SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

HASSELBUSCH STAN L

(Last)

(First)

(Middle)

L.B. FOSTER COMPANY

415 HOLIDAY DRIVE

(Street)

PITTSBURGH

15220

(City)

(State)

(Zip)

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 Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/15/2007		M		200	A	$3.65	38,017	D
Common Stock	11/15/2007		S		200	D	$46	37,817	D
Common Stock	11/16/2007		M		15,000	A	$3.65	52,817	D
Common Stock	11/16/2007		S		15,000	D	$44.3895	37,817	D
Common Stock	11/16/2007		M		216	A	$3.65	38,033	D
Common Stock	11/16/2007		S		216	D	$44.5	37,817	D
Common Stock	11/19/2007		M		658	A	$3.65	38,475	D
Common Stock	11/19/2007		S		658	A	$43.2525	37,817	D
Common Stock								25,065	I	Approximate share equivalent of units in 401(k) trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$4.75							12/12/2001⁽²⁾	12/11/2011	Common	50,000		50,000	D
Option to Buy	$5.5							05/15/2002⁽³⁾	05/14/2012	Common	20,000		20,000	D
Option to Buy	$3.65	11/15/2007		M		200		05/09/2001⁽¹⁾	05/08/2011	Common	200	⁽⁴⁾	29,800	D
Option to Buy	$3.65	11/16/2007		M		15,000		05/09/2001	05/08/2011	Common	15,000	⁽⁴⁾	14,800	D
Option to Buy	$3.65	11/16/2007		M		216		05/09/2001	05/08/2011	Common	216	⁽⁴⁾	14,584	D
OPtion to Buy	$3.65	11/19/2007		M		658		05/09/2001	05/08/2011	Common	658	⁽⁴⁾	13,926	D

Explanation of Responses:

1. 25% became exercisable on 5/9/02 and an additional 25% became vested on each of the next three anniversaries

2. 25% became exercisable on 12/12/02 and an additional 25% became vested on each of the next three anniversaries

3. 25% became exercisable on 5/15/03 and an additional 25% became vested on each of the next three anniversaries

4. Not applicable

Remarks:

	Stan L. Hasselbusch, by David L. Voltz as Attorney-in-Fact	11/19/2007
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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