPPARD GREGORY W (V.P. - Rail Products Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-10	Common Stock	P	1000	$18.2655	Acquired	2786	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1487	Indirect
Common Stock	399	Direct
Common Stock	754	Direct
Common Stock	596	Direct
Common	621	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common ()	2262	Direct
Performance Share Units	$		Common ()	1786	Direct
Performance Share Units	$		Common ()	1863	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 2, 2014.

F5: Not vested until March 15, 2015.

F6: (0 - 4524 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 - 3572 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.

F8: (0 - 3726 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2011-2013, inclusive. Stock awarded shall range from 0-2 for each performance share unit.