8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2011

______________________________

KBR, INC.

(Exact name of registrant as specified in its charter)

                                                                    Delaware                                                 1-33146                                                          20-4536774

                                                                         (State or other jurisdiction                (Commission File Number)                                            (IRS Employer

                                                                       of incorporation)                                                                                                                Identification No.)

601 Jefferson Street

Suite 3400

Houston, Texas  77002

(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 753-3011

______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01.                      Other Events.

On August 26, 2011, KBR announced its Board of Directors authorized a program to repurchase up to ten million of its outstanding common shares.  The shares may be repurchased from time to time in the open market or through privately negotiated transactions at the company’s discretion, subject to market conditions, and in accordance with applicable regulatory requirements.

The share repurchase program will be funded through the company’s current cash position.  As of August 15, 2011, KBR had approximately 150 million shares outstanding.

ITEM 9.01                      Financial Statements and Exhibits.

(d) Exhibits.

99.1           Press Release dated August 26, 2011, entitled “KBR Announces Share Repurchase Program.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KBR, INC.

Date:  August 26, 2011	By:	/s/ Jeffrey B. King
		Jeffrey B. King Vice President, Public Law

EX-99.1 CHARTER

Exhibit 99.1

FOR IMMEDIATE RELEASE                                          Contact                  Rob Kukla, Jr.

August 26, 2011                                                                                                 Director, Investor Relations

713-753-5082

investors@kbr.com

Gabriela Segura

Manager, Media Relations

713-753-8694

gabriela.segura@kbr.com

KBR ANNOUNCES SHARE REPURCHASE PROGRAM

HOUSTON – KBR (NYSE:KBR) announced today that its Board of Directors has authorized the repurchase up to 10 million of its outstanding common shares.

The shares will be repurchased from time to time in the open market at the company’s discretion, subject to market conditions, and in accordance with applicable regulatory requirements.

The program does not obligate the company to acquire any particular amount of common stock and may be commenced, suspended or discontinued at any time or from time to time without prior notice. The share repurchase program will be funded through the company’s current cash position.

KBR is a global engineering, construction and services company supporting the energy, hydrocarbons, government services, minerals, civil infrastructure, power, industrial, and commercial markets. For more information, visit www.kbr.com.

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