Foster L B Co – ‘424B3’ on 5/25/05

On:  Wednesday, 5/25/05, at 5:39pm ET   ·   As of:  5/26/05   ·   Accession #:  352825-5-10   ·   File #:  333-60488

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus for Long-Term Incentive Plans              16     66K 

Document Table of Contents

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----------------------------------------------------------------------------    
                                                             Rule 424(b)
                                              Registration No. 333-60488
----------------------------------------------------------------------    
PROSPECTUS
----------------------------------------------------------------------------    

L. B. FOSTER COMPANY

Common Stock
($.01 Par Value)

1,500,000 Shares Offered Under The
 1985 Long-Term Incentive Plan as Amended and Restated

 And

900,000 Shares Offered Under The
 1998 Long-Term Incentive Plan as Amended and Restated

This Prospectus relates to the offer and sale of shares of Common Stock of L. B.
Foster Company (the "Company") to certain present and former officers, directors
and employees of the Company and its subsidiaries pursuant to the 1985 Long-Term
Incentive  Plan as Amended and Restated (the "1985 Plan") and the 1998 Long-Term
Incentive  Plan  as  Amended  and  Restated  (the  "1998  Plan").  Such  persons
(including  "affiliates"  of the  Company  as  defined  in Rule  405  under  the
Securities  Act of 1933) may use this  Prospectus  for the  reoffer or resale of
such  shares  in  brokers'  transactions  in  the  over-the-counter  market,  in
privately  negotiated  transactions,  or  otherwise,  and  may be  deemed  to be
"underwriters"  as defined in the  Securities  Act of 1933 with  respect to such
resales.  The Company will receive none of the proceeds from such  resales.  The
Common  Stock is  traded  in the  over-the-counter  market  and is quoted in the
Nasdaq National  Market  (Symbol:  FSTR).  The Company's  executive  offices are
located at 415 Holiday Drive,  Pittsburgh,  Pennsylvania 15220 and its telephone
number is (412) 928-3431.                                                       

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE 
 CONTRARY IS A CRIMINAL OFFENSE.

--------------------------------------------------------------------------------

The date of this amended Prospectus is May 25, 2005.

 AVAILABLE INFORMATION

L.  B.  Foster  Company  (the   "Company")  is  subject  to  the   informational
requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and regulations  thereunder (the "Exchange  Act"),  and in accordance  therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange  Commission  (the  "Commission").  Such  material can be inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
5th Street, N.W., Washington,  D.C. 20549 and at its regional offices located at
500 West Madison Street,  Chicago,  Illinois 60661 and 7 World Trade Center, New
York,  New York 10048.  Copies of such  material can be obtained from the Public
Reference  Section of the Commission,  450 5th Street,  N.W.,  Washington,  D.C.
20549, at prescribed rates.                                                     

This Prospectus, which constitutes part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended,  omits
certain of the information contained in the Registration Statement. Reference is
hereby made to the Registration  Statement and to the exhibits  relating thereto
for further  information with respect to the Company and the securities  offered
hereby. The Registration Statement, including the exhibits filed or incorporated
by reference as a part thereof,  may be inspected  without  charge at the public
reference facilities of the Commission at 450 5th Street, N.W., Washington, D.C.
20549,  and copies may be obtained  from the  Commission  at  prescribed  rates.
Statements   contained  herein   concerning  the  provisions  of  documents  are
necessarily summaries of such documents, and each such statement is qualified in
its entirety by reference to the copy of the applicable  document filed with the
Commission.  Further information about the 1985 Plan and the 1998 Plan and their
administrators  may be obtained by contacting  David L. Voltz,  Secretary of the
Company, whose address and telephone number are set forth below.                

The Commission  maintains an Internet web site that contains reports,  proxy and
information  statements,  and  other  information  regarding  issuers  who  file
electronically  with the  Commission,  such as the Company.  The address of that
site is http://www.sec.gov.                                                     

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If a copy of the  Company's  annual report to  shareholders  for the last fiscal
year was not  furnished  with  this  Prospectus,  a copy of such  report  may be
obtained,  without charge,  from the Company upon written or oral request to: L.
B. Foster Company, David L. Voltz, Secretary, 415 Holiday Drive, Pittsburgh,  PA
15220,  telephone number (412) 928-3431.  Participants in the Plans will receive
copies of all reports, proxy statements and other communications  distributed to
shareholders of the Company.                                                    

