SECURITIES AND EXCHANGE COMMISSION
450 5th Street
Judiciary Plaza
Washington, DC  20549

Dear Sir:

L.B. Foster Company hereby files an amended Prospectus for shares
offered under its 1985 Long-Term Incentive Plan.  The shares were initially
registered under Registration Statement No. 33-79450.

Very truly yours,

David L. Voltz


Registration Statement No.33-79450 Rule 424(b)(3)

- ---------------------------------
          PROSPECTUS
- ---------------------------------

      L. B. Foster Company

      Class A Common Stock
        ($.01 Par Value)

1,500,000 Shares Offered Under The

1985 LONG-TERM INCENTIVE PLAN AS
      AMENDED AND RESTATED


This Prospectus relates to the offer and sale of shares of Class A 
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. 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, as amended, with respect to such 
resales.  The Company will receive none of the proceeds from such 
resales.

The Class A Common Stock is traded in the over-the-counter market and 
is reported in the National NASDAQ System (Symbol: FSTRA). The 
Company's executive offices are located at 415 Holiday Drive, 
Pittsburgh, Pennsylvania 15220 and its telephone number is 
(412) 928-3431.



THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON 
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY 
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


The date of this Prospectus is January 29, 1997.

AVAILABLE INFORMATION

L. B. Foster Company (the "Company") is subject to the informational 
requirements of the Securities Exchange Act of 1934, as amended, 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. 
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 L. B. 
Foster Company 1985 Long-Term Incentive Plan as Amended and Restated 
and its administrators may be obtained by contacting David L. Voltz, 
Secretary of the Company, whose address and telephone number are set 
forth below.  

If a copy of the Company's annual report to stockholders 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 Plan will receive copies of all 
reports, proxy statements and other communications distributed to 
stockholders of the Company.
 

THE 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. Finally, 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 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.  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 "Plan".

The Plan will expire January 1, 2005 unless earlier terminated by the 
Board of Directors;  however, options and stock appreciation rights 
granted prior to the expiration of the Plan will remain in effect in 
accordance with their terms.

The purpose of the Plan is 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.

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

Administration and Eligibility

The Plan authorizes the granting of stock options and stock 
appreciation rights ("SARs") 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 and SARs may also be granted to 
directors of the Company and its subsidiaries who are not employees of 
the Company or a  subsidiary.  Employees must be in grade level 15 or 
above or otherwise selected for participation. As of the date of this 
Prospectus there were 44 participants in the Plan.

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 is authorized, in its discretion but within 
the parameters set forth in the Plan, to determine those officers, 
employees and directors who shall receive awards, the type of award to 
be made, the number of shares to be optioned and the time or 
times when awards shall be made, to grant such awards, and to interpret 
the terms and provisions thereof.  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 and Richard L. Shaw, 4301 Dutch Ridge 
Road, Beaver, PA  15009-0280. 

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 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 and SARs, 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 determined by the Board of Directors, whose determination 
shall be binding on all persons. Shares of stock subject to an option 
which for any reason is canceled or terminated without having been 
exercised in full (except for shares subject to an option canceled upon 
the exercise of a related SAR) are again available for awards under the 
Plan.                          

INCENTIVE STOCK OPTIONS. Eligible employees of the Company and its 
subsidiaries may be granted "incentive stock options" within the 
meaning of Section 422 of the Internal Revenue Code of 1986, as amended 
("ISOs"). The aggregate fair market value (determined at the time the 
option is granted) of the stock with respect to which ISOs are 
exercisable for the first time by an optionee during any calendar year, 
under all plans of the optionee's employer corporation and its parent 
and subsidiary corporations, cannot exceed $100,000. No ISO may be 
granted to any employee who, at the time of grant, owns stock 
possessing more than 10% of the total combined voting power of all 
classes of stock of the Company or any subsidiary. In addition, no ISO 
may be exercisable more than three months after termination of the 
optionee's employment with the Company or with a parent or subsidiary 
corporation of the Company, except that when such employment is 
terminated because of permanent and total disability within the meaning 
of Section 22(e)(3) of the Internal Revenue Code of 1986 ("Permanent 
Disability") or death, such period may be one year. As of the date of 
this Prospectus, no ISOs had been granted under the Plan.

NONQUALIFIED STOCK OPTIONS. The Plan also authorizes the grant of stock 
options which do not qualify as ISOs ("Nonqualified Stock Options"). 
Such options may be granted to eligible employees of the Company and 
its subsidiaries as well as to non-employee officers and directors of 
the Company and its subsidiaries.

