<PAGE>   1

        As filed with the Securities and Exchange Commission on April 30, 1996


                                                      Registration No. ________

=============================================================================== 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                      ----

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                                      ----


                         WESTINGHOUSE AIR BRAKE COMPANY
               (Exact name of issuer as specified in its charter)


                         DELAWARE                           25-1615902
           (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)             Identification No.)

                1001 AIR BRAKE AVENUE
              WILMERDING, PENNSYLVANIA                      15148-0001
       (Address of Principal Executive Offices)             (Zip Code)


             1995 NON-EMPLOYEE DIRECTORS' FEE AND STOCK OPTION PLAN
                            (Full title of the plan)

                                      ----

                              ALVARO GARCIA-TUNON
                                 VICE PRESIDENT
                         WESTINGHOUSE AIR BRAKE COMPANY
                             1001 AIR BRAKE AVENUE
                      WILMERDING, PENNSYLVANIA 15148-0001
                    (Name and address of agent for service)

                                 (412) 825-1000
         (Telephone number, including area code, of agent for service)

                                      ----

<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE

================================================================================================
 TITLE OF                                         PROPOSED           PROPOSED
SECURITIES                      AMOUNT            MAXIMUM            MAXIMUM          AMOUNT OF
  TO BE                         TO BE          OFFERING PRICE       AGGREGATE       REGISTRATION
REGISTERED                    REGISTERED          PER SHARE       OFFERING PRICE        FEE
- ------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>            <C>                    <C>
Common Stock, par value
$.01 per share              4,000 shares          $9.1875*        $36,750*
                           20,000 shares         $14.00          $280,000
                           76,000 shares         $12.75  **      $969,000**
                          --------------                         ----------
                          100,000 shares                         $1,295,750             $444
================================================================================================
</TABLE>
 *Based on the average of the high and low sales prices of the Common Stock 
  as reported on the New York Stock Exchange Composite transactions listing
  for November 2, 1995 as quoted in The Wall Street Journal.

**Estimated solely for the purpose of calculating the registration fee.  
  Pursuant to Rules 457(h) and (c), the proposed maximum aggregate offering
  price for these shares which may be issued under the 1995 Non-employee
  Directors' Fee and Stock Option Plan is based on the average of the high and
  low sales prices of the Common Stock as reported on the New York Stock
  Exchange Composite transaction listing for April 25, 1996 as quoted in
  The Wall Street Journal.
<PAGE>   2

                                    PART II

                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by the Company with the Securities and
Exchange Commission (File No. 1-13782) are incorporated in this Registration
Statement by reference and made a part of this Registration Statement:

                (a)  The Company's latest annual report on Form 10-K filed
        pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
        amended (the "1934 Act");

                (b)  All other reports filed by the Company pursuant to Section
        13(a) of the 1934 Act since the end of the fiscal year covered by the
        annual report on Form 10-K referred to above; and

                (c)  the description of the Company's Common Stock set forth in
        the Company's Form 8-A filed May 19, 1995 and any description of the
        Common Stock which is contained in a later registration statement filed
        by the Company pursuant to the 1934 Act, including any amendment or
        report filed for the purpose of updating such descriptions.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this Registration Statement modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        1.    Section 145 of the Delaware General Corporation Law ("DGCL").
Section 145 of the DGCL provides that a corporation may indemnify any person 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or

<PAGE>   3

investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        Section 145 also provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

        To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

        Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that the indemnification of the director, officer, employee or agent is proper
in the circumstances because such person has met the applicable standard of
conduct set forth above.  Such determination shall be made:

                (1)  By a majority vote of the directors who were not parties to
        such action, suit or proceeding, even though less than a quorum; or

                (2)  if there are no such directors, or, if such directors so
        direct, by independent legal counsel in a written opinion; or

                (3)  by the stockholders.

        Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the power
to indemnify such person against such liability.


                                      -2-
<PAGE>   4


        2.  Section 102(b)(7) of the DGCL.  Section 102(b)(7) of the DGCL
provides that a corporation may set forth in its Certificate of Incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or 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 DGCL regarding the unlawful payment of dividends
or approval of unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.  No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective
(in the case of the Company, October 19, 1989).  As noted in paragraph 3 below,
the Company's Amended and Restated Certificate of Incorporation (the "Company
Charter") includes a provision contemplated by Section 102(b)(7) of the DGCL.