 THE 1985 PLAN

The 1985  Long-Term  Incentive  Plan  became  effective  January 1, 1985 and was
approved at the 1985 annual meeting of  stockholders.  The Board of Directors on
February 6, 1987  amended the Plan in a number of respects by adopting  the 1985
Long-Term Incentive Plan as Amended and Restated, which was approved at the 1987
annual meeting of stockholders.  At the 1990 annual meeting the Plan was amended
by increasing  from 800,000 to 1,000,000 the maximum  number of shares  issuable
upon the exercise of options or stock appreciation  rights. The Plan was further
amended July 30, 1992 to bring the Plan in compliance  with the  requirements of
Rule 16b-3 (as amended May 1, 1991) under the  Securities  Exchange Act of 1934,
as amended,  and remove certain  restrictions and procedures which are no longer
necessary in order to comply with that Rule.  The July 1992  amendments  have no
effect on stock options granted prior to those amendments,  except to the extent
that the stock option agreement may be amended in writing in accordance with the
Plan. At the 1994 annual  meeting the  stockholders  approved  amendments to the
Plan which increased from 1,000,000 to 1,500,000 the maximum number of shares of
common stock issuable upon the exercise of options or stock appreciation  rights
and extended from January 1, 1995 to January 1, 2005 the termination date of the
Plan. Finally, on May 25, 2005 the Plan was amended by deleting the authority to
award stock  appreciation  rights  ("SARs") to  optionees.  No SARs or Incentive
Stock Options have been awarded  under the Plan.  The 1985  Long-Term  Incentive
Plan as Amended and Restated,  as in effect at the date of this  Prospectus,  is
hereinafter referred to as the "1985 Plan".                                     

The 1985 Plan expired  January 1, 2005;  however,  options  granted prior to the
expiration date remain in effect in accordance with their terms.  The purpose of
the 1985 Plan was to provide financial incentives for selected key personnel and
directors of the Company and its  subsidiaries,  thereby promoting the long-term
growth and  financial  success of the Company by (i)  attracting  and  retaining
personnel and directors of outstanding ability, (ii) strengthening the Company's
capability to develop,  maintain and direct a competent  management  team, (iii)
motivating key personnel to achieve long-range  performance goals and objectives
and (iv) providing incentive compensation  opportunities  competitive with those
of other corporations.                                                          

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The 1985 Plan was neither  qualified  under Section 401 of the Internal  Revenue
Code nor subject to any provisions of the Employee  Retirement  Income  Security
Act of 1974.                                                                    

The following summary of the 1985 Plan is qualified in its entirety by reference
to the 1985  Plan,  copies of which  have been  filed  with the  Commission  and
furnished to the recipients of stock options.                                   

Eligibility                                                                     

The 1985 Plan authorized the granting of stock options to officers and employees
of  the  Company  and  its  subsidiaries  who  occupy   responsible   executive,
professional or administrative positions and who have the capacity to contribute
to the success of the Company. Options could also be granted to directors of the
Company  and its  subsidiaries  who  were  not  employees  of the  Company  or a
subsidiary.  Employees  were  required  to be in  grade  level  15 or  above  or
otherwise  selected  for  participation.  As of  May  25,  2005  there  were  27
participants in the 1985 Plan.                                                  

Administration                                                                  

Awards to participants are  administered by a committee  composed of two or more
directors of the Company,  each of whom is a "non-employee  director" within the
meaning of Rule 16b-3 under the  Securities  Exchange  Act of 1934,  as amended,
(the  "Committee").  Members of the  Committee are appointed by and serve at the
pleasure  of the  Board of  Directors.  The  Committee  was  authorized,  in its
discretion  but within the  parameters  set forth in the 1985 Plan, to determine
those officers,  employees and directors who shall receive awards, the number of
shares to be optioned  and the time or times when awards  shall be made,  and to
grant such awards.  The  Committee  is  authorized  to  interpret  the terms and
provisions of the 1985 Plan. The Committee's  interpretations  of the awards are
final and  conclusive as to all  interested  parties.  The Committee has general
authority to interpret  the Plan and  establish  rules and  regulations  for its
administration.  As of the date of this Prospectus, the members of the Committee
were John W. Puth, 5215 Old Orchard Road, Skokie, IL 60077,  William H. Rackoff,
3 Twin Pine Court, Pittsburgh, PA 15215, and Henry J. Massman IV, 1010 West 65th
Street, Kansas City, MO 64113.                                                  

