Sec Form 4 Filing - HASSELBUSCH STAN L @ FOSTER L B CO - 2011-08-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HASSELBUSCH STAN L 2. Issuer Name and Ticker or Trading Symbol FOSTER L B CO [ FSTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) L.B. FOSTER COMPANY, 415 HOLIDAY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2011 (Street) PITTSBURGH, PA15220 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 25,040.328 I Approximate shares in 401(k) trust Common Stock 2,847 ( 2 ) D Common Stock 5,386 ( 3 ) D Common Stock 4,253 ( 4 ) D Common Stock 2,500 ( 5 ) D Common 3,106 ( 6 ) D Common Stock 08/10/2011 P 10,000 A $ 18.5249 56,407 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Units ( 1 ) ( 1 ) ( 1 ) Common ( 1 ) 16,156 ( 7 ) D Performance Share Units ( 1 ) ( 1 ) ( 1 ) Common ( 1 ) 12,760 ( 8 ) D Performance Share Units ( 1 ) ( 1 ) ( 1 ) Common ( 1 ) 9,317 ( 9 ) D Special Performance Share Units ( 1 ) ( 1 ) ( 1 ) Common ( 1 ) 1,500 ( 10 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HASSELBUSCH STAN L L.B. FOSTER COMPANY 415 HOLIDAY DRIVE PITTSBURGH, PA15220 X President and CEO Signatures /s/ Stan L. Hasselbusch 08/10/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Not applicable. ( 2 )Not vested and non-voting until March 6, 2012. ( 3 )Not vested and non-voting until March 4, 2013. ( 4 )Not vested and non-voting until March 3, 2014. ( 5 )Not vested and non-voting until March 1, 2012. ( 6 )Not vested until March 15, 2015. ( 7 )(0 - 32,312 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. ( 8 )(0 - 25,520 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. ( 9 )(0 - 18634 shares). Performance share units will convert into common stock based on Company's performance against financial metric 2011-2013, inclusive. Stock awarded shall range from 0-2 for each performance share unit. ( 10 )(0 - 3000 shares). Special Performance Share Units will convert into common stock based on subsidiary performance againsst financial metric in 2011. Stock award shall range from 0-2 for each performance share unit.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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