As filed with the Securities and Exchange Commission on June 14, 2006

                              Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                              L. B. FOSTER COMPANY
             (Exact name of registrant as specified in its charter)


            Pennsylvania                             25-1324733
      (State of incorporation)          (I.R.S. Employer Identification No.)


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

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

                              L. B. FOSTER COMPANY

                           2006 Omnibus Incentive Plan
                            (Full title of the plan)

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

                              DAVID L. VOLTZ, Esq.
                  Vice President, General Counsel and Secretary
                              L. B. Foster Company
                                415 Holiday Drive
                         Pittsburgh, Pennsylvania 15220
                     (Name and address of agent for service)


                                 (412) 928-3431
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                             MICHAEL M. LYONS, Esq.
                         Klett Rooney Lieber & Schorling
                          40th Floor, One Oxford Centre
                         Pittsburgh, Pennsylvania 15219

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

                         CALCULATION OF REGISTRATION FEE

==================== ============ =============== ============= ================
                                   Proposed        Proposed
                     Amount        maximum         maximum
Title of securities  to be         offering price  aggregate
to be registered     registered    per share*      offering     Amount of
                                                   price*       registration fee
-------------------- ------------ --------------- ------------- ----------------
Common Stock,
$.01 par value       500,000 shs.  $24.06          $12,030,000  $1,287.21
==================== ============ =============== ============= ================

*Estimated  in  accordance  with Rule 457(c) solely for the purpose of computing
the  registration  fee, based on the average of the high and low prices for June
7, 2006 as reported in the Nasdaq National Market.

[The Prospectus  included herein is a combined  prospectus pursuant to Rule 429,
relating also to Registration  Statements  Nos.  33-17073,  33-35152,  33-79450,
333-81535  and  333-60488  and  contains  the Form S-3  information  required by
General  Instruction  C1 for  Form  S-8  in  order  for  affiliates  to use  the
Prospectus in reoffering  or reselling  stock  acquired by them pursuant to this
Registration  Statement  or  Registration  Statement  No.  33-17073,   33-35152,
33-79450, 333-81535 or 333-60488]

<PAGE>

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

                                   PROSPECTUS

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

                              L. B. FOSTER COMPANY

                                  Common Stock
                                ($.01 Par Value)

                       1,500,000 Shares Offered Under The
             1985 Long-Term Incentive Plan as Amended and Restated,

                        900,000 Shares Offered Under The
              1998 Long-Term Incentive Plan as Amended and Restated

                                       and

          500,000 Shares Offered Under The 2006 Omnibus Incentive Plan

This Prospectus relates to the offer and sale of shares of Common Stock of L. B.
Foster Company (the "Company") to certain present and former officers, directors
and employees of the Company and its subsidiaries pursuant to the 1985 Long-Term
Incentive  Plan as Amended and Restated  (the "1985 Plan"),  the 1998  Long-Term
Incentive  Plan as Amended and Restated (the "1998 Plan"),  and the 2006 Omnibus
Incentive Plan (the "2006 Plan").  Such persons  (including  "affiliates" of the
Company as defined  in Rule 405 under the  Securities  Act of 1933) may use this
Prospectus for the reoffer or resale of such shares in brokers'  transactions in
the over-the-counter market, in privately negotiated transactions, or otherwise,
and may be deemed to be  "underwriters" as defined in the Securities Act of 1933
with respect to such resales. The Company will receive none of the proceeds from
such resales.

The Common Stock is traded in the  over-the-counter  market and is quoted in the
Nasdaq National  Market  (Symbol:  FSTR).  The Company's  executive  offices are
located at 415 Holiday Drive,  Pittsburgh,  Pennsylvania 15220 and its telephone
number is (412) 928-3431.

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


          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
              SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

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


                  The date of this Prospectus is June 14, 2006

<PAGE>

                              AVAILABLE INFORMATION

     L. B.  Foster  Company  (the  "Company")  is subject  to the  informational
requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and regulations  thereunder (the "Exchange  Act"),  and in accordance  therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange Commission (the "Commission").  Such material can be read and copied by
the public at the Commission's  Public  Reference Room at 450 5th Street,  N.W.,
Washington,  D.C. 20549.  The public may obtain  information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330.

     This Prospectus,  which constitutes part of a Registration  Statement filed
by the Company with the Commission under the Securities Act of 1933, as amended,
omits  certain  of the  information  contained  in the  Registration  Statement.
Reference  is hereby  made to the  Registration  Statement  and to the  exhibits
relating  thereto for further  information  with  respect to the Company and the
securities  offered hereby. The Registration  Statement,  including the exhibits
filed or incorporated by reference as a part thereof,  may be inspected  without
charge at the Public  Reference Room of the Commission at 450 5th Street,  N.W.,
Washington,  D.C.  20549,  and copies may be  obtained  from the  Commission  at
prescribed  rates.  Statements  contained  herein  concerning  the provisions of
documents are necessarily  summaries of such documents,  and each such statement
is qualified in its entirety by reference to the copy of the applicable document
filed with the  Commission.  Further  information  about the 1985 Plan, the 1998
Plan and the 2006 Plan and their  administrators  may be obtained by  contacting
David L. Voltz, Secretary of the Company, whose address and telephone number are
set forth below.

     The Commission maintains an Internet web site that contains reports,  proxy
and information  statements,  and other  information  regarding issuers who file
electronically  with the  Commission,  such as the Company.  The address of that
site is http://www.sec.gov.

     If a copy of the  Company's  annual  report  to  shareholders  for the last
fiscal year was not furnished with this Prospectus, a copy of such report may be
obtained,  without charge,  from the Company upon written or oral request to: L.
B. Foster Company, David L. Voltz, Secretary, 415 Holiday Drive, Pittsburgh,  PA
15220,  telephone number (412) 928-3431.  Participants in the Plans will receive
copies of all reports, proxy statements and other communications  distributed to
shareholders of the Company.


                                  THE 1985 PLAN

     The 1985 Long-Term  Incentive Plan became effective January 1, 1985 and was
approved at the 1985 annual meeting of  stockholders.  The Board of Directors on
February 6, 1987  amended the Plan in a number of respects by adopting  the 1985
Long-Term Incentive Plan as Amended and Restated, which was approved at the 1987
annual meeting of stockholders.  At the 1990 annual meeting the Plan was amended
by increasing  from 800,000 to 1,000,000 the maximum  number of shares  issuable
upon the exercise of options or stock appreciation  rights. The Plan was further
amended July 30, 1992 to bring the Plan in compliance  with the  requirements of
Rule 16b-3 (as amended May 1, 1991) under the  Securities  Exchange Act of 1934,
as amended,  and remove certain  restrictions and procedures which are no longer
necessary  in order to comply with that Rule.  The July 1992  amendments  had no
effect on stock options granted prior to those amendments,  except to the extent
that the stock option agreement may be amended in writing in accordance with the
Plan. At the 1994 annual  meeting the  stockholders  approved  amendments to the
Plan which increased from 1,000,000 to 1,500,000 the maximum number of shares of
common stock issuable upon the exercise of options or stock appreciation  rights
and extended from January 1, 1995 to January 1, 2005 the termination date of the
Plan. Finally, on May 25, 2005 the Plan was amended by deleting the authority to
award stock  appreciation  rights  ("SARs") to  optionees.  No SARs or Incentive
Stock Options were awarded under the Plan. The 1985 Long-Term  Incentive Plan as
Amended and Restated is hereinafter referred to as the "1985 Plan".

     The 1985 Plan expired January 1, 2005; however, stock options granted prior
to the  expiration  date remain in effect in  accordance  with their terms.  The
purpose of the 1985 Plan was to provide  financial  incentives  for selected key
personnel and directors of the Company and its  subsidiaries,  thereby promoting
the long-term growth and financial  success of the Company by (i) attracting and
retaining personnel and directors of outstanding ability, (ii) strengthening the
Company's  capability  to develop,  maintain  and direct a competent  management
team, (iii) motivating key personnel to achieve long-range performance goals and
objectives and (iv) providing incentive compensation  opportunities  competitive
with those of other corporations.

