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)
02/27/2014
(Street)

HOUSTON, TX 77002		 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 02/27/2014   A   6,438 (1) A $ 0 49,961 D  
Common Stock 02/27/2014   A   7,079 (2) A $ 0 57,040 D  
Common Stock 02/27/2014   A   4,457 (3) A $ 0 61,497 D  
Common Stock 02/27/2014   A   4,253 (4) A $ 0 65,750 (5) 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 $ 33.65 02/27/2014   A   26,010 (6)   03/09/2013 03/09/2021 Common Stock 26,010 $ 0 266,569 D  
Stock Options $ 35.27 02/27/2014   A   25,800 (7)   03/07/2013 03/07/2022 Common Stock 25,800 $ 0 292,579 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

 /s/Jeffrey B. King, attorney-in-fact   03/03/2014
**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) On March 4, 2009, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirement for this year.
(2) On March 10, 2010, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirement for this year.
(3) On March 9, 2011, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirement for this year.
(4) On March 7, 2012, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the portion that has satisfied the positive net income requirements for this year.
(5) This represents the balance after withholding for taxes.
(6) On March 9, 2011, the reporting person was granted options that vest at a rate of 33 1/3% on the first anniversary, 66 2/3% on the second anniversary and 100% on the third anniversary from the original date of grant with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for this year.
(7) On March 7, 2012, the reporting person was granted options that vest at a rate of 33 1/3 on the first anniversary, 66 2/3% on the second anniversary and 100% on the third anniversary from the original date of grant with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for this year.

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