Stock Option Grants                                                             

Up to 1,500,000 shares of common stock of the Company may be issued or delivered
by the Company under the 1985 Plan,  which may include  newly-issued or treasury
shares.  The number and kind of shares that may be issued,  the number of shares
subject to  outstanding  options,  the exercise  (purchase)  price per share and
other  relevant  provisions  are  subject to  appropriate  adjustment  for stock
splits, stock dividends,  reverse splits,  recapitalizations,  a merger in which
the Company is the surviving  corporation or other similar capital changes. Such
adjustment shall be as                                                          

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determined by the Board of Directors,  whose  determination  shall be binding on
all persons.                                                                    

Nonqualified  stock options.  The stock options granted under the 1985 Plans are
"nonqualified"  in that they do not qualify as "incentive  stock options" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.    

Terms and Provisions of Stock Options                                           

The  Committee was  authorized  to determine  the terms and  provisions of stock
options granted under the 1985 Plan provided that (a) the exercise price must be
not less than the fair market value (as defined) of the stock and (b) the option
must  expire  no later  than ten  years  from the date of  grant.  The terms and
provisions  of option grants were not required to be uniform.  Unless  otherwise
provided in the stock  option  agreement,  (a) the options  are  exercisable  in
cumulative  annual  installments  in the amount of 25% of the  shares  optioned,
commencing on the first  anniversary of the grant, (b) in the case of death, the
option may be exercised by the optionee's legal representative  within 12 months
after the date of death,  but only to the extent the option was  exercisable  at
the time of death, (c) in the case of retirement with the consent of the Company
or Permanent  Disability,  the option may be exercised  within three years after
termination  of service for such reason,  but only to the extent that the option
was  exercisable  at the  time of such  termination  of  service  and (d) if the
optionee's  service with the Company or a subsidiary  of the Company  terminates
for any reason other than death,  retirement  with the consent of the Company or
Permanent  Disability,  all  options  held  by  the  optionee  will  immediately
terminate and may not thereafter be exercised;  provided,  however,  that if the
optionee's service terminates more than four years after the grant of the option
and if the optionee's  service is not  terminated for "cause",  the optionee may
exercise  the  option  within  30  days  after  such   termination  of  service.
Notwithstanding the foregoing, in no event may any option be exercised after the
expiration of ten years from the date on which it was granted.  "Cause" includes
willful or gross neglect of duties or willful  misconduct in the  performance of
duties,  so as to  cause  material  harm to the  Company  or any  subsidiary  as
determined by the Board of Directors; fraud, misappropriation or embezzlement in
the  performance  of duties;  or conviction of a felony which,  as determined in
good  faith by the  Board of  Directors,  constitutes  a crime  involving  moral
turpitude and results in material harm to the Company or a subsidiary.          

The Committee is  authorized  to determine  whether an optionee has retired from
service or has suffered  Permanent  Disability,  and its determination  shall be
binding on all concerned. In the sole discretion of the Committee, a transfer of
service to an  affiliate of the Company  other than a subsidiary  of the Company
may be deemed retirement from service with the consent of the Company. Except as
otherwise provided in the stock option agreement,  an optionee's service will be
treated as  continuing  while the optionee is on military  leave,  sick leave or
other  bona fide leave of absence if the period of such leave does not exceed 90
days or, if longer, the                                                         

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optionee's  right to reestablish  his or her service is guaranteed by statute or
by contract;  absent such statute or contract,  the  optionee's  service will be
deemed to have  terminated on the 91st day of such leave.  The Committee is also
authorized,  in its discretion, to accelerate the date on which an option may be
exercised,  if it determines  that to do so will be in the best interests of the
Company and the optionee.                                                       

Stock  option  agreement.  Each  stock  option is  evidenced  by a stock  option
agreement in such form and containing such provisions, not inconsistent with the
provisions of the 1985 Plan, as the Committee approved. The terms and provisions
of such agreements are not uniform.  Each optionee should therefore refer to his
or her own stock option agreement for the terms and provisions of the option.   

Exercise of Stock Options and Disposition of Shares                             

Manner of exercise.  Stock options may be exercised by giving  written notice of
exercise to the Company  specifying  the number of shares to be  purchased.  The
notice of exercise  must be  accompanied  by (a) payment in full of the exercise
price in cash or by certified or  cashier's  check or (b) a copy of  irrevocable
instructions  to a broker to promptly  deliver to the Company the amount of sale
or loan proceeds sufficient to cover the exercise price.                        

