FOSTER L B CO — Director's Dealing 2011

Aug 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2011-08-17

Reporting Person: Kelly Brian H (V.P. - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-17	Common Stock	P	200	$22.15	Acquired	8002	Direct
2011-08-12	Common Stock	J	300	$17.59	Acquired	300	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	399	Direct
Common Stock	754	Direct
Common Stock	595	Direct
Common	621	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common ()	2262	Direct
Performance Share Units	$		Common ()	1747	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 3, 2014.

F5: Includes 5,625 shares which are unvested with 1,875 shares becoming vested on each May 28, 2012, 1,875 on May 28, 2013 and 1,875 on May 28, 2014.

F6: Not vested until March 15, 2015.

F7: (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.

F8: (0 - 3494 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.

F9: (0 - 3726). 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.