        3.  Certificate of Incorporation Provision on Liability of Directors.
The Company Charter eliminates the liability of its directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL.  The Company Charter provides
that the Company's directors shall not be personally liable to the Company or
its stockholders for monetary damages for breach of their fiduciary duty as
directors, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transactions
from which a director derived an improper personal benefit.  This provision does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of nonmonetary relief are available
under Delaware law.

        4.  Indemnification Agreements.  The Company intends to enter into
Indemnification Agreements (the "Indemnification Agreements") with its
directors, officers and certain employees, agents, fiduciaries and designees
(each an "Authorized Representative").  The Indemnification Agreements authorize
the Company to pay all or part of certain expenses and liabilities of the
Authorized Representatives, either in advance or otherwise, upon written request
from such Authorized Representatives.  The Indemnification Agreements indemnify
the Authorized Representatives in accordance with and to the maximum extent
permitted by the Company Charter and Sections 102(b)(7) and 145 of the DGCL, all
as described in the immediately preceding paragraphs.

        5.  Director and Officer Liability Insurance.  The Company maintains
director and officer liability insurance covering its directors and officers
with respect to certain liabilities which they may incur in connection with
their serving as such.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


                                      -3-
<PAGE>   5

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
      Exhibit
        No.
      -------
      <S>        <C>
        4.1      Restated Certificate of Incorporation of
                 the Company dated January 30, 1995, as
                 amended March 30, 1995, incorporated
                 herein by reference to the Company's
                 Registration Statement on Form S-1
                 (Registration No. 33-90866).

        4.2      Bylaws of the Company, as adopted effective 
                 January 31, 1995, incorporated herein by
                 reference to the Company's Registration
                 Statement on Form S-1 (Registration
                 No. 33-90866).

        5.1      Opinion of Reed Smith Shaw & McClay as to the 
                 legality of the Common Stock, filed herewith.

       23.1      Consent of Reed Smith Shaw & McClay
                 (included in Exhibit 5.1 filed herewith).

       23.2      Consent of Arthur Andersen LLP, filed herewith.

       24.1      Power of Attorney, contained on the
                 signature page to this Registration Statement.
</TABLE>


ITEM 9.  UNDERTAKINGS.

        (a)   Rule 415 offering.

              The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are 
              being made, a post-effective amendment to this registration 
              statement:

              (i)    To include any prospectus required by section
                     10(a)(3) of the Securities Act of 1933;

              (ii)   To reflect in the prospectus any facts or events arising 
                     after the effective date of the registration statement 
                     (or the most recent post-effective amendment thereof) 
                     which, individually or in the aggregate, represent a 
                     fundamental change in the information set forth in the
                     registration statement;

              (iii)  To include any material information with respect to the 
                     plan of distribution not previously disclosed in the 
                     registration statement or any material change to such 
                     information in the registration statement;

              Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
              if the registration statement is on Form S-3 or Form S-8, and the
              information required to be included in a post-effective amendment
              by those paragraphs is contained in periodic reports filed by the
              registrant pursuant to section 13 or section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by reference
              in the registration statement;

              (2)  That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof; and


                                      -4-
<PAGE>   6
                (3)  To remove from registration by means of a post-effective 
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

        (b)   Filings incorporating subsequent Exchange Act Documents by 
Reference.

        The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) 
of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

        Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.


                                      -5-
<PAGE>   7
                                   SIGNATURES

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE 
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN WILMERDING, PENNSYLVANIA, ON THE 29TH DAY OF APRIL, 1996.


                                WESTINGHOUSE AIR BRAKE COMPANY


                                BY  /s/ William E. Kassling
                                    ------------------------------------------
                                    WILLIAM E. KASSLING, CHAIRMAN OF THE BOARD,
                                    PRESIDENT AND CHIEF EXECUTIVE OFFICER


                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints William E. Kassling and Robert J. 
Brooks, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by
virtue thereof.


                                      -6-
<PAGE>   8
        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS 
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 29TH DAY OF APRIL, 1996.


