<PAGE>   1



                                    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modified or superseded for purposes of this Registration Statement to the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 Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part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 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,


<PAGE>   2

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. 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



                                      -2-
<PAGE>   3

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 has entered or 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.

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      Amended and Restated Bylaws of the Company, as adopted
                  effective March 31, 1997, filed herewith.

         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.




                                      -3-
<PAGE>   4

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

                  (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



                                      -4-
<PAGE>   5

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>   6




                                   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 31ST DAY OF OCTOBER, 1997.

                            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.

         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 31ST DAY OF OCTOBER, 1997.

                  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/ Kim Davis                       Director
--------------------------
Kim Davis

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

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

 /s/ James P. Kelley                 Director
--------------------------
James P. Kelley



                                      -6-
<PAGE>   7



                         WESTINGHOUSE AIR BRAKE COMPANY

                         1997 EXECUTIVE RETIREMENT 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       Amended and Restated Bylaws of the Company,
           as adopted effective March 31,1997, filed herewith.            9

 5.1       Opinion of Reed Smith Shaw & McClay, as to
           the legality of the Common Stock, filed herewith.             23

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.                                  25

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





                                      -7-
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1

                                    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 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,
2

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. 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

                                      -2-
3

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 has entered or 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.

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      Amended and Restated Bylaws of the Company, as adopted
                  effective March 31, 1997, filed herewith.

         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.

                                      -3-
4

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

                  (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

                                      -4-
5

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-
6

                                   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 31ST DAY OF OCTOBER, 1997.

                            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.

         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 31ST DAY OF OCTOBER, 1997.

                  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/ Kim Davis                       Director
--------------------------
Kim Davis

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

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

 /s/ James P. Kelley                 Director
--------------------------
James P. Kelley

                                      -6-
7

                         WESTINGHOUSE AIR BRAKE COMPANY

                         1997 EXECUTIVE RETIREMENT 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       Amended and Restated Bylaws of the Company,
           as adopted effective March 31,1997, filed herewith.            9

 5.1       Opinion of Reed Smith Shaw & McClay, as to
           the legality of the Common Stock, filed herewith.             23

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.                                  25

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