Conditions  to delivery of shares.  The Company will not be obligated to deliver
any shares upon the  exercise of an option  unless and until,  in the opinion of
the  Company's  counsel,  all  applicable  federal,  state  and  other  laws and
regulations  have been complied  with. If the  outstanding  stock at the time of
exercise is listed on any stock  exchange,  no delivery  will be made unless and
until the shares to be delivered have been listed or authorized for listing upon
official  notice of issuance on such  exchange.  Nor will delivery be made until
all other legal matters in  connection  with the issuance and delivery of shares
have been  approved  by the  Company's  counsel.  In this  regard,  and  without
limiting  the  generality  of the  foregoing,  the Company may require  from the
optionee or the optionee's legal  representative such investment  representation
or such agreement,  if any, as counsel for the Company may consider necessary in
order to comply with the Securities Act of 1933, as amended, the securities laws
of any state and the regulations thereunder,  certificates evidencing the shares
may be required  to bear a  restrictive  legend,  a stop  transfer  order may be
placed with the transfer  agent,  and there may be restrictions as to the number
of shares  that can be resold  during a given  period of time and the  manner of
sale.  Optionees or their legal  representatives must take any action reasonably
requested  by the  Company  in order to effect  compliance  with all  applicable
securities laws and regulations and any listing requirements.                   

Notice of disposition of shares.  Each optionee must notify the Company when any
disposition of optioned shares,  whether by sale, gift or otherwise,  is made by
the optionee.                                                                   

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Miscellaneous Provisions                                                        

Nontransferability.  No stock option awarded under the 1985 Plan is transferable
by the optionee other than by will or the laws of descent and distribution.  Any
transfer  contrary  to this  restriction  will  nullify  the award.  Options are
exercisable  during  the  optionee's  lifetime  only  by  the  optionee  or  the
optionee's legal representative.                                                

Shareholder  rights.  An optionee has no rights as a shareholder with respect to
any stock  covered by his or her option  until the issuance to the optionee of a
stock certificate representing such stock.                                      

No right to  employment.  Neither  the  establishment  of the 1985  Plan nor any
action taken by the Company,  the Board,  or the Committee  under the 1985 Plan,
nor any  provision of the 1985 Plan,  shall be construed as giving to any person
the right to be retained in the service of the Company or any subsidiary.       

Consolidation  or merger.  In the event of a consolidation  or a merger in which
the Company is not the surviving  corporation,  or any other merger in which the
shareholders  of the Company  exchange  their shares of stock in the Company for
stock of another  corporation,  or in the event of complete  liquidation  of the
Company,  or in the case of a tender offer  accepted by the Board of  Directors,
all outstanding options will thereupon  terminate,  provided that the Board may,
prior to the effective date of any such consolidation or merger, either (a) make
all  outstanding  options  immediately  exercisable  or (b)  arrange to have the
surviving  corporation grant to the optionees replacement options on terms which
the Board determines to be fair and reasonable.                                 

Amendments.  The Board of Directors may at any time amend the 1985 Plan or amend
any  outstanding  option for the purpose of satisfying the  requirements  of any
changes in applicable  laws or regulations or for any other purpose which may at
the time be permitted by law,  provided that no such  amendment  shall result in
Rule 16b-3 under the  Securities  Exchange  Act of 1934,  as  amended,  becoming
inapplicable  to any options or without the approval of the  shareholders of the
Company (a)  increase  the maximum  number of shares of common  stock  available
under the 1985 Plan (subject to adjustment as explained  above),  (b) reduce the
exercise  price of options below the prices  provided for in the 1985 Plan,  (c)
extend the time within which  options may be granted or (d) extend the period of
an  outstanding  option  beyond ten years from the date of grant.  No  amendment
shall  adversely  affect the rights of any optionee under any award  theretofore
granted except upon the optionee's written consent to such amendment. Amendments
requiring the approval of  shareholders  may be effected by the Board subject to
such approval.                                                                  