<TABLE>
<CAPTION>
                       Name                                      Title
                       ----                                      -----
<S>                                                    <C>
/s/ William E. Kassling        ......  Chairman of the Board, President
- ------------------------------          and Chief Executive Officer
    William E. Kassling

/s/ Robert J. Brooks           .........  Chief Financial and
- ------------------------------             Accounting Officer and Director
    Robert J. Brooks

/s/ James C. Huntington        ......  Director
- ------------------------------
    James C. Huntington

/s/ Mikael Lilius              ............  Director
- ------------------------------
    Mikael Lilius

/s/ Emilio A. Fernandez        ......  Director
- ------------------------------
    Emilio A. Fernandez

/s/ James V. Napier            ..........  Director
- ------------------------------
    James V. Napier

/s/ James P. Kelley            ..........  Director
- ------------------------------
    James P. Kelley
</TABLE>


                                      -7-
<PAGE>   9
                         WESTINGHOUSE AIR BRAKE COMPANY

             1995 NON-EMPLOYEE DIRECTORS' FEE AND STOCK OPTION PLAN

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

                             REGISTRATION STATEMENT
                                  ON FORM S-8

                                 Exhibit Index
                                 -------------
<TABLE>
<CAPTION>
Exhibit                                                           Sequential
  No.                          Document                              Page
- -------  ----------------------------------------------------     ----------
<S>     <C>                                                         <C>
 4.1     Restated Certificate of Incorporation of the Company 
         dated January 30, 1995, as amended March 30, 1995,
         incorporated herein by reference to the Company's
         Registration Statement on Form S-1 (Registration
         No. 33-90866).                                               --

 4.2     Bylaws of the Company, as adopted effective January 31,
         1995, incorporated herein by reference to the Company's
         Registration Statement on Form S-1 (Registration
         No. 33-90866).                                               --

 5.1     Opinion of Reed Smith Shaw & McClay, as to
         the legality of the Common Stock, filed
         herewith.                                                    10

23.1     Consent of Reed Smith Shaw & McClay (included
         in Exhibit 5.1 filed herewith).                              -- 

23.2     Consent of Arthur Andersen LLP, independent
         accountants, filed herewith.                                 12

24.1     Power of Attorney, contained on the signature
         page to this Registration Statement.                         --
 </TABLE>
[{"type": "S-8", "sequence": "1", "description": "WABCO S-8", "secsgml_size_bytes": 24866}]
{"company-data": {"conformed-name": "WESTINGHOUSE AIR BRAKE CO /DE/", "cik": "0000943452", "assigned-sic": "3743", "irs-number": "251615902", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02979", "film-number": "96553539"}, "business-address": {"street1": "1001 AIR BRAKE AVE", "city": "WILMERDING", "state": "PA", "zip": "15148", "phone": "4128251000"}, "mail-address": {"street1": "1001 AIR BRAKE AVE", "city": "WILMERDING", "state": "PA", "zip": "15148"}}
1

        As filed with the Securities and Exchange Commission on April 30, 1996

                                                      Registration No. ________

=============================================================================== 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                      ----

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

                                      ----

                         WESTINGHOUSE AIR BRAKE COMPANY
               (Exact name of issuer as specified in its charter)

                         DELAWARE                           25-1615902
           (State or other jurisdiction of              (I.R.S. Employer
            incorporation or organization)             Identification No.)

                1001 AIR BRAKE AVENUE
              WILMERDING, PENNSYLVANIA                      15148-0001
       (Address of Principal Executive Offices)             (Zip Code)

             1995 NON-EMPLOYEE DIRECTORS' FEE AND STOCK OPTION PLAN
                            (Full title of the plan)

                                      ----

                              ALVARO GARCIA-TUNON
                                 VICE PRESIDENT
                         WESTINGHOUSE AIR BRAKE COMPANY
                             1001 AIR BRAKE AVENUE
                      WILMERDING, PENNSYLVANIA 15148-0001
                    (Name and address of agent for service)

                                 (412) 825-1000
         (Telephone number, including area code, of agent for service)

                                      ----
CALCULATION OF REGISTRATION FEE

================================================================================================
 TITLE OF                                         PROPOSED           PROPOSED
SECURITIES                      AMOUNT            MAXIMUM            MAXIMUM          AMOUNT OF
  TO BE                         TO BE          OFFERING PRICE       AGGREGATE       REGISTRATION
REGISTERED                    REGISTERED          PER SHARE       OFFERING PRICE        FEE
- ------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share              4,000 shares          $9.1875*        $36,750*
                           20,000 shares         $14.00          $280,000
                           76,000 shares         $12.75  **      $969,000**
                          --------------                         ----------
                          100,000 shares                         $1,295,750             $444
================================================================================================
*Based on the average of the high and low sales prices of the Common Stock 
  as reported on the New York Stock Exchange Composite transactions listing
  for November 2, 1995 as quoted in The Wall Street Journal.

