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)                                  March 11, 2008 (March 6, 2008)
                                            ------------------------------------

                               L.B. Foster Company
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             (Exact name of registrant as specified in its charter)


        Pennsylvania               000-10436                    25-1324733
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(State or other jurisdiction      (Commission                (I.R.S. Employer
    of incorporation)             File Number)              Identification No.)


 415 Holiday Drive, Pittsburgh, Pennsylvania                       15220
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  (Address of principal executive offices)                       (Zip Code)


 Registrant's telephone number, including area code     412-928-3417
                                                        ------------------------

                                      None
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         (Former name or former address, if changed since last report.)


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):


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

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

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

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


Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 6, 2008,  Henry J.  Massman IV and John W. Puth each stated that he
would  not  stand  for  reelection  as a  director  of  the  Registrant  at  the
Registrant's May 28, 2008 shareholders' meeting.

Mr. Puth,  age 78, has been a director of Registrant  since 1977 and has decided
to retire.

Mr.  Massman,  age 45, has been a director of the  Registrant  since  1998.  Mr.
Massman has concluded that he is unable to continue devoting  sufficient time to
being a director of a publicly traded corporation in light of his other business
interests.




                                   SIGNATURES

     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.



                                          L.B. FOSTER COMPANY
                                          -------------------
                                          (Registrant)


Date:  March 11, 2008
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                                          /s/ David J. Russo
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                                          David J. Russo
                                          Senior Vice President
                                          Chief Financial Officer and Treasurer