     The 1985 Plan was  neither  qualified  under  Section  401 of the  Internal
Revenue Code nor subject to any  provisions  of the Employee  Retirement  Income
Security Act of 1974.

     The  following  summary of the 1985 Plan is  qualified  in its  entirety by
reference to the 1985 Plan,  copies of which have been filed with the Commission
and furnished to the recipients of stock options.

Eligibility

     The 1985 Plan  authorized  the  granting of stock  options to officers  and
employees  of  the  Company  and  its  subsidiaries  who  occupied   responsible
executive,  professional or administrative positions and who had the capacity to
contribute  to the  success  of the  Company.  Options  could also be granted to
directors  of the Company and its  subsidiaries  who were not  employees  of the
Company or a  subsidiary.  Employees  were  required  to be in grade level 15 or
above or otherwise selected for participation.  As of June 7, 2006 there were 16
participants in the 1985 Plan.

Administration

     Awards to participants are  administered by a committee  composed of two or
more directors of the Company, each of whom is a "non-employee  director" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
(the  "Committee").  Members of the  Committee are appointed by and serve at the
pleasure  of the  Board of  Directors.  The  Committee  was  authorized,  in its
discretion  but within the  parameters  set forth in the 1985 Plan, to determine
those officers,  employees and directors who would receive awards, the number of
shares to be optioned  and the time or times when awards  would be made,  and to
grant such awards.  The  Committee  is  authorized  to  interpret  the terms and
provisions of the 1985 Plan. The Committee's  interpretations  of the awards are
final and  conclusive as to all  interested  parties.  The Committee has general
authority to interpret  the Plan and  establish  rules and  regulations  for its
administration.  As of the date of this Prospectus, the members of the Committee
were John W. Puth,  J.W.  Puth  Associates,  5215 Old Orchard Road,  Skokie,  IL
60077, William H. Rackoff, ASKO, Inc. 501 West 7th Avenue,  Homestead, Pa 15120,
Henry J. Massman IV,  Massman  Construction  Co.,  8901 State Line Road,  Kansas
City, MO 64114 and G. Thomas McKane, c/o L.B. Foster Company, 415 Holiday Drive,
Pittsburgh, PA 15220.

Stock Option Grants

     Up to  1,500,000  shares of Common  Stock of the  Company  may be issued or
delivered by the Company under the 1985 Plan, which may include  newly-issued or
treasury shares. The number and kind of shares that may be issued, the number of
shares subject to outstanding  options,  the exercise (purchase) price per share
and other relevant  provisions  are subject to appropriate  adjustment for stock
splits, stock dividends,  reverse splits,  recapitalizations,  a merger in which
the Company is the surviving  corporation or other similar capital changes. Such
adjustment shall be as determined by the Board of Directors, whose determination
shall be binding on all persons.

     Nonqualified  stock options.  The stock options granted under the 1985 Plan
are  "nonqualified"  in that they do not qualify as  "incentive  stock  options"
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").

Terms and Provisions of Stock Options

     The Committee was authorized to determine the terms and provisions of stock
options granted under the 1985 Plan,  provided that (a) the exercise price could
not be less than the fair market  value (as defined) of the stock on the date of
grant,  as determined by the Committee,  and (b) the option must expire no later
than ten years from the date of grant. The terms and provisions of option grants
were not required to be uniform.  Unless otherwise  provided in the stock option
agreement,  (a) the options are exercisable in cumulative annual installments in
the amount of 25% of the shares optioned, commencing on the first anniversary of
the  grant,  (b) in the  case of  death,  the  option  may be  exercised  by the
optionee's  legal  representative  within 12 months after the date of death, but
only to the extent the option was  exercisable at the time of death,  (c) in the
case of retirement with the consent of the Company or Permanent Disability,  the
option may be exercised within three years after termination of service for such
reason,  but only to the extent that the option was  exercisable  at the time of
such  termination of service and (d) if the optionee's  service with the Company
or a  subsidiary  of the  Company  terminates  for any reason  other than death,
retirement with the consent of the Company or Permanent Disability,  all options
held by the  optionee  will  immediately  terminate  and may not  thereafter  be
exercised;  provided,  however,  that if the optionee's  service terminates more
than four years after the grant of the option and if the  optionee's  service is
not terminated for "cause",  the optionee may exercise the option within 30 days
after such termination of service.  Notwithstanding  the foregoing,  in no event
may any option be exercised  after the  expiration of ten years from the date on
which it was granted.  "Cause"  includes  willful or gross  neglect of duties or
willful misconduct in the performance of duties, so as to cause material harm to
the Company or any  subsidiary as  determined by the Board of Directors;  fraud,
misappropriation  or embezzlement in the performance of duties; or conviction of
a  felony  which,  as  determined  in good  faith  by the  Board  of  Directors,
constitutes a crime  involving  moral  turpitude and results in material harm to
the Company or a subsidiary.

     The Committee is  authorized  to determine  whether an optionee has retired
from service or has suffered Permanent  Disability,  and its determination shall
be binding on all concerned. In the sole discretion of the Committee, a transfer
of service to an affiliate of the Company other than a subsidiary of the Company
may be deemed retirement from service with the consent of the Company. Except as
otherwise provided in the stock option agreement,  an optionee's service will be
treated as  continuing  while the optionee is on military  leave,  sick leave or
other  bona fide leave of absence if the period of such leave does not exceed 90
days or, if longer,  the optionee's  right to reestablish  his or her service is
guaranteed  by statute or by  contract;  absent such  statute or  contract,  the
optionee's  service  will be deemed to have  terminated  on the 91st day of such
leave.  The Committee is also authorized,  in its discretion,  to accelerate the
date on which an option may be exercised, if it determines that to do so will be
in the best interests of the Company and the optionee.

     Stock  option  agreement.  Each stock option is evidenced by a stock option
agreement in such form and containing such provisions, not inconsistent with the
provisions of the 1985 Plan, as the Committee approved. The terms and provisions
of such  agreements  were not  required  to be  uniform.  Each  optionee  should
therefore  refer to his or her own  stock  option  agreement  for the  terms and
provisions of the option.

Exercise of Stock Options and Disposition of Shares

     Manner of exercise. Stock options may be exercised by giving written notice
of exercise to the Company specifying the number of shares to be purchased.  The
notice of exercise  must be  accompanied  by (a) payment in full of the exercise
price in cash or by certified or  cashier's  check or (b) a copy of  irrevocable
instructions  to a broker to promptly  deliver to the Company the amount of sale
or loan proceeds sufficient to cover the exercise price.

     Conditions  to delivery of shares.  The Company  will not be  obligated  to
deliver  any shares  upon the  exercise  of an option  unless and until,  in the
opinion of the Company's counsel,  all applicable federal,  state and other laws
and regulations have been complied with. If the outstanding stock at the time of
exercise is listed on any stock  exchange,  no delivery  will be made unless and
until the shares to be delivered have been listed or authorized for listing upon
official  notice of issuance on such  exchange.  Nor will delivery be made until
all other legal matters in  connection  with the issuance and delivery of shares
have been  approved  by the  Company's  counsel.  In this  regard,  and  without
limiting  the  generality  of the  foregoing,  the Company may require  from the
optionee or the optionee's legal  representative such investment  representation
or such  agreement,  if any,  as legal  counsel  for the  Company  may  consider
necessary in order to comply with the  Securities  Act of 1933, as amended,  the
securities  laws of any  state  and  the  regulations  thereunder,  certificates
evidencing  the shares may be  required  to bear a  restrictive  legend,  a stop
transfer  order  may be  placed  with  the  transfer  agent,  and  there  may be
restrictions as to the number of shares that can be resold during a given period
of time and the manner of sale.  Optionees or their legal  representatives  must
take  any  action  reasonably  requested  by the  Company  in  order  to  effect
compliance  with all applicable  securities laws and regulations and any listing
requirements.