Terms and Provisions of Stock Options

The terms and provisions of stock options granted under the Plan are 
determined by the Committee, provided that (a) the exercise price must 
be not less than the higher of (i) 100% of the fair market value (as 
defined) of the stock at the date of grant or (ii) the average of the 
fair market value of the stock for the 30 consecutive trading days 
commencing 45 trading days before the date of grant, as determined by 
the Committee, (b) the option must expire no later than ten years from 
the date of grant, and (c) options intended as ISOs must comply with 
the applicable requirements as set forth in "Incentive Stock Options" 
above. The terms and provisions of option grants need not be uniform. 
Unless otherwise provided in the stock option agreement, (a) such 
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 him will immediately terminate and may not thereafter 
be exercised; provided, however, that if his service terminates more 
than four years after the grant of the option and if his service is not 
terminated for "cause",  he 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 he 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, his right to reestablish his service is guaranteed by 
statute or by contract; absent such statute or contract, his 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 or SAR 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 Plan, as the Committee shall 
approve. The terms and provisions of such agreements need not be 
uniform. Each optionee should therefore refer to his own stock option 
agreement for the terms and provisions of his 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 payment in 
full of the exercise price in cash or by certified or cashier's check.

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 his 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 him.

Stock Appreciation Rights

AWARDS OF SARs. At any time prior to six months before an option's 
expiration date, the Committee may award to the optionee an SAR related 
to the option, which represents the right to receive payment of an 
amount not greater than the amount, if any, by which the fair market 
value (as defined) of the optioned stock on the trading day immediately 
preceding the date of exercise of the SAR exceeds the exercise price of 
the option. SARs are evidenced by either the stock option agreement or 
a separate agreement with the Company.

EXERCISE OF SARs. An SAR is exercisable only at the same time, to the 
same extent and subject to the same conditions as the option related 
thereto is exercisable, except that (a) the Committee may prescribe 
additional conditions and limitations on the exercise of any SAR, 
including a maximum appreciation value, (b) an SAR may be exercised 
only when the fair market value (as defined) of the stock subject to 
the related option exceeds the exercise price of the option and (c) an 
SAR is not exercisable during the first six months of its term except 
in the event of death or Permanent Disability of the optionee prior to 
the expiration of such six-month period. An SAR is exercisable only by 
written notice to the Company, except that all SARs are automatically 
exercised on the last trading day prior to the expiration of the 
related option (so long as the fair market of the optioned stock at the 
time of exercise exceeds the exercise price of the option) unless prior 
to such day the optionee instructs the Company otherwise in writing. 
The exercise of an SAR cancels the related option.

PAYMENT. Payment of the amount to which an optionee is entitled upon 
the exercise of his SAR will be made in cash, Company stock or any 
combination thereof, as the Committee determines at the time of the 
award. The Company stock will be valued at its fair market value, as 
determined by the Committee. When in the judgment of counsel to the 
Company an optionee is subject to Section 16 of the Securities Exchange 
Act of 1934, as amended, with respect to any equity securities of the 
Company, any election by such optionee to receive cash in whole or in 
part upon the exercise of his SAR can be made only during the period 
beginning on the third business day following the date of release by 
the Company for publication of any quarterly or annual summary 
statement of its sales and earnings and ending on the twelfth business 
day following such date of release, and if the Committee has not 
determined the form of payment,  any election to exercise the SAR in 
whole or in part for cash is subject to the subsequent approval or 
disapproval thereof by the Committee in its sole discretion. 

EXPIRATION. Each SAR will expire on the date determined by the 
Committee at the time of award, or, if later, upon the termination of 
the related option.

Miscellaneous Provisions

NONTRANSFERABILITY. No stock option or SAR awarded under the 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 and SARs are exercisable during the 
optionee's lifetime only by him or his legal representative.

STOCKHOLDER RIGHTS. An optionee has no rights as a stockholder with 
respect to any stock covered by his option until the issuance to him of 
a stock certificate representing such stock.

NO RIGHT TO EMPLOYMENT. Neither the establishment of the Plan nor any 
action taken by the Company, the Board, or the Committee under the 
Plan, nor any provision of the 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 stockholders 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 and SARs 
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 and SARs immediately exercisable or (b) arrange to 
have the surviving corporation grant to the optionees replacement 
options and SARs on terms which the Board determines to be fair and 
reasonable.

AMENDMENTS. The Board may at any time amend the 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 stockholders of the Company (a) increase the 
maximum number of shares of common stock available under the Plan 
(subject to adjustment as explained above), (b) reduce the exercise 
price of options below the prices provided for in the Plan, (c) extend 
the time within which options or SARs may be granted, (d) extend the 
period of an outstanding option beyond ten years from the date of grant 
or (e) change the designation of the persons or classes of persons 
eligible to receive awards under the Plan. No amendment shall adversely 
affect the right of any optionee under any award theretofore granted to 
him except upon his written consent to such amendment. Amendments 
requiring the approval of stockholders may be effected by the Board 
subject to such approval.

