SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-A/A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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


              Pennsylvania                              25-1324733
              ----------------------------------------------------
         (State of incorporation             (IRS Employer Identification No.)
         or organization)


        415 Holiday Drive, Pittsburgh, PA                       15220
        -------------------------------------------------------------
        (Address of principal executive offices)             (Zip code)



Securities to be registered pursuant to Section 12(b) of the Act:

                                      None


If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box [ ].

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  at  and  is  effective  pursuant  to  General
Instruction A.(d), check the following box [ ].

Securities Act registration statement file number to which this form relates:

                                 Not Applicable


Securities to be registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value per share
                     --------------------------------------
                                (Title of Class)



ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
- -----------------------------------------------------------------
     The capital stock registered is Common Stock, par value $.01 per share. The
holders of Common  Stock are entitled to one vote per share on all matters to be
voted  upon by the  shareholders,  and  there  is no  cumulative  voting  in the
election of  directors.  There are no  preemptive  rights  upon the  issuance of
additional  shares nor any sinking fund,  redemption  or conversion  provisions.
Holders of the  Common  Stock are  entitled  to  receive  dividends  when and as
declared  by the  Board  of  Directors  out of funds  or  other  assets  legally
available therefor. Upon dissolution of the Company, the holders of Common Stock
will be entitled to a ratable  portion of any assets  remaining after payment of
all priority claims.

     Under  Pennsylvania  law,  the articles of  incorporation  or bylaws of the
Company  may be amended  to modify the rights of holders of the Common  Stock by
the  affirmative  vote of a majority of the votes actually cast on the amendment
at a meeting of shareholders at which a quorum is present.

     Preferred Stock. The articles of incorporation of the Company authorize the
Board of Directors to issue up to 5,000,000 shares of preferred stock in classes
or series and to  determine  for any such  class or series  its  voting  rights,
preferences, limitations and any special rights. Such action may be taken by the
Board at any time and  without  shareholder  approval.  Thus,  the Board has the
power to issue shares of preferred stock having  dividend,  voting or conversion
rights  that  could  discourage  or deter a future  unsolicited  attempt to gain
control of the Company or to acquire substantial ownership of its stock, even if
the terms of the  unsolicited  transaction  might prove  advantageous to some or
many of the  shareholders.  However,  the  Company's  shareholder  rights  plan,
referred to below, has similar antitakeover effects.

     Shareholder Rights Plan. Pursuant to the Company's shareholder rights plan,
there are attached to each Common Stock  certificate a number of Rights equal to
the number of shares of Common Stock evidenced by such  certificate.  The Rights
are described in the Company's Registration Statement on Form 8-A, dated May 20,
1997, filed with the Securities and Exchange Commission ("Commission") under the
Securities  Exchange Act of 1934, as amended ("Exchange Act"). Such registration
statement, as may be amended, is incorporated herein by reference.



ITEM 2.  EXHIBITS.

     The  following  exhibits  are  filed as part of this  amended  registration
statement:

    4A    Rights  Agreement,  dated as of May 15, 1997,  between the Company and
          American Stock Transfer & Trust Company,  including the form of Rights
          Certificate and the Summary of Rights  attached  thereto as Exhibits A
          and  B,  respectively,   filed  as  Exhibit  4A  to  Exhibit  99A  and
          incorporated herein by reference.

    4A.1  Amendment  dated as of May 14,  1998 to Exhibit  4A,  filed as Exhibit
          4.0.1  to  Form  10-Q  for  the  quarter   ended  June  30,  1998  and
          incorporated herein by reference.

    99A   Registration Statement on Form 8-A, dated May 20, 1997, describing the
          Rights  referred  to in Item 1,  filed with the  Commission  under the
          Exchange Act and incorporated herein by reference.


                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this amended  registration  statement to
be signed on its behalf by the undersigned, thereto duly authorized.



Date: August 25, 1998                                L.B. FOSTER COMPANY
                                                         (Registrant)


                                                     By: /s/ David L. Voltz
                                                     ----------------------
                                                           David L. Voltz
                                                           Vice President