     Notice of disposition of shares. Each optionee must notify the Company when
any disposition of optioned shares, whether by sale, gift or otherwise,  is made
by the optionee.

Miscellaneous Provisions

     Nontransferability.  No  stock  option  awarded  under  the  1985  Plan  is
transferable  by the  optionee  other  than by will or the laws of  descent  and
distribution.  Any transfer contrary to this restriction will nullify the award.
Options are exercisable  during the optionee's  lifetime only by the optionee or
the optionee's legal representative.

     Shareholder rights. An optionee has no rights as a shareholder with respect
to any stock  covered by his or her option until the issuance to the optionee of
a stock certificate representing such stock.

     No right to employment.  Neither the establishment of the 1985 Plan nor any
action taken by the Company,  the Board,  or the Committee  under the 1985 Plan,
nor any  provision of the 1985 Plan,  shall be construed as giving to any person
the right to be retained in the service of the Company or any subsidiary.

     Consolidation  or merger.  In the event of a  consolidation  or a merger in
which the Company is not the surviving corporation, or any other merger in which
the  shareholders  of the Company  exchange their shares of stock in the Company
for stock of another corporation, or in the event of complete liquidation of the
Company,  or in the case of a tender offer  accepted by the Board of  Directors,
all outstanding options will thereupon  terminate,  provided that the Board may,
prior to the effective date of any such consolidation or merger, either (a) make
all  outstanding  options  immediately  exercisable  or (b)  arrange to have the
surviving  corporation grant to the optionees replacement options on terms which
the Board determines to be fair and reasonable.

     Amendments.  The Board of Directors  may at any time amend the 1985 Plan or
amend any outstanding  option for the purpose of satisfying the  requirements of
any changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law, provided that no such amendment shall result in
Rule 16b-3 under the  Securities  Exchange  Act of 1934,  as  amended,  becoming
inapplicable  to any options or without the approval of the  shareholders of the
Company (a)  increase  the maximum  number of shares of common  stock  available
under the 1985 Plan (subject to adjustment as explained  above),  (b) reduce the
exercise  price of options below the prices  provided for in the 1985 Plan,  (c)
extend the time within which options may be granted, or (d) extend the period of
an  outstanding  option  beyond ten years from the date of grant.  No  amendment
shall  adversely  affect the rights of any optionee under any award  theretofore
granted except upon the optionee's written consent to such amendment. Amendments
requiring the approval of  shareholders  may be effected by the Board subject to
such approval.


                                  THE 1998 PLAN

     On October 23,  1998,  the Board of  Directors  adopted the 1998  Long-Term
Incentive  Plan  which  provided  for the  issuance  of options to acquire up to
25,000 shares of the Company's common stock. Options to acquire 25,000 shares of
common stock were subsequently  awarded to outside directors of the Company.  On
February  24,  1999,  the Board of  Directors  adopted,  subject to  shareholder
approval,  an amended and restated 1998 Long-Term  Incentive  Plan which,  among
other things, increased the number of shares of Common Stock which may be issued
under  that  Plan from  25,000  to  450,000.  On  February  2, 2001 the Board of
Directors  adopted,  subject to  shareholder  approval,  a further  amended  and
restated  1998  Long-Term  Incentive  Plan which  increased the number of shares
which  may be  issued  under the Plan from  450,000  to  900,000.  That Plan was
approved at the annual meeting of  shareholders on May 9, 2001. On May 25, 2005,
the Plan was amended by deleting the authority to award SARs or Incentive  Stock
Options to participants and in certain other respects (as so amended,  the "1998
Plan").  No SARs or Incentive  Stock  Options  have been awarded  under the 1998
Plan. The Plan will expire on October 22, 2008,  unless terminated on an earlier
date by the Board.  As of June 7, 2006 there  were 31  participants  in the 1998
Plan.

     The  purpose  of the  1998  Plan is to  provide  financial  incentives  for
selected  key  personnel  and  directors  and to  enable  the  Company  to offer
competitive compensation to them.

     The  1998  Plan is  neither  qualified  under  Section  401 of the Code nor
subject to any provisions of the Employee Retirement Income Security Act of 1974
("ERISA").

     The  following  summary of the 1998 Plan is  qualified  in its  entirety by
reference to the 1998 Plan,  copies of which have been filed with the Commission
and furnished to the recipients of stock options.

Administration

     The 1998 Plan is  administered  by a Committee  consisting of either (a) at
least two  "non-employee"  directors (within the meaning of Rule 16b-3 under the
Securities  Exchange  Act of  1934)  or (b) the full  Board  of  Directors.  The
Committee  currently consists of Henry J. Massman IV, G. Thomas McKane,  John W.
Puth and William H. Rackoff.  Within the  parameters set forth in the 1998 Plan,
the Committee  has the  authority to determine  those key employees or directors
who shall  receive a  discretionary  award and the terms and  conditions of each
such award.  The Committee may also prescribe  regulations  for the operation of
the 1998 Plan and interpret the 1998 Plan and option agreements issued under the
1998  Plan.  In  addition  to  discretionary   awards  made  by  the  Committee,
non-employee directors were automatically awarded options to acquire up to 5,000
shares of Common Stock after each annual shareholders  meeting.  These automatic
awards, which have been discontinued, are described below under "Automatic Stock
Options."

General

     Up to 900,000 shares of Common Stock of the Company may be issued under the
1998 Plan,  which may  include  newly  issued or  treasury  shares.  An option's
exercise  price must be at least the fair market  value of the shares on the day
the option is granted. Each option must be evidenced by a stock option agreement
in a form  prescribed by the Committee.  Options granted under the 1998 Plan are
not transferable other than by will or the laws of descent and distribution.

     Options  may be  exercised  by giving  written  notice of  exercise  to the
Company specifying the number of shares to be purchased.  The notice of exercise
must be  accompanied  by (a)  payment  in full of the  exercise  price  in cash,
certified check or other medium acceptable to the Company in its sole discretion
or (b) a copy of irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan  proceeds  sufficient  to cover the  exercise
price.

     The number of shares that may be issued  under the 1998 Plan and the number
and price of shares  subject to  outstanding  options are subject to appropriate
adjustment for stock splits, stock dividends, reverse splits,  reclassifications
and other similar events.

     Each  optionee  must notify the Company  when any  disposition  of optioned
shares, whether by sale, gift or otherwise, is made by the optionee.

     Awards under the 1998 Plan consist of "non-qualified" stock options in that
they do not qualify as "incentive  stock options"  within the meaning of Section
422 of the Code.

Automatic Stock Options

     Immediately  after each annual meeting of shareholders,  each  non-employee
director who was elected at the meeting or whose term in office  continued after
the meeting was  automatically  granted an option to purchase up to 5,000 shares
of Common  Stock,  subject to  adjustment  for any future  stock  splits,  stock
dividends,  reverse  splits,  reclassifications  or other  similar  events  (the
"Automatic  Options").  The Automatic  Options have an exercise  price per share
equal to the fair market  value of the Common  Stock on the date of the meeting,
have a term of ten years and were immediately exercisable.

     When a director has served less than five years,  the director may exercise
his or her Automatic  Options only within one year after termination of service,
unless  the  director's  service  is  terminated  due to  death,  disability  or
retirement  with the  consent of the  Company,  in which case the options may be
exercised  during their full ten year term. A director who has served five years
or longer may exercise his or her Automatic  Options  during their full ten year
term.  Notwithstanding the foregoing, if a director is removed for cause, all of
his or her Automatic Options shall immediately  terminate.  On May 24, 2006, the
Company's  shareholders  approved the 2006 Omnibus  Incentive  Plan and the 1998
Plan was amended so that automatic stock options awards are no longer made.