FEDERAL INCOME TAX CONSEQUENCES

Under the Internal Revenue Code of 1986 as currently in effect, there 
is no taxable income to an optionee when an ISO is granted to him or 
when the ISO is exercised. The excess, however, of the fair market 
value of the underlying shares on the date of exercise over the option 
exercise price will be taken into account as an adjustment in 
determining whether the optionee is subject to the alternative minimum 
tax for the year of exercise. Any such adjustment, however, may be 
added to the optionee's tax basis for future alternative minimum tax 
purposes. If the optionee does not dispose of the shares within one 
year of the date on which the shares are transferred to him nor within 
two years of the date of option grant, any gain realized upon the 
disposition will be taxable as long-term capital gain. However, if the 
optionee does not satisfy the applicable holding period, the excess of 
the fair market value of the shares on the date of exercise over the 
option exercise price (but not exceeding the amount by which the sale 
price of the shares exceeds the option exercise price) will be taxable 
as ordinary income for the year in which the shares are disposed of. 
There is no taxable income to a participant when an SAR or a Non-
qualified stock option is granted to him, however, upon the exercise of 
an SAR or a Nonqualified Stock 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 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.

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 personal 
financial situation, optionees are urged to consult their personal tax 
advisors before exercising their options or SARs or reselling shares 
acquired under the Plan. Optionees should also consult their personal 
tax advisors as to the state, local and federal estate tax consequences 
of such transactions.

OUTSTANDING OPTIONS

The following table sets forth information concerning the stock options 
outstanding at the date of this Prospectus.
              Per Share           Expiration       Percent
Grant Date      ExercisePrice          Date(1)        Vested
                                                  
2/6/87              $3.00               2/6/97          100
12/11/87             3.00             12/11/97          100
6/21/88              3.31              6/21/98          100
1/19/89              3.31              1/19/99          100
6/20/89              3.31              6/20/99          100
12/29/89             3.31             12/29/99          100	
5/8/90               3.31               5/8/00          100	
11/13/90             3.22             11/13/00          100
7/30/92              2.63              7/29/02          100
12/15/93             3.82             12/15/03           75
7/22/94              3.56              7/22/04           50
12/14/94             3.42             12/14/04           50
4/28/95              3.70              4/28/05           25
5/8/96               4.125             55/8/06          100		


(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.

The foregoing options are subject to termination upon certain events, 
as set forth in the stock option agreements.


As of the date of this Prospectus, no SARs had been granted under the 
Plan and options for 383,750 shares had been exercised.

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 Plan. Shares of Class A Common Stock acquired 
by such officers and directors under the Plan, through the exercise of 
their options or the exercise of any related SARs,  may be resold 
by them using this Prospectus.
                                                  Class A    Class A
                                                      Common     Common
                                                      Shares     Shares
Name                   Position With The Company      Owned    Optioned
                                                              
William S. Cook,Jr.    Vice President - Strategic        -        25,000
                       Planning and Acquisitions
	 
Paul V. Dean               Vice President                -        25,000
                           Piling Products

Samuel K. Fisher           Vice President              1,060       7,000
                            Relay Rail

Lee B. Foster II	    Director,President and Chief     32,426     150,000
                          Executive Officer	

Dean A. Frenz           Senior Vice President          1,038      50,000
                            Rail Products

Stan L. Hasselbusch     Senior Vice President            -        50,000
                     Construction & Tubular Products

David L. Minor              Treasurer                  3,289      15,000

Roger F. Nejes     Senior Vice President-Finance and      -       50,000
               Administration and Chief Financial Officer

Henry M. Ortwein, Jr.     Vice President                  -       25,000
                        Rail Manufacturing

John W. Puth                Director                  20,000      35,000

William H. Rackoff          Director                      -       10,000

John L. Rice             Vice President                   -       25,000
                       Rail Distribution

Richard L. Shaw            Director                       -       25,000

Robert W. Sigle         Vice President                    -       15,000
                       Tubular Products

Linda M. Terpenning     Vice President                 1,857      25,000
                        Human Resources

David L. Voltz     Vice President,General Counsel         -       25,000
                         and Secretary	

Donald F. Vukmanic         Controller                  3,619      15,000

James W. Wilcock      Chairman of the Board              500     100,000



DESCRIPTION OF CAPITAL STOCK


Class A Common Stock

The Company is authorized to issue up to 20,000,000 shares of Class A 
Common Stock, par value $.01 per share, of which 10,097,738 were 
outstanding at the date of this Prospectus. All shares of Class A 
Common Stock currently outstanding are fully paid and nonassessable. 
The Class A Common Stock is traded in the over-the-counter market and 
is reported in the National NASDAQ system (Symbol: FSTRA). American 
Stock Transfer & Trust Company, New York,  New York, is the transfer 
agent and registrar for the Class A Common Stock.