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 THE 1998 PLAN

On October 23, 1998, the Board of Directors adopted the 1998 Long-Term Incentive
Plan which  provided for the issuance of options to acquire up to 25,000  shares
of the Company's common stock.  Options to acquire 25,000 shares of common stock
were subsequently  awarded to outside directors of the Company.  On February 24,
1999,  the Board of  Directors  adopted,  subject to  shareholder  approval,  an
amended and restated 1998 Long-Term  Incentive  Plan which,  among other things,
increased  the number of shares of common  stock  issuable  under that Plan from
25,000 to 450,000.  On February 2, 2001 the Board of Directors adopted,  subject
to shareholder  approval,  an amended and restated 1998 Long-Term Incentive Plan
which  increased  the number of shares  which may be issued under that Plan from
450,000 to 900,000.  The Plan was approved at the annual meeting of shareholders
on May 9, 2001. On May 25, 2005,  the Plan was amended by deleting the authority
to award stock  appreciation  rights  ("SARs")  or  Incentive  Stock  Options to
participants and in certain other respects (as so amended,  the "1998 Plan"). No
SARs or Incentive  Stock Options have been awarded under the 1998 Plan. The 1998
Plan will expire on October 22, 2008,  unless  terminated  on an earlier date by
the Board. As of May 25, 2005 there were 51 participants in the 1998 Plan.      

The purpose of the 1998 Plan is to provide financial incentives for selected key
personnel  and  directors  and  to  enable  the  Company  to  offer  competitive
compensation to them.                                                           

The 1998 Plan is neither  qualified  under  Section 401 of the Internal  Revenue
Code nor subject to any provisions of the Employee  Retirement  Income  Security
Act of 1974.                                                                    

The following summary of the 1998 Plan is qualified in its entirety by reference
to the 1998  Plan,  copies of which  have been  filed  with the  Commission  and
furnished to the recipients of stock options.                                   

Administration                                                                  

The 1998 Plan is  administered  by a Committee  consisting of either (a)at least
two "non-  employee"  directors  (within  the  meaning of Rule  16b-3  under the
Securities  Exchange  Act of  1934),  or (b) the full  Board of  Directors.  The
Committee currently consists of John W. Puth, Henry J. Massman IV and William H.
Rackoff. Within the parameters set forth in the 1998 Plan, the Committee has the
authority to determine  those key  employees  or directors  who shall  receive a
discretionary  award and the  terms  and  conditions  of each  such  award.  The
Committee may also prescribe  regulations for the operation of the 1998 Plan and
interpret  the 1998 Plan and option  agreements  issued under the 1998 Plan.  In
addition to discretionary awards made by the Committee,  non-employee  directors
are automatically  awarded options to acquire up to 5,000 shares of common stock
after each annual                                                               

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shareholders   meeting.   These  automatic  awards  are  described  below  under
"Automatic Stock Options."                                                      

General                                                                         

Up to 900,000 shares of common stock of the Company may be issued under the 1998
Plan,  which may include newly issued or treasury shares.  An option's  exercise
price must be at least the fair market value of the shares on the day the option
is granted.  Each option must be evidenced by a stock option agreement in a form
prescribed  by the  Committee.  Options  granted  under  the  1998  Plan are not
transferable other than by will or the laws of descent and distribution.        

Options may be  exercised  by giving  written  notice of exercise to the Company
specifying the number of shares to be purchased.  The notice of exercise must be
accompanied  by (a)  payment in full of the  exercise  price in cash,  certified
check or other medium  acceptable to the Company in its sole discretion or (b) a
copy of irrevocable  instructions to a broker to promptly deliver to the Company
the amount of sale or loan proceeds sufficient to cover the exercise price.     

The number of shares  that may be issued  under the 1998 Plan and the number and
price of shares  subject to  outstanding  options  are  subject  to  appropriate
adjustment for stock splits, stock dividends, reverse splits,  reclassifications
and other similar events.                                                       

Each optionee must notify the Company when any  disposition of optioned  shares,
whether by sale, gift or otherwise, is made by the optionee.                    

Awards under the 1998 Plan consist of "non-qualified" stock options in that they
do not qualify as "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.                                  

Automatic Stock Options                                                         

Immediately after each annual meeting of shareholders each non-employee director
who is  elected  at the  meeting  or whose  term in office  continues  after the
meeting is  automatically  granted an option to purchase  up to 5,000  shares of
common  stock,  subject  to  adjustment  for  any  future  stock  splits,  stock
dividends,  reverse  splits,  reclassifications  or other  similar  events  (the
"Automatic  Options").  The Automatic  Options have an exercise  price per share
equal to the fair market  value of the common  stock on the date of the meeting,
have a term of 10 years and are immediately exercisable.                        

