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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1. Name and Address of Reporting Person * Farley Andrew D   2. Issuer Name and Ticker or Trading Symbol KBR, INC. [KBR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Gen Counsel & Secretary (Last) (First) (Middle) 601 JEFFERSON STREET, SUITE 3400 3. Date of Earliest Transaction (Month/Day/Year) 11/21/2006 (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 11/21/2006   A   15,955 (1) A $ 0 15,955 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

Nonstatutory Stock Option (right to buy)

$ 21.81

11/21/2006

A

6,310 (2)

11/21/2007

11/21/2016

Common Stock

6,310

$ 0

6,310

D

Nonstatutory Stock Option (right to buy)

$ 21.81

11/21/2006

A

6,373 (3)

11/21/2008

11/21/2016

Common Stock

6,373

$ 0

12,683

D

Nonstatutory Stock Option (right to buy)

$ 21.81

11/21/2006

A

6,247 (4)

11/21/2009

11/21/2016

Common Stock

6,247

$ 0

18,930

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Farley Andrew D 601 JEFFERSON STREET SUITE 3400 HOUSTON, TX 77002			SVP, Gen Counsel & Secretary

Signatures

Michael A. Weberpal, Attorney-in-Fact		11/22/2006
**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)	Restricted Stock Units awarded pursuant to the KBR, Inc. 2006 Stock and Incentive Plan and will convert at a 1-to-1 ratio. The restrictions on the stock will begin to lapse on November 21, 2007 at 20% per year over a five-year period.
(2)	Stock Options awarded pursuant to the KBR, Inc. 2006 Stock and Incentive Plan.
(3)	Stock Options awarded pursuant to the KBR, Inc. 2006 Stock and Incentive Plan.
(4)	Stock Options awarded pursuant to the KBR, Inc. 2006 Stock and Incentive Plan.

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