Discretionary Stock Options

     In addition to the Automatic  Options,  stock options may be granted to key
personnel and  directors,  including  both employee  directors and  non-employee
directors,  in  the  discretion  of  the  Committee  ("Discretionary  Options").
Discretionary  Options  granted to  directors  are  hereinafter  referred  to as
"Director  Options."   Discretionary   Options  are  subject  to  the  following
provisions of the 1998 Plan,  and the terms and  provisions of such options need
not be uniform:

     Eligibility.  Discretionary  Options  may be  granted by the  Committee  to
directors  or to key  employees  who  occupy  a  responsible  executive,  sales,
professional or  administrative  position and, in the Committee's view, have the
capacity  to  contribute  to the  success of the  Company.  In  addition  to the
Company's  non-employee  directors,  the Company has approximately 90 employees,
out of approximately  645 total  employees,  whose grade level makes them likely
candidates for option awards.

     Exercise Price. The exercise price of  Discretionary  Options is determined
by the Committee, but shall be not less than the fair market value of the Common
Stock on the date of grant.

     Term. The term of Discretionary Options is determined by the Committee, but
shall not  exceed ten years from the date of grant.  Director  Options  have the
same  early-termination  provisions as Automatic Options. The  early-termination
provisions of the 1998 Plan as to all other  Discretionary  Options are the same
as those of the 1985 Plan.  See "THE 1985 PLAN - Terms and  Provisions  of Stock
Options."

     Vesting.  Options granted to outside directors are immediately exercisable.
Except as otherwise  provided in the option agreement,  all other  Discretionary
Options may be exercised in cumulative annual installments,  each for one-fourth
of the total optioned shares, commencing one year from the date of grant.

Amendments and Termination

     The  Board of  Directors  may at any time  amend the 1998 Plan or amend any
outstanding option for purposes of satisfying the requirements of any changes in
applicable laws or regulations or, in the case of Discretionary Options, for any
other purpose which may at the time be permitted by law; provided, however, that
no such  amendment  is  permissible  if it would  result in Rule 16b-3  becoming
inapplicable  to any options,  nor may any such amendment  adversely  affect the
rights of any participant in the 1998 Plan under any option theretofore  granted
to such participant except upon his or her written consent to such amendment.

     The Board may  terminate  the 1998 Plan at any time.  However,  awards made
prior to the expiration or termination of the 1998 Plan will remain in effect in
accordance with their terms. In the event of a consolidation  or merger in which
the Company is not the surviving  corporation,  or any other merger in which the
shareholders  of the Company  exchange  their shares of stock in the Company for
stock of another  corporation,  or in the event of complete  liquidation  of the
Company, or in the case of a tender offer accepted by the Board, all outstanding
stock options shall thereupon  terminate,  provided that the Board may, prior to
the  effective  date of any such  consolidation  or merger,  either (a) make all
outstanding options immediately exercisable or (b) arrange to have the surviving
corporation  grant to the  participants  replacement  options on terms which the
Board shall determine to be fair and reasonable.


                                  THE 2006 PLAN

     On March 3, 2006 the Board of Directors approved the 2006 Omnibus Incentive
Plan, subject to shareholder  approval.  The 2006 Plan provides for the issuance
of up to  500,000  shares of the  Company's  Common  Stock,  which  may  include
newly-issued  or treasury  shares,  through the exercise of stock options or the
award of  restricted  shares of Common  Stock.  The purposes of the Plan include
motivating employees and directors to achieve long-term performance goals and to
provide such employees and directors  with  competitive  compensation.  The 2006
Plan is  neither  qualified  under  Section  401 of the Code nor  subject to any
provisions of ERISA.  As of June 1, 2006,  there were 5 participants in the 2006
Plan.

Administration

     The Plan is  administered  by a committee (the  "Committee")  consisting of
either (a) at least two  "non-employee"  directors  (within  the meaning of Rule
16b-3  under  the  Securities  Exchange  Act of 1934)  or (b) the full  Board of
Directors.  The Compensation Committee of the Board, which currently consists of
Messrs.  Massman,  McKane,  Puth and Rackoff,  currently  administers  the Plan.
Within the  parameters set forth in the Plan, the Committee has the authority to
determine  those key employees  and directors who shall receive a  discretionary
award and the terms and  conditions  of each such award.  The Committee may also
prescribe  regulations  for the operation of the Plan and interpret the Plan and
option or restricted  stock  agreements  issued under the Plan.  These automatic
awards are described  below.  Stock options and stock awards may be granted,  in
the  Committee's  discretion,  to key personnel and  directors,  including  both
employee and  non-employee  directors in the discretion of the Committee.  Stock
options and stock  awards  granted to  non-employee  directors  are  hereinafter
respectively  referred to as  "Director  Options"  and  "Director  Awards."  The
provisions of stock options and stock awards need not be uniform.

Stock Options

     The exercise  price of stock options is determined  by the  Committee,  but
shall be not less than the last  reported  sale price of the Common Stock on the
NASDAQ  National  Market on the date of grant.  The exercise price is payable in
cash  or  other  medium  acceptable  to the  Company.  The  term of  options  is
determined  by the  Committee,  but shall not  exceed ten years from the date of
grant.

     Except as otherwise provided in the option agreement,  options,  other than
Director  Options,  will  terminate 30 days after  termination of the optionee's
employment  with  the  Company  for  any  reason  other  than  death,  permanent
disability or retirement with the consent of the Company.  Director  Options are
immediately  exercisable  for a period of ten years  from the date of the award.
Except as  otherwise  provided  in the  option  agreement,  other  discretionary
options may be exercised in cumulative annual installments,  each for one-fourth
of the total optioned shares, commencing one year from the date of grant.

Stock Awards

     Commencing with the May 24, 2006 annual meeting,  at each annual meeting of
shareholders each non-employee director automatically will be granted a Director
Award of 3,500 shares of fully vested Common Stock.

     Awards may also be granted to key personnel and directors in the discretion
of the Committee.  Such stock awards will become vested and/or saleable pursuant
to the terms of the applicable stock award agreement approved by the Committee.

Amendments and Termination

     The Board may at any time  amend  the Plan or amend any  outstanding  award
agreement for the purpose of satisfying  any legal  requirement or for any other
legal  permissible  purpose;  provided  that an  amendment  shall  not be deemed
permissible if it would result in Rule 16b-3 under the  Securities  Exchange Act
of 1934, as amended,  being  inapplicable to any award.  The Board may terminate
the Plan at any time, but no such termination  shall adversely affect the rights
of any participant  under any award previously  granted in which the participant
has a vested interest, except upon his or her written consent.

     In the event of a stock dividend,  recapitalization  or merger in which the
Company is the surviving corporation or other similar capital change, the number
and shares of stock then  outstanding or to be awarded  thereunder,  the maximum
number of shares of stock or  securities  which may be issued on the exercise of
options granted under the Plan, the exercise price and other relevant provisions
shall be appropriately adjusted by the Board. In the event of a consolidation or
a merger in which the  Company is not the  surviving  corporation,  or any other
merger in which the  shareholders of the Company  exchange their shares of stock
in the Company for stock of another  corporation,  or in the event of a complete
liquidation  of the Company,  or in the case of a tender  offer  accepted by the
Board of Directors, all outstanding options shall thereupon terminate,  provided
that the Board may,  prior to the effective  date of any such  consolidation  or
merger, either (i) make all outstanding options immediately  exercisable or (ii)
arrange to have the surviving corporation grant to the participants  replacement
options on terms which the Board shall determine to be fair and reasonable.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Under the  Internal  Revenue  Code of 1986 as in effect on the date of this
Prospectus,  there is no taxable income to an optionee when an option is granted
to him or her under the 1985, the 1998 or the 2006 Plan; however,  upon exercise
of the option,  the excess of the fair market value of the underlying  shares on
the date of  exercise  over the option  exercise  price for such  shares will be
taxable to the  optionee as ordinary  income.  The Company will be entitled to a
corresponding  tax deduction for any amounts which are taxable to an optionee as
ordinary  income.  If at any time an optionee is treated as  receiving  ordinary
income  and at that  time he or she is  employed  by the  Company  or any of its
affiliates,  the Company may be required to withhold  federal  income  taxes and
also may be  required  to withhold  contributions  under the  Federal  Insurance
Contributions Act (FICA) from either the source of such ordinary income or other
income payable to the optionee.  In addition,  whenever stock is to be delivered
to an  optionee,  the Company may (a) require the optionee to remit an amount in
cash  sufficient  to  satisfy  all  federal,  state and  local  tax  withholding
requirements  related  thereto,  (b) withhold  such  required  withholding  from
compensation  otherwise  due to the optionee or (c) any  combination  of (a) and
(b).

