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 *
Utt William P
   2. Issuer Name and Ticker or Trading Symbol
KBR, INC. [KBR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and President
(Last)
(First)
(Middle)
601 JEFFERSON, SUITE 3400		 3. Date of Earliest Transaction (Month/Day/Year)
05/02/2011
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date Original Filed(Month/Day/Year)
05/02/2011		 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 05/02/2011   S   5,299 (1) (5) D $ 38.49 (2) (3) 268,385 D  

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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
Stock Options $ 12.49 05/02/2011   S     3,835 (1) (5) 03/04/2010 03/04/2019 Common Stock 3,835 $ 38.56 (3) (4) 33,752 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Utt William P
601 JEFFERSON
SUITE 3400
HOUSTON, TX 77002		   X     CEO and President  

Signatures

 Jeffrey B. King, Attorney-in-Fact   05/26/2011
**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) This sale is pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 18, 2011.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.18 to $38.67 inclusive.
(3) The reporting person undertakes to provide to KBR Inc., any security holder of KBR Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold or exercised, as applicable, at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.
(4) The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices from $38.28 to $38.67 inclusive.
(5) On a Form 4 filed on May 3, 2011, the reporting person indicated a total sale of 9,134 shares of common stock. This amendment is being filed to correct an inaccuray in the original filing resulting from a clerical error on behalf of the brokerage firm.

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