When a director has served less than five years, the director may exercise his  
or her Automatic Options only within one year after termination of service,     
unless the director's service is terminated due to death, disability or         
retirement with the consent of the Company, in which case the options may be    
exercised during their full ten year term. A director who has served five years 
or longer may exercise his or her Automatic Options during their full ten       

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year term.  Notwithstanding  the foregoing,  if a director is removed for cause,
all of his or her Automatic Options shall immediately terminate.                

Discretionary Stock Options                                                     

In  addition  to the  Automatic  Options,  stock  options  may be granted to key
personnel and  directors,  including  both employee  directors and  non-employee
directors,  in  the  discretion  of  the  Committee  ("Discretionary  Options").
Discretionary  Options  granted to  directors  are  hereinafter  referred  to as
"Director  Options."   Discretionary   Options  are  subject  to  the  following
provisions of the 1998 Plan,  and the terms and  provisions of such options need
not be uniform:                                                                 

Eligibility.  Discretionary Options may be granted by the Committee to directors
or to key employees who occupy a responsible executive,  sales,  professional or
administrative  position  and, in the  Committee's  view,  have the  capacity to
contribute  to the  success  of  the  Company.  In  addition  to  the  Company's
non-employee directors,  the Company has 81 employees,  out of approximately 620
total  employees,  whose grade level  makes them  likely  candidates  for option
awards.                                                                         

Exercise Price. The exercise price of Discretionary Options is determined by the
Committee,  but shall be not less than the fair market value of the common stock
on the date of grant.                                                           

Term.  The term of  Discretionary  Options is determined by the  Committee,  but
shall not exceed 10 years from the date of grant. Director Options have the same
early-termination   provisions  as  Automatic  Options.  The   early-termination
provisions of the 1998 Plan as to all other  Discretionary  Options are the same
as those of the 1985 Plan.  See "THE 1985 PLAN - Terms and  Provisions  of Stock
Options."                                                                       

Vesting.  Options  granted to outside  directors  are  immediately  exercisable.
Except as otherwise  provided in the option agreement,  all other  Discretionary
Options may be exercised in cumulative annual installments,  each for one-fourth
of the total optioned shares, commencing one year from the date of grant.       

Amendments and Termination                                                      

The  Board  of  Directors  may at any time  amend  the  1998  Plan or amend  any
outstanding option for purposes of satisfying the requirements of any changes in
applicable laws or regulations or, in the case of Discretionary Options, for any
other purpose which may at the time be permitted by law; provided, however, that
no such  amendment  is  permissible  if it would  result in Rule 16b-3  becoming
inapplicable  to any options,  nor may any such amendment  adversely  affect the
rights of any participant in the 1998 Plan under any option theretofore  granted
to such participant except upon his or her written consent to such amendment.   

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The Board may terminate the 1998 Plan at any time. However, awards made prior to
the  expiration  or  termination  of the 1998  Plan  will  remain  in  effect in
accordance with their terms. In the event of a consolidation  or merger in which
the Company is not the surviving  corporation,  or any other merger in which the
shareholders  of the Company  exchange  their shares of stock in the Company for
stock of another  corporation,  or in the event of complete  liquidation  of the
Company, or in the case of a tender offer accepted by the Board, all outstanding
stock options shall thereupon  terminate,  provided that the Board may, prior to
the  effective  date of any such  consolidation  or merger,  either (a) make all
outstanding options immediately exercisable or (b) arrange to have the surviving
corporation  grant to the  participants  replacement  options on terms which the
Board shall determine to be fair and reasonable.                                

 CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Under  the  Internal  Revenue  Code  of 1986 as in  effect  on the  date of this
Prospectus,  there is no taxable income to an optionee when an option is granted
to him or her under the 1985 or 1998 Plan;  however,  upon the  exercise  of the
option, the excess of the fair market value of the underlying shares on the date
of exercise  over the option  exercise  price for such shares will be taxable to
the optionee as ordinary income. The Company will be entitled to a corresponding
tax  deduction  for any  amounts  which are  taxable to an  optionee as ordinary
income.  If at any time an optionee is treated as receiving  ordinary income and
at that time he or she is employed by the Company or any of its affiliates,  the
Company  may be  required  to  withhold  federal  income  taxes  and also may be
required to withhold contributions under the Federal Insurance Contributions Act
(FICA) from either the source of such ordinary income or other income payable to
the optionee. In addition, whenever stock is to be delivered to an optionee, the
Company may (a) require the  optionee to remit an amount in cash  sufficient  to
satisfy  all  federal,  state  and local tax  withholding  requirements  related
thereto, (b) withhold such required withholding from compensation  otherwise due
to the optionee or (c) any combination of (a) and (b).                          