     A grantee will not recognize any income upon the grant of restricted  stock
if that stock is  subject to a  substantial  risk of  forfeiture  on the date of
grant,  unless the holder elects under Section 83(b) of the Code, within 30 days
of the grant, to recognize ordinary income in an amount equal to the fair market
value of the restricted  stock at the time of receipt,  less any amount paid for
the  shares.  If the  Section  83(b)  election  is made,  the holder will not be
allowed a deduction in the event that the shares are substantially forfeited. If
the election is not made, the holder will generally recognize ordinary income on
the date that the restricted stock is no longer subject to a substantial risk of
forfeiture,  in an amount equal to the fair market value of those shares on that
date,  less any amount  paid for the shares.  At the time the holder  recognizes
ordinary  income,  the Company  generally will be entitled to a deduction in the
same amount.  Generally,  upon a sale or other  disposition of restricted  stock
with respect to which the holder has recognized ordinary income (i.e., a Section
83(b) election was previously made) or the restrictions were previously removed,
the  holder  will  recognize  capital  gain or loss in an  amount  equal  to the
difference between the amount on that sale or other disposition and the holder's
basis in those shares.

     Because  of  the  complexity  of  the  federal  income  tax  laws  and  the
possibility of changes therein, and because the tax consequences to a particular
participant  will at least in part  depend  upon his or her  personal  financial
situation,  participants are urged to consult their personal tax advisors before
exercising  their options or reselling  shares acquired under the 1985 Plan, the
1998 Plan or the 2006 Plan.  Participants should also consult their personal tax
advisors as to the state,  local and  federal  estate tax  consequences  of such
transactions.


                    OUTSTANDING OPTIONS AND RESTRICTED STOCK

     The following table sets forth information concerning the stock options and
restricted stock outstanding at the date of this Prospectus under the 1985 Plan,
the 1998 Plan and the 2006 Plan.

                 Per Share       Expiration
Grant Date     Exercise Price      Date (1)     Percent Vested
----------     --------------      --------     --------------
a.  Options

07/30/97           4.875           07/29/07           100
08/13/98           5.25            08/12/08           100
10/14/98           3.9375          10/13/08           100
10/23/98           4.38            10/22/08           100
10/23/98           4.38 (2)        10/22/08           100
12/16/98           6.00            12/15/08           100
12/16/98           6.00 (2)        12/15/08           100
07/16/99           5.75            07/15/09           100
10/19/99           5.375 (2)       10/18/09           100
03/01/00           4.44            02/28/10           100
03/01/00           4.44 (2)        02/28/10           100
05/10/00           3.625 (2)       05/09/10           100
08/03/00           3.563(2)        08/02/10           100
02/02/01           2.75            02/01/11           100
02/02/01           2.75 (2)        02/01/11           100
05/09/01           3.65 (2)        05/08/11           100
12/12/01           4.75 (2)        12/11/11           100
05/15/02           5.50 (2)        05/14/12           100
07/26/02           4.30 (2)        07/25/12           75
12/10/02           4.10 (2)        12/09/12           75
05/13/03           4.23 (2)        05/12/13           75
05/26/04           7.81 (2)        05/25/14           100
10/22/04           8.01            10/21/14           25
12/13/04           9.30            12/12/14           25
02/16/05           9.29 (2)        02/15/15           25
05/25/05           8.97(2)         05/24/15           100
12/05/05           14.77(2)(4)     12/04/15           25

b.  Restricted Stock

05/24/06 (3)       N/A             N/A                100
-----------------
(1) Unless terminated on an earlier date as a result of termination of service,
    death or permanent disability, as more fully set forth in the stock option
    agreements.
(2) Granted under the 1998 Plan.
(3) Granted under the 2006 Plan.
(4) 25% to vest on each of 5/25/06, 5/25/07, 5/25/08 and 5/25/09.

     As of June 7, 2006,  options for 1,185,950  shares had been exercised under
the 1985 Plan and options for 418,575 shares had been  exercised  under the 1998
Plan. As of that date, no options had been granted under the 2006 Plan.

                         CERTAIN SELLING SECURITYHOLDERS

     The  following  table  sets  forth  information  as of  the  date  of  this
Prospectus concerning the officers and directors of the Company who hold options
granted under the 1985 Plan, the 1998 Plan or the 2006 Plan or restricted  stock
acquired  under the 2006 Plan.  Shares of Common Stock acquired by such officers
and directors under any of those Plans, through the exercise of stock options or
an award of restricted stock, may be resold by them using this Prospectus.

<PAGE>

                                                             Common     Common
Name                 Position With The Company               Shares     Shares
                                                             Owned      Optioned

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

Marry L. Brumbaugh   Vice President - Tubular Products       2,468      25,000

Samuel K. Fisher     Senior Vice President - Rail            9,918

Donald L. Foster     Senior Vice President -  Construction     -        41,250

Lee B. Foster II     (Director) Chairman of the Board        198,641    160,000

Stan L. Hasselbusch  President, Chief Executive Officer and  62,870     170,000
                     Director

John F. Kasel        Sr. Vice President - Operations and     275        25,000
                     Manufacturing

Gregory W. Lippard   Vice President - Rail Product Sales     1,863        -

Henry J. Massman IV  Director                                17,829     40,000

G. Thomas McKane     Director                                3,500        -

David J. Russo       Senior Vice President, Chief Financial  3,669      35,000
                     Officer and Treasurer

Diane B. Owen        Director                                12,046     20,000

Linda K. Patterson   Controller                              3,493      15,000

John W. Puth         Director                                30,746     50,000

William H. Rackoff   Director                                46,246     40,000

David L. Voltz       Vice President, General Counsel and     20,473     31,000
                     Secretary


                                  LEGAL OPINION

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


                       DOCUMENTS INCORPORATED BY REFERENCE

     The Company's  Annual  Report on Form I0-K for the year ended  December 31,
2005,  its  Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006,
its report on Form 8-K dated April 27, 2006, its report on Form 8-K dated May 9,
2006 and its report on Form 8-K dated May 24, 2006, and the  descriptions of its
Common Stock,  $.01 par value, and Common Stock purchase rights contained in the
Company's  Registration  Statements  on  Form  8-A as may  from  time to time be
amended,  all  as  filed  with  the  Securities  and  Exchange  Commission,  are
incorporated  herein by  reference.  In  addition,  all  documents  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934 after the date of this Prospectus,  and prior to the filing
of a  post-effective  amendment  to the  Registration  Statement  of which  this
Prospectus  forms a part which  indicates  that all  securities  covered by this
Prospectus  have  been  sold or  which  deregisters  all  such  securities  then
remaining unsold,  shall be deemed to be incorporated herein by reference and to
be a part hereof  from the date of filing of such  documents.  The Company  will
provide without charge to each person,  including any beneficial  owner, to whom
this Prospectus has been delivered,  upon written or oral request, a copy of any
and  all of the  documents  incorporated  by  reference  herein  (not  including
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such  documents).  Requests for such documents should be directed
to  David  L.  Voltz,  Secretary,  L. B.  Foster  Company,  415  Holiday  Drive,
Pittsburgh, PA 15220, telephone number (412) 928-3431.