**Estimated solely for the purpose of calculating the registration fee.  
  Pursuant to Rules 457(h) and (c), the proposed maximum aggregate offering
  price for these shares which may be issued under the 1995 Non-employee
  Directors' Fee and Stock Option Plan is based on the average of the high and
  low sales prices of the Common Stock as reported on the New York Stock
  Exchange Composite transaction listing for April 25, 1996 as quoted in
  The Wall Street Journal.
2

                                    PART II

                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents filed by the Company with the Securities and
Exchange Commission (File No. 1-13782) are incorporated in this Registration
Statement by reference and made a part of this Registration Statement:

                (a)  The Company's latest annual report on Form 10-K filed
        pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
        amended (the "1934 Act");

                (b)  All other reports filed by the Company pursuant to Section
        13(a) of the 1934 Act since the end of the fiscal year covered by the
        annual report on Form 10-K referred to above; and

                (c)  the description of the Company's Common Stock set forth in
        the Company's Form 8-A filed May 19, 1995 and any description of the
        Common Stock which is contained in a later registration statement filed
        by the Company pursuant to the 1934 Act, including any amendment or
        report filed for the purpose of updating such descriptions.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
contemporaneously or subsequently filed document which also is or is deemed to
be incorporated by reference in this Registration Statement modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        1.    Section 145 of the Delaware General Corporation Law ("DGCL").
Section 145 of the DGCL provides that a corporation may indemnify any person 
who was or is a party or is threatened to be made a party to any threatened, 
pending or completed action, suit or proceeding, whether civil, criminal, 
administrative or
3

investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

        Section 145 also provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

        To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

        Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that the indemnification of the director, officer, employee or agent is proper
in the circumstances because such person has met the applicable standard of
conduct set forth above.  Such determination shall be made:

                (1)  By a majority vote of the directors who were not parties to
        such action, suit or proceeding, even though less than a quorum; or

                (2)  if there are no such directors, or, if such directors so
        direct, by independent legal counsel in a written opinion; or

                (3)  by the stockholders.

        Section 145 permits a Delaware business corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by him in any such capacity or arising
out of his status as such, whether or not the corporation would have the power
to indemnify such person against such liability.

                                      -2-
4

        2.  Section 102(b)(7) of the DGCL.  Section 102(b)(7) of the DGCL
provides that a corporation may set forth in its Certificate of Incorporation a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or 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 DGCL regarding the unlawful payment of dividends
or approval of unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.  No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring prior to the date when such provision becomes effective
(in the case of the Company, October 19, 1989).  As noted in paragraph 3 below,
the Company's Amended and Restated Certificate of Incorporation (the "Company
Charter") includes a provision contemplated by Section 102(b)(7) of the DGCL.

        3.  Certificate of Incorporation Provision on Liability of Directors.
The Company Charter eliminates the liability of its directors to the fullest
extent permitted by Section 102(b)(7) of the DGCL.  The Company Charter provides
that the Company's directors shall not be personally liable to the Company or
its stockholders for monetary damages for breach of their fiduciary duty as
directors, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transactions
from which a director derived an improper personal benefit.  This provision does
not eliminate the duty of care, and in appropriate circumstances equitable
remedies such as injunctive or other forms of nonmonetary relief are available
under Delaware law.

        4.  Indemnification Agreements.  The Company intends to enter into
Indemnification Agreements (the "Indemnification Agreements") with its
directors, officers and certain employees, agents, fiduciaries and designees
(each an "Authorized Representative").  The Indemnification Agreements authorize
the Company to pay all or part of certain expenses and liabilities of the
Authorized Representatives, either in advance or otherwise, upon written request
from such Authorized Representatives.  The Indemnification Agreements indemnify
the Authorized Representatives in accordance with and to the maximum extent
permitted by the Company Charter and Sections 102(b)(7) and 145 of the DGCL, all
as described in the immediately preceding paragraphs.

        5.  Director and Officer Liability Insurance.  The Company maintains
director and officer liability insurance covering its directors and officers
with respect to certain liabilities which they may incur in connection with
their serving as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

                                      -3-
5

ITEM 8.  EXHIBITS.
Exhibit
        No.
      -------
4.1      Restated Certificate of Incorporation of
                 the Company dated January 30, 1995, as
                 amended March 30, 1995, incorporated
                 herein by reference to the Company's
                 Registration Statement on Form S-1
                 (Registration No. 33-90866).

