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 * Boehm Paul   2. Issuer Name and Ticker or Trading Symbol EXPONENT INC [EXPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Group Vice President (Last) (First) (Middle) 149 COMMONWEATH DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 03/12/2014 (Street) MENLO PARK, CA 94025 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 03/12/2014   M(1)   8,386 A (2) 18,366 D   Common Stock 03/12/2014   M(3)   81 A (2) 18,447 D   Common Stock 03/12/2014   M(3)   28 A (2) 18,475 D   Common Stock 03/12/2014   F(4)   52 D $ 74.25 18,423 D   Common Stock 03/12/2014   F(4)   2,741 D $ 74.25 15,682 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

Dividend Equivalent Rights

(3)

03/12/2014

M(3)

81

03/12/2014

03/12/2014

Common Stock

81

(2)

0

D

Dividend Equivalent Rights

(5)

03/12/2014

A(5)

28

03/12/2014

03/12/2014

Common Stock

28

(2)

28

D

Dividend Equivalent Rights

(3)

03/12/2014

M(3)

28

03/12/2014

03/12/2014

Common Stock

28

(2)

0

D

Restricted Stock Units

(1)

03/12/2014

M(1)

8,386

03/12/2014

03/12/2014

Common Stock

8,386

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Boehm Paul 149 COMMONWEATH DRIVE MENLO PARK, CA 94025			Group Vice President

Signatures

By: Wendy Whitehouse For: Paul Boehm		03/14/2014
**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)	Reflects the conversion of shares of vested Restricted Stock Units granted on March 12, 2010 into shares of Common Stock on a 1:1 basis.
(2)	Not applicable.
(3)	Settlement of dividend equivalent rights in connection with RSU release on a 1:1 basis.
(4)	Reflects shares of common stock withheld by the Company to satify the tax withholding obligations of the Reporting Person.
(5)	The dividend equivalent rights accrued with respect to RSUs, pursuant to dividends earned in Q1 2014.

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