<PAGE>



                              L. B. FOSTER COMPANY

              1985 Long-Term Incentive Plan as Amended and Restated

              1998 Long-Term Incentive Plan as Amended and Restated

                           2006 Omnibus Incentive Plan

No person is authorized to give any  information  or to make any  representation
not contained in this Prospectus in connection with the offer contained  herein,
and if given or made, such  information or  representation  not contained herein
must  not be  relied  upon  as  having  been  authorized  by the  company.  This
Prospectus does not constitute an offer of stock in any jurisdiction  where such
offer would be unlawful.  The delivery of this  Prospectus  at any time does not
imply that the  information  herein is correct as of any time  subsequent to its
date.

                                TABLE OF CONTENTS
                                                                       Page
                                                                       ----

Available Information..............................................     2
The 1985 Plan......................................................     2
    Eligibility....................................................     3
    Administration.................................................     3
    Stock Option Grants ...........................................     4
    Terms and Provisions of Stock Options .........................     4
    Exercise of Stock Options and Disposition of Shares............     5
    Miscellaneous Provisions ......................................     6
The 1998 Plan......................................................     6
    Administration.................................................     7
    General........................................................     7
    Automatic Stock Options........................................     8
    Discretionary Stock Options....................................     8
    Amendments and Termination.....................................     9
The 2006 Plan......................................................     9
    Administration.................................................     10
    Stock Options .................................................     10
    Stock Awards ..................................................     10
    Amendments and Termination.....................................     11
Certain Federal Income Tax Consequences ...........................     11
Outstanding Options and Restricted Stock ..........................     12
Certain Selling Securityholders....................................     13
Legal Opinion......................................................     15
Documents Incorporated By Reference ...............................     15


                         Prospectus dated June 14, 2006

<PAGE>

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The required statements are included in the Prospectus.

Item 4.    Description of Securities.

           The Common Stock is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts and Counsel.

           None

Item 6.    Indemnification of Directors and Officers.

           Section 6.01 of the Company's By-Laws provides, in part, that the
Company shall, to the fullest extent  permitted by Pennsylvania  law,  indemnify
its  officers  and  directors  in  connection  with any  actual,  threatened  or
completed action, suit or proceeding arising out of their service to the Company
or to another entity at the request of the Company.

Item 7.    Exemption from Registration Claimed.

           No "restricted" securities will be reoffered or resold.

Item 8.    Exhibits.

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

    5          Opinion and consent of Klett Rooney Lieber & Schorling,
               a Professional Corporation, filed herewith.

    10.33.2    1985 Long-Term Incentive Plan as Amended and Restated,
               filed as Exhibit 10.33.2 to Form 10-Q for the Quarter
               Ended June 30, 2005 and incorporated herein by reference,
               and standard form of stock option agreement filed as part
               of Exhibit 10.33.2 to Form 10-Q for the quarter ended
               March 31, 1990 and incorporated herein by reference.**

    10.34      1998 Long-Term Incentive Plan as Amended and Restated,
               filed as Exhibit 10.34 to Form 10-Q for the Quarter Ended
               June 30, 2005 and incorporated herein by reference. **

    10.35      2006 Omnibus Incentive Plan, filed herewith. **

    23.        Consent of Independent Auditors, filed herewith.

     **Identifies  management  contract  or  compensatory  plan  or  arrangement
required to be filed as an Exhibit.

<PAGE>

Item 9.    Undertakings.

     The  Company  undertakes  to  deliver  or  cause to be  delivered  with the
prospectus  to each  optionee to whom the  prospectus is sent or given a copy of
the Company's  annual report to  shareholders  for its last fiscal year,  unless
such optionee  otherwise has received a copy of such report.  If the last fiscal
year  of the  Company  has  ended  within  120  days  prior  to  the  use of the
prospectus,  the annual report of the Company for the preceding  fiscal year may
be so  delivered,  but within such 120 day period the annual report for the last
fiscal  year  will be  furnished  to each such  optionee.  The  Company  further
undertakes to transmit or cause to be transmitted  to all persons  participating
in the 1998 Plan or the 2006 Plan, who do not otherwise receive such material as
shareholders of the Company, at the time and in the manner such material is sent
to  its  shareholders,  copies  of  all  reports,  proxy  statements  and  other
communications distributed to its shareholders generally.

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities Act of 1933, each filing of the Company'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
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     The  Company   undertakes  to  remove  from  registration  by  means  of  a
post-effective amendment any of the registered securities which remain unsold at
the termination of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the By-Laws 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  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 Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   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 the City of Pittsburgh, Commonwealth of Pennsylvania, on June 13,
2006.


                                                   L. B. FOSTER COMPANY
                                                    (Registrant)

                                                   By: /s/ David J. Russo
                                                   ----------------------
                                                   David J. Russo
                                                   Senior Vice President and
                                                   Chief Financial Officer
                                                   -------------------------

<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Stan L.  Hasselbusch,  David J. Russo and David L. Voltz,  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  on Form  S-8 and to file  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission under the Securities Act of 1933.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature                   Title                               Date
---------                   -----                               ----

/s/ Stan L. Hasselbusch
-----------------------
Stan L. Hasselbusch         President, Chief Executive          June 13, 2006
                            Officer and Director

/s/ Lee B. Foster II
---------------------
Lee B. Foster II            Director                            June 13, 2006

/s/ Henry J. Massman IV
-----------------------
Henry J. Massman IV         Director                            June 13, 2006

/s/ G. Thomas McKane
--------------------
G. Thomas McKane            Director                            June 13, 2006

/s/ Diane B. Owen
-----------------
Diane B. Owen               Director                            June 13, 2006

/s/ John W. Puth
----------------
John W. Puth                Director                            June 13, 2006

/s/ William H. Rackoff
----------------------
William H. Rackoff          Director                            June 13, 2006

/s/ David J. Russo
------------------
David J. Russo              Senior Vice President and           June 13, 2006
                            Chief Financial Officer
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8 OMNIBUS PLAN", "secsgml_size_bytes": 60350}]
{"company-data": {"conformed-name": "FOSTER L B CO", "cik": "0000352825", "assigned-sic": "5051", "irs-number": "251324733", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-135002", "film-number": "06904450"}, "business-address": {"street1": "415 HOLIDAY DR", "city": "PITTSBURGH", "state": "PA", "zip": "15220", "phone": "4129283431"}, "mail-address": {"street1": "415 HOLIDAY DR", "city": "PITTSBURGH", "state": "PA", "zip": "15220"}}
As filed with the Securities and Exchange Commission on June 14, 2006

                              Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                              L. B. FOSTER COMPANY
             (Exact name of registrant as specified in its charter)

            Pennsylvania                             25-1324733
      (State of incorporation)          (I.R.S. Employer Identification No.)

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

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

                              L. B. FOSTER COMPANY

                           2006 Omnibus Incentive Plan
                            (Full title of the plan)

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

                              DAVID L. VOLTZ, Esq.
                  Vice President, General Counsel and Secretary
                              L. B. Foster Company
                                415 Holiday Drive
                         Pittsburgh, Pennsylvania 15220
                     (Name and address of agent for service)

                                 (412) 928-3431
          (Telephone number, including area code, of agent for service)

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

                                    Copy to:
                             MICHAEL M. LYONS, Esq.
                         Klett Rooney Lieber & Schorling
                          40th Floor, One Oxford Centre
                         Pittsburgh, Pennsylvania 15219

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

                         CALCULATION OF REGISTRATION FEE

==================== ============ =============== ============= ================
                                   Proposed        Proposed
                     Amount        maximum         maximum
Title of securities  to be         offering price  aggregate
to be registered     registered    per share*      offering     Amount of
                                                   price*       registration fee
-------------------- ------------ --------------- ------------- ----------------
Common Stock,
$.01 par value       500,000 shs.  $24.06          $12,030,000  $1,287.21
==================== ============ =============== ============= ================

*Estimated  in  accordance  with Rule 457(c) solely for the purpose of computing
the  registration  fee, based on the average of the high and low prices for June
7, 2006 as reported in the Nasdaq National Market.