Because of the complexity of the federal income tax laws and the  possibility of
changes therein,  and because the tax consequences to a particular optionee will
at least in part depend upon his or her personal financial situation,  optionees
are urged to consult their personal tax advisors before exercising their options
or reselling  shares  acquired  under the 1985 Plan or the 1998 Plan.  Optionees
should also  consult  their  personal  tax  advisors as to the state,  local and
federal estate tax consequences of such transactions.                           

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 OUTSTANDING OPTIONS

The  following  table  sets  forth  information  concerning  the  stock  options
outstanding  at the date of this  Prospectus  under  the 1985  Plan and the 1998
Plan.                                                                           

     Per Share             Expiration            Percent
Grant Date       Exercise Price        Date(1)                Vested            

5/8/96            4.125                   5/7/06                100             
7/30/97           4.875                  7/29/07                100             
8/13/98           5.25                   8/12/08                100             
10/14/98          3.9375                10/13/08                100             
10/23/98          4.38                  10/22/08                100             
10/23/98 (2)      4.38                  10/22/08                100             
12/16/98          6.00                  12/15/08                100             
12/16/98 (2)      6.00                  12/15/08                100             
7/16/99           5.75                   7/15/09                100             
10/19/99 (2)      5.375                 10/18/09                100             
3/1/00            4.44                   2/28/10                100             
3/1/00   (2)      4.44                   2/28/10                100             
5/10/00  (2)      3.625                   5/9/10                100             
8/3/00   (2)      3.563                   8/2/10                100             
10/11/00          3.44                  10/10/10                100             
2/2/01            2.75                    2/1/11                100             
2/2/01   (2)      2.75                    2/1/11                100             
5/9/01   (2)      3.65                    5/8/11                100             
12/12/01 (2)      4.75                  12/11/11                 75             
5/15/02  (2)      5.50                   5/14/12                100             
5/15/02  (2)      5.50                   5/14/12                 75             
7/26/02  (2)      4.30                   7/25/12                 50             
12/10/02 (2)      4.10                   12/9/12                 50             
5/13/03  (2)      4.23                   5/12/13                 50             
5/13/03  (2)      4.23                   5/12/13                100             
5/26/04  (2)      7.81                   5/24/14                100             
10/22/04 (2)      8.01                  10/21/14                  0             
12/13/04 (2)      9.30                  12/12/14                  0             
----------------                                                              
(1) Unless  terminated on an earlier date as a result of termination of service,
death or  permanent  disability,  as more  fully set  forth in the stock  option
agreements.                                                                     
(2) Granted under the 1998 Plan.                                                

As of May 25, 2005,  options for 1,046,200  shares had been exercised  under the
1985 Plan and options for 172,000 shares had been exercised under the 1998 Plan.

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 CERTAIN SELLING SECURITYHOLDERS

The following  table sets forth  information  as of the date of this  Prospectus
concerning  the officers and  directors of the Company who hold options  granted
under the 1985 Plan or the 1998 Plan.  Shares of common  stock  acquired by such
officers and  directors  under either plan through the exercise of stock options
may be resold by them using this Prospectus.                                    

                                                      Common        Common
                                                      Shares        Shares
Name                       Position with the Company     Owned        Optioned  

Alec C. Bloem              Sr. Vice President             4,961         65,000  
Concrete Products         

Merry L. Brumbaugh         Vice President - Tubular       2,489         25,000  
Products                  

Samuel K. Fisher           Sr. Vice President - Rail      9,805         41,250  

Donald L. Foster           Sr. Vice President-                                  
                         Construction                       0         40,000

Lee B. Foster II           Chairman                     206,992        192,500  

Stan L. Hasselbusch        President and  Chief          63,454        220,000  
Executive Officer         

Robert J. Howard           Vice President - Human           241         25,000  
Resources                 

Gregory W. Lippard         Vice President - Rail                                
                         Products Sales                 1,785         19,000