The Class A Common Stock has no preemptive rights and no redemption, 
sinking fund or conversion provisions. All shares have one vote on any 
matter submitted to the vote of stockholders, equal dividend rights 
along with shares of Class B Common Stock, and equal rights along with 
shares of Class B Common Stock in the assets of the Company available 
for distribution to holders of Common Stock upon liquidation. The Class 
A Common Stock does not have cumulative voting rights. Holders are 
entitled to receive dividends when and as declared by the Board of 
Directors of the Company out of funds legally available therefor.

Class B Common Stock

The Company is authorized to issue up to 1,391,000 shares of Class B 
Common Stock, par value $.01 per share, none of which was outstanding 
at the date of this Prospectus.

The Class B Common Stock is identical to the Class A Common Stock in 
all respects except with respect to voting and conversion rights. The 
holders of Class B Common Stock are not generally entitled to vote, but 
are entitled to one vote per share (voting together as a class with 
shares of the Class A Common Stock) on any consolidation, merger, 
dissolution, liquidation or sale of assets to be voted on by the 
stockholders of the Company. Shares of Class B Common Stock are 
convertible at any time and from time to time into an equal number of 
shares of Class A Common Stock; provided that no holder of Class B 
Common Stock shall be entitled to convert any shares of Class B Common 
Stock to the extent, as a result of such conversion, such holder and 
its affiliates, directly or indirectly, would own, control or have 
power to vote a greater quantity of securities of any kind issued by 
the Company than such holder and its affiliates shall be permitted to 
own, control or have power to vote under any law or under any 
regulation, rule or other requirement of any governmental authority at 
any time applicable to such holder or its affiliates.

Special Provisions

The Company's Restated Certificate of Incorporation, as amended, 
contains a provision that no director of the Company shall be 
personally liable to the Company or its stockholders for monetary 
damages for breach of fiduciary duty as a director, provided that such 
provision shall not eliminate liability (i) for any breach of the duty 
of loyalty to the Company and its stockholders, (ii) for acts or 

omissions not in good faith or which involve intentional misconduct or 
a knowing violation of law, (iii) under Section 174 of the General 
Corporation Law of Delaware ("GCL") or (iv) for any transaction from 
which the director derived an improper personal benefit. If the GCL is 
amended hereafter to authorize the further elimination or limitation of 
the liability of directors, then the liability of a director shall be 
eliminated or limited to the fullest extent authorized by the GCL, as 
so amended. The Company's By-laws contain a provision that the Company 
shall, to the fullest extent permitted by Delaware law, indemnify its 
officers and directors in connection with any actual or threatened 
action, suit or proceeding arising out their service to the Company. 
Insofar as such indemnification provision covers liabilities of 
officers and directors arising under the Securities Act of 1933, the 
Company has been informed that in the opinion of the Securities and 
Exchange Commission such indemnification is against public policy as 
expressed in the Act and is therefore unenforceable.

Restriction on Payment of Dividends

Pursuant to restrictions in a loan agreement between the Company and 
various banks, dividends on common stock may only be paid so long as 
the amount of such dividends does not exceed 25% of the Company's 
consolidated net income (determined from the period commencing January 
1, 1995) in excess of $1,300,000. At September 30, 1996, $3,181,000 was 
available for future dividends on common stock. 


LEGAL OPINION

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


DOCUMENTS INCORPORATED HEREIN BY REFERENCE

The Company's Annual Report on Form I0-K for the year ended December 
31, 1995 and its Quarterly Reports on Form 10-Q for the quarters ended 
March 31, June 30 and September 30, 1996, 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.

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

Available Information...........................2
The Plan........................................3
    Administration and Eligibility..............3
    Stock Option Grants.........................4
    Terms and Provisions of Stock Options.......5
    Exercise of Stock Options and Disposition
        of Shares...............................6
    Stock Appreciation Rights...................6
    Miscellaneous Provisions....................7
Federal Income Tax Consequences.................8
Outstanding Options.............................9
Certain Selling Securityholders................10
Description of Capital Stock...................11
    Class A Common Stock.......................11
    Class B Common Stock.......................11
    Special Provisions.........................11
    Restriction on Payment of Dividends........12
Legal Opinion..................................12
Documents Incorporated Herein By Reference.....12


   L.B. FOSTER COMPANY
1985 LONG-TERM INCENTIVE 
   PLAN AS AMENDED AND
        RESTATED

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       PROSPECTUS
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JANUARY 29, 1997