[The Prospectus  included herein is a combined  prospectus pursuant to Rule 429,
relating also to Registration  Statements  Nos.  33-17073,  33-35152,  33-79450,
333-81535  and  333-60488  and  contains  the Form S-3  information  required by
General  Instruction  C1 for  Form  S-8  in  order  for  affiliates  to use  the
Prospectus in reoffering  or reselling  stock  acquired by them pursuant to this
Registration  Statement  or  Registration  Statement  No.  33-17073,   33-35152,
33-79450, 333-81535 or 333-60488]
--------------------------------------------------------------------------------

                                   PROSPECTUS

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

                              L. B. FOSTER COMPANY

                                  Common Stock
                                ($.01 Par Value)

                       1,500,000 Shares Offered Under The
             1985 Long-Term Incentive Plan as Amended and Restated,

                        900,000 Shares Offered Under The
              1998 Long-Term Incentive Plan as Amended and Restated

                                       and

          500,000 Shares Offered Under The 2006 Omnibus Incentive Plan

This Prospectus relates to the offer and sale of shares of Common Stock of L. B.
Foster Company (the "Company") to certain present and former officers, directors
and employees of the Company and its subsidiaries pursuant to the 1985 Long-Term
Incentive  Plan as Amended and Restated  (the "1985 Plan"),  the 1998  Long-Term
Incentive  Plan as Amended and Restated (the "1998 Plan"),  and the 2006 Omnibus
Incentive Plan (the "2006 Plan").  Such persons  (including  "affiliates" of the
Company as defined  in Rule 405 under the  Securities  Act of 1933) may use this
Prospectus for the reoffer or resale of such shares in brokers'  transactions in
the over-the-counter market, in privately negotiated transactions, or otherwise,
and may be deemed to be  "underwriters" as defined in the Securities Act of 1933
with respect to such resales. The Company will receive none of the proceeds from
such resales.

The Common Stock is traded in the  over-the-counter  market and is quoted in the
Nasdaq National  Market  (Symbol:  FSTR).  The Company's  executive  offices are
located at 415 Holiday Drive,  Pittsburgh,  Pennsylvania 15220 and its telephone
number is (412) 928-3431.

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

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
              SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                         CONTRARY IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is June 14, 2006
AVAILABLE INFORMATION

     L. B.  Foster  Company  (the  "Company")  is subject  to the  informational
requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and regulations  thereunder (the "Exchange  Act"),  and in accordance  therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange Commission (the "Commission").  Such material can be read and copied by
the public at the Commission's  Public  Reference Room at 450 5th Street,  N.W.,
Washington,  D.C. 20549.  The public may obtain  information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330.

     This Prospectus,  which constitutes part of a Registration  Statement filed
by the Company with the Commission under the Securities Act of 1933, as amended,
omits  certain  of the  information  contained  in the  Registration  Statement.
Reference  is hereby  made to the  Registration  Statement  and to the  exhibits
relating  thereto for further  information  with  respect to the Company and the
securities  offered hereby. The Registration  Statement,  including the exhibits
filed or incorporated by reference as a part thereof,  may be inspected  without
charge at the Public  Reference Room of the Commission at 450 5th Street,  N.W.,
Washington,  D.C.  20549,  and copies may be  obtained  from the  Commission  at
prescribed  rates.  Statements  contained  herein  concerning  the provisions of
documents are necessarily  summaries of such documents,  and each such statement
is qualified in its entirety by reference to the copy of the applicable document
filed with the  Commission.  Further  information  about the 1985 Plan, the 1998
Plan and the 2006 Plan and their  administrators  may be obtained by  contacting
David L. Voltz, Secretary of the Company, whose address and telephone number are
set forth below.

     The Commission maintains an Internet web site that contains reports,  proxy
and information  statements,  and other  information  regarding issuers who file
electronically  with the  Commission,  such as the Company.  The address of that
site is http://www.sec.gov.

     If a copy of the  Company's  annual  report  to  shareholders  for the last
fiscal year was not furnished with this Prospectus, a copy of such report may be
obtained,  without charge,  from the Company upon written or oral request to: L.
B. Foster Company, David L. Voltz, Secretary, 415 Holiday Drive, Pittsburgh,  PA
15220,  telephone number (412) 928-3431.  Participants in the Plans will receive
copies of all reports, proxy statements and other communications  distributed to
shareholders of the Company.

                                  THE 1985 PLAN

     The 1985 Long-Term  Incentive Plan became effective January 1, 1985 and was
approved at the 1985 annual meeting of  stockholders.  The Board of Directors on
February 6, 1987  amended the Plan in a number of respects by adopting  the 1985
Long-Term Incentive Plan as Amended and Restated, which was approved at the 1987
annual meeting of stockholders.  At the 1990 annual meeting the Plan was amended
by increasing  from 800,000 to 1,000,000 the maximum  number of shares  issuable
upon the exercise of options or stock appreciation  rights. The Plan was further
amended July 30, 1992 to bring the Plan in compliance  with the  requirements of
Rule 16b-3 (as amended May 1, 1991) under the  Securities  Exchange Act of 1934,
as amended,  and remove certain  restrictions and procedures which are no longer
necessary  in order to comply with that Rule.  The July 1992  amendments  had no
effect on stock options granted prior to those amendments,  except to the extent
that the stock option agreement may be amended in writing in accordance with the
Plan. At the 1994 annual  meeting the  stockholders  approved  amendments to the
Plan which increased from 1,000,000 to 1,500,000 the maximum number of shares of
common stock issuable upon the exercise of options or stock appreciation  rights
and extended from January 1, 1995 to January 1, 2005 the termination date of the
Plan. Finally, on May 25, 2005 the Plan was amended by deleting the authority to
award stock  appreciation  rights  ("SARs") to  optionees.  No SARs or Incentive
Stock Options were awarded under the Plan. The 1985 Long-Term  Incentive Plan as
Amended and Restated is hereinafter referred to as the "1985 Plan".

     The 1985 Plan expired January 1, 2005; however, stock options granted prior
to the  expiration  date remain in effect in  accordance  with their terms.  The
purpose of the 1985 Plan was to provide  financial  incentives  for selected key
personnel and directors of the Company and its  subsidiaries,  thereby promoting
the long-term growth and financial  success of the Company by (i) attracting and
retaining personnel and directors of outstanding ability, (ii) strengthening the
Company's  capability  to develop,  maintain  and direct a competent  management
team, (iii) motivating key personnel to achieve long-range performance goals and
objectives and (iv) providing incentive compensation  opportunities  competitive
with those of other corporations.

     The 1985 Plan was  neither  qualified  under  Section  401 of the  Internal
Revenue Code nor subject to any  provisions  of the Employee  Retirement  Income
Security Act of 1974.

     The  following  summary of the 1985 Plan is  qualified  in its  entirety by
reference to the 1985 Plan,  copies of which have been filed with the Commission
and furnished to the recipients of stock options.

Eligibility

     The 1985 Plan  authorized  the  granting of stock  options to officers  and
employees  of  the  Company  and  its  subsidiaries  who  occupied   responsible
executive,  professional or administrative positions and who had the capacity to
contribute  to the  success  of the  Company.  Options  could also be granted to
directors  of the Company and its  subsidiaries  who were not  employees  of the
Company or a  subsidiary.  Employees  were  required  to be in grade level 15 or
above or otherwise selected for participation.  As of June 7, 2006 there were 16
participants in the 1985 Plan.