John F. Kasel              Vice President - Operations        0         25,000  

Henry J. Massman IV        Director                      11,829         35,000  

Diane B. Owen              Director                       6,046         15,000  

Linda K. Patterson         Controller                     3,508         20,000  

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                                                      Common        Common
                                                      Shares        Shares
Name                       Position with the Company     Owned        Optioned  

John W. Puth               Director                      42,746         60,000  

William H. Rackoff         Director                      32,746         45,000  

David J. Russo             Senior Vice President,         3,552         50,000  
Chief Financial Officer   
and Treasurer             

David L. Voltz             Vice President,               20,515         35,000  
General Counsel           
and Secretary             

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 LEGAL OPINION

The  validity of the common  stock  offered  hereby has been passed upon for the
Company  by its  counsel,  Klett  Rooney  Lieber  &  Schorling,  a  Professional
Corporation, 40th Floor, One Oxford Centre, Pittsburgh, Pennsylvania 15219.     

 DOCUMENTS INCORPORATED BY REFERENCE

The Company's  Annual Report on Form 10-K for the year ended  December 31, 2004,
its Quarterly  Report on Form 10-Q for the quarter ended March 31, 2005 its Form
8-K dated January 24, 2005,  its Form 8-K dated  January 28, 2005,  its Form 8-K
dated  February  16, 2005 and the  descriptions  of its Common  Stock,  $.01 par
value, and Common Stock purchase rights contained in the Company's  Registration
Statements  on Form 8-A,  as may from time to time be  amended,  filed  with the
Securities and Exchange  Commission,  are incorporated  herein by reference.  In
addition,  all documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and  15(d) of the  Securities  Exchange  Act of 1934  after  the date of this
Prospectus,  and  prior  to the  filing  of a  post-effective  amendment  to the
Registration  Statement of which this  Prospectus  forms a part which  indicates
that  all  securities  covered  by this  Prospectus  have  been  sold  or  which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such  documents.  The Company  will  provide  without  charge to each person,
including any beneficial owner, to whom this Prospectus has been delivered, upon
written or oral request, a copy of any and all of the documents  incorporated by
reference herein (not including  exhibits to such documents unless such exhibits
are specifically  incorporated by reference into such  documents).  Requests for
such  documents  should be directed to David L. Voltz,  Secretary,  L. B. Foster
Company,  415  Holiday  Drive,  Pittsburgh,  PA 15220,  telephone  number  (412)
928-3431.                                                                       

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 BACK COVER PAGE

 L.B. FOSTER COMPANY

 1985 Long-Term Incentive Plan as Amended and Restated

 1998 Long-Term Incentive Plan as Amended and Restated

No person is authorized to give any  information  or to make any  representation
not contained in this Prospectus in connection with the offer contained  herein,
and if given or made, such  information or  representation  not contained herein
must  not be  relied  upon  as  having  been  authorized  by the  company.  This
Prospectus does not constitute an offer of stock in any jurisdiction  where such
offer would be unlawful.  The delivery of this  Prospectus  at any time does not
imply that the  information  herein is correct as of any time  subsequent to its
date.                                                                           

TABLE OF CONTENTS                                                               
                                                                Page

Available Information............................................        2      
The 1985 Plan....................................................        3      
Eligibility..................................................        4  
Administration...............................................        4  
Stock Option Grants .........................................        4  
Terms and Provisions of Stock Options .......................        5  
Exercise of Stock Options and Disposition of Shares.........         6  
Miscellaneous Provisions ....................................        7  
The 1998 Plan....................................................        8      
Administration..............................................        8 
General.....................................................        9 
Automatic Stock Options.....................................        9 
Discretionary Stock Options.................................       10 
Amendments and Termination..................................       10 
Certain Federal Income Tax Consequences .........................       11      
Outstanding Options..............................................       12      
Certain Selling Securityholders..................................       13      
Legal Opinion....................................................       15      
Documents Incorporated By Reference .............................       15      

Amended Prospectus dated May 25, 2005                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		10/22/08		8
Filed as of:		5/26/05							4,  8-K
Filed on:		5/25/05		2		16			4,  8-K,  DEF 14A
		3/31/05		15					10-Q
		2/16/05		15					4,  8-K
		1/28/05		15					8-K
		1/24/05		15					8-K
		1/1/05		3
		12/31/04		15					10-K,  11-K
		5/9/01		8					DEF 14A,  S-8
		2/2/01		8					SC 13G
		2/24/99		8
		10/23/98		8
		1/1/95		3
		7/30/92		3
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