Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Foster Donald 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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. V.P. Concrete Products
(Last)
(First)
(Middle)
415 HOLIDAY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/03/2008
(Street)

PITTSBURGH, PA 15220		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/03/2008 12/03/2008 M   3,750 A $ 9.3 5,062 D  
Common Stock 12/03/2008 12/03/2008 M   6,250 A $ 8.01 11,312 D  
Common Stock 12/03/2008 12/03/2008 S   10,000 D $ 32.016 (1) 1,312 D  
Common Stock (2)               683 D  
Common Stock               260 I Est. 401(k) Shares

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Option to Buy $ 9.3 12/03/2008   M   3,750   05/13/2006(4) 05/12/2016(4) Common 3,750 (3) 3,750 D  
Option to Buy $ 8.01 12/03/2008   M   6,250   10/21/2004(5) 10/20/2014(5) Common 6,250 (3) 0 D  
Option to Buy $ 9.29             02/16/2005(6) 02/15/2015(6) Common 2,500   2,500 D  
Performance Share Units (3)               (3)   (3) Common (7)   2,053 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Foster Donald L
415 HOLIDAY DRIVE
PITTSBURGH, PA 15220		       Sr. V.P. Concrete Products  

Signatures

 Donald L. Foster/David L. Voltz as attorney-in-fact   12/04/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The range of sales prices was $31.92 to $32.44. Upon request by the Commission staff the issuer or security holder of the issuer the reporting person undertakes to provide full information regarding the number of shares sold at each separate price.
(2) Not vested and non-voting until March 6, 2012.
(3) Not Applicable.
(4) 25% became vested on 5/13/06 and an additional 25% becomes vested on each of the next three anniversaries.
(5) 25% became vested on 10/21/05 and an additional 25% becomes vested on each of the next three anniversaries.
(6) 25% became vested on 2/16/06 and an additional 25% becomes vested on each of the next three anniversaries.
(7) (0-4106 shares) Performance share unit will convert into common stock based on the Company's performance against financial metric for calendar year 2008-2010 inclusive. Stock awarded shall range from 0 to 2 for each performance share unit.

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