        4.2      Bylaws of the Company, as adopted effective 
                 January 31, 1995, incorporated herein by
                 reference to the Company's Registration
                 Statement on Form S-1 (Registration
                 No. 33-90866).

        5.1      Opinion of Reed Smith Shaw & McClay as to the 
                 legality of the Common Stock, filed herewith.

       23.1      Consent of Reed Smith Shaw & McClay
                 (included in Exhibit 5.1 filed herewith).

       23.2      Consent of Arthur Andersen LLP, filed herewith.

       24.1      Power of Attorney, contained on the
                 signature page to this Registration Statement.
ITEM 9.  UNDERTAKINGS.

        (a)   Rule 415 offering.

              The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are 
              being made, a post-effective amendment to this registration 
              statement:

              (i)    To include any prospectus required by section
                     10(a)(3) of the Securities Act of 1933;

              (ii)   To reflect in the prospectus any facts or events arising 
                     after the effective date of the registration statement 
                     (or the most recent post-effective amendment thereof) 
                     which, individually or in the aggregate, represent a 
                     fundamental change in the information set forth in the
                     registration statement;

              (iii)  To include any material information with respect to the 
                     plan of distribution not previously disclosed in the 
                     registration statement or any material change to such 
                     information in the registration statement;

              Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
              if the registration statement is on Form S-3 or Form S-8, and the
              information required to be included in a post-effective amendment
              by those paragraphs is contained in periodic reports filed by the
              registrant pursuant to section 13 or section 15(d) of the
              Securities Exchange Act of 1934 that are incorporated by reference
              in the registration statement;

              (2)  That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof; and

                                      -4-
6
                (3)  To remove from registration by means of a post-effective 
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

        (b)   Filings incorporating subsequent Exchange Act Documents by 
Reference.

        The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) 
of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

        Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "1933 Act") may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

                                      -5-
7
                                   SIGNATURES

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE 
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN WILMERDING, PENNSYLVANIA, ON THE 29TH DAY OF APRIL, 1996.

                                WESTINGHOUSE AIR BRAKE COMPANY

                                BY  /s/ William E. Kassling
                                    ------------------------------------------
                                    WILLIAM E. KASSLING, CHAIRMAN OF THE BOARD,
                                    PRESIDENT AND CHIEF EXECUTIVE OFFICER

                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints William E. Kassling and Robert J. 
Brooks, and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by
virtue thereof.

                                      -6-
8
        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS 
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 29TH DAY OF APRIL, 1996.
Name                                      Title
                       ----                                      -----
/s/ William E. Kassling        ......  Chairman of the Board, President
- ------------------------------          and Chief Executive Officer
    William E. Kassling

/s/ Robert J. Brooks           .........  Chief Financial and
- ------------------------------             Accounting Officer and Director
    Robert J. Brooks

/s/ James C. Huntington        ......  Director
- ------------------------------
    James C. Huntington

/s/ Mikael Lilius              ............  Director
- ------------------------------
    Mikael Lilius

/s/ Emilio A. Fernandez        ......  Director
- ------------------------------
    Emilio A. Fernandez

/s/ James V. Napier            ..........  Director
- ------------------------------
    James V. Napier

/s/ James P. Kelley            ..........  Director
- ------------------------------
    James P. Kelley
-7-
9
                         WESTINGHOUSE AIR BRAKE COMPANY

             1995 NON-EMPLOYEE DIRECTORS' FEE AND STOCK OPTION PLAN

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

                             REGISTRATION STATEMENT
                                  ON FORM S-8

                                 Exhibit Index
                                 -------------
Exhibit                                                           Sequential
  No.                          Document                              Page
- -------  ----------------------------------------------------     ----------
4.1     Restated Certificate of Incorporation of the Company 
         dated January 30, 1995, as amended March 30, 1995,
         incorporated herein by reference to the Company's
         Registration Statement on Form S-1 (Registration
         No. 33-90866).                                               --

 4.2     Bylaws of the Company, as adopted effective January 31,
         1995, incorporated herein by reference to the Company's
         Registration Statement on Form S-1 (Registration
         No. 33-90866).                                               --

 5.1     Opinion of Reed Smith Shaw & McClay, as to
         the legality of the Common Stock, filed
         herewith.                                                    10

23.1     Consent of Reed Smith Shaw & McClay (included
         in Exhibit 5.1 filed herewith).                              -- 

23.2     Consent of Arthur Andersen LLP, independent
         accountants, filed herewith.                                 12

24.1     Power of Attorney, contained on the signature
         page to this Registration Statement.                         --