Administration

     Awards to participants are  administered by a committee  composed of two or
more directors of the Company, each of whom is a "non-employee  director" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
(the  "Committee").  Members of the  Committee are appointed by and serve at the
pleasure  of the  Board of  Directors.  The  Committee  was  authorized,  in its
discretion  but within the  parameters  set forth in the 1985 Plan, to determine
those officers,  employees and directors who would receive awards, the number of
shares to be optioned  and the time or times when awards  would be made,  and to
grant such awards.  The  Committee  is  authorized  to  interpret  the terms and
provisions of the 1985 Plan. The Committee's  interpretations  of the awards are
final and  conclusive as to all  interested  parties.  The Committee has general
authority to interpret  the Plan and  establish  rules and  regulations  for its
administration.  As of the date of this Prospectus, the members of the Committee
were John W. Puth,  J.W.  Puth  Associates,  5215 Old Orchard Road,  Skokie,  IL
60077, William H. Rackoff, ASKO, Inc. 501 West 7th Avenue,  Homestead, Pa 15120,
Henry J. Massman IV,  Massman  Construction  Co.,  8901 State Line Road,  Kansas
City, MO 64114 and G. Thomas McKane, c/o L.B. Foster Company, 415 Holiday Drive,
Pittsburgh, PA 15220.

Stock Option Grants

     Up to  1,500,000  shares of Common  Stock of the  Company  may be issued or
delivered by the Company under the 1985 Plan, which may include  newly-issued or
treasury shares. The number and kind of shares that may be issued, the number of
shares subject to outstanding  options,  the exercise (purchase) price per share
and other relevant  provisions  are subject to appropriate  adjustment for stock
splits, stock dividends,  reverse splits,  recapitalizations,  a merger in which
the Company is the surviving  corporation or other similar capital changes. Such
adjustment shall be as determined by the Board of Directors, whose determination
shall be binding on all persons.

     Nonqualified  stock options.  The stock options granted under the 1985 Plan
are  "nonqualified"  in that they do not qualify as  "incentive  stock  options"
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").

Terms and Provisions of Stock Options

     The Committee was authorized to determine the terms and provisions of stock
options granted under the 1985 Plan,  provided that (a) the exercise price could
not be less than the fair market  value (as defined) of the stock on the date of
grant,  as determined by the Committee,  and (b) the option must expire no later
than ten years from the date of grant. The terms and provisions of option grants
were not required to be uniform.  Unless otherwise  provided in the stock option
agreement,  (a) the options are exercisable in cumulative annual installments in
the amount of 25% of the shares optioned, commencing on the first anniversary of
the  grant,  (b) in the  case of  death,  the  option  may be  exercised  by the
optionee's  legal  representative  within 12 months after the date of death, but
only to the extent the option was  exercisable at the time of death,  (c) in the
case of retirement with the consent of the Company or Permanent Disability,  the
option may be exercised within three years after termination of service for such
reason,  but only to the extent that the option was  exercisable  at the time of
such  termination of service and (d) if the optionee's  service with the Company
or a  subsidiary  of the  Company  terminates  for any reason  other than death,
retirement with the consent of the Company or Permanent Disability,  all options
held by the  optionee  will  immediately  terminate  and may not  thereafter  be
exercised;  provided,  however,  that if the optionee's  service terminates more
than four years after the grant of the option and if the  optionee's  service is
not terminated for "cause",  the optionee may exercise the option within 30 days
after such termination of service.  Notwithstanding  the foregoing,  in no event
may any option be exercised  after the  expiration of ten years from the date on
which it was granted.  "Cause"  includes  willful or gross  neglect of duties or
willful misconduct in the performance of duties, so as to cause material harm to
the Company or any  subsidiary as  determined by the Board of Directors;  fraud,
misappropriation  or embezzlement in the performance of duties; or conviction of
a  felony  which,  as  determined  in good  faith  by the  Board  of  Directors,
constitutes a crime  involving  moral  turpitude and results in material harm to
the Company or a subsidiary.

     The Committee is  authorized  to determine  whether an optionee has retired
from service or has suffered Permanent  Disability,  and its determination shall
be binding on all concerned. In the sole discretion of the Committee, a transfer
of service to an affiliate of the Company other than a subsidiary of the Company
may be deemed retirement from service with the consent of the Company. Except as
otherwise provided in the stock option agreement,  an optionee's service will be
treated as  continuing  while the optionee is on military  leave,  sick leave or
other  bona fide leave of absence if the period of such leave does not exceed 90
days or, if longer,  the optionee's  right to reestablish  his or her service is
guaranteed  by statute or by  contract;  absent such  statute or  contract,  the
optionee's  service  will be deemed to have  terminated  on the 91st day of such
leave.  The Committee is also authorized,  in its discretion,  to accelerate the
date on which an option may be exercised, if it determines that to do so will be
in the best interests of the Company and the optionee.

     Stock  option  agreement.  Each stock option is evidenced by a stock option
agreement in such form and containing such provisions, not inconsistent with the
provisions of the 1985 Plan, as the Committee approved. The terms and provisions
of such  agreements  were not  required  to be  uniform.  Each  optionee  should
therefore  refer to his or her own  stock  option  agreement  for the  terms and
provisions of the option.

Exercise of Stock Options and Disposition of Shares

     Manner of exercise. Stock options may be exercised by giving written notice
of exercise to the Company specifying the number of shares to be purchased.  The
notice of exercise  must be  accompanied  by (a) payment in full of the exercise
price in cash or by certified or  cashier's  check or (b) a copy of  irrevocable
instructions  to a broker to promptly  deliver to the Company the amount of sale
or loan proceeds sufficient to cover the exercise price.

     Conditions  to delivery of shares.  The Company  will not be  obligated  to
deliver  any shares  upon the  exercise  of an option  unless and until,  in the
opinion of the Company's counsel,  all applicable federal,  state and other laws
and regulations have been complied with. If the outstanding stock at the time of
exercise is listed on any stock  exchange,  no delivery  will be made unless and
until the shares to be delivered have been listed or authorized for listing upon
official  notice of issuance on such  exchange.  Nor will delivery be made until
all other legal matters in  connection  with the issuance and delivery of shares
have been  approved  by the  Company's  counsel.  In this  regard,  and  without
limiting  the  generality  of the  foregoing,  the Company may require  from the
optionee or the optionee's legal  representative such investment  representation
or such  agreement,  if any,  as legal  counsel  for the  Company  may  consider
necessary in order to comply with the  Securities  Act of 1933, as amended,  the
securities  laws of any  state  and  the  regulations  thereunder,  certificates
evidencing  the shares may be  required  to bear a  restrictive  legend,  a stop
transfer  order  may be  placed  with  the  transfer  agent,  and  there  may be
restrictions as to the number of shares that can be resold during a given period
of time and the manner of sale.  Optionees or their legal  representatives  must
take  any  action  reasonably  requested  by the  Company  in  order  to  effect
compliance  with all applicable  securities laws and regulations and any listing
requirements.

     Notice of disposition of shares. Each optionee must notify the Company when
any disposition of optioned shares, whether by sale, gift or otherwise,  is made
by the optionee.

Miscellaneous Provisions

     Nontransferability.  No  stock  option  awarded  under  the  1985  Plan  is
transferable  by the  optionee  other  than by will or the laws of  descent  and
distribution.  Any transfer contrary to this restriction will nullify the award.
Options are exercisable  during the optionee's  lifetime only by the optionee or
the optionee's legal representative.

     Shareholder rights. An optionee has no rights as a shareholder with respect
to any stock  covered by his or her option until the issuance to the optionee of
a stock certificate representing such stock.

     No right to employment.  Neither the establishment of the 1985 Plan nor any
action taken by the Company,  the Board,  or the Committee  under the 1985 Plan,
nor any  provision of the 1985 Plan,  shall be construed as giving to any person
the right to be retained in the service of the Company or any subsidiary.

     Consolidation  or merger.  In the event of a  consolidation  or a merger in
which the Company is not the surviving corporation, or any other merger in which
the  shareholders  of the Company  exchange their shares of stock in the Company
for stock of another corporation, or in the event of complete liquidation of the
Company,  or in the case of a tender offer  accepted by the Board of  Directors,
all outstanding options will thereupon  terminate,  provided that the Board may,
prior to the effective date of any such consolidation or merger, either (a) make
all  outstanding  options  immediately  exercisable  or (b)  arrange to have the
surviving  corporation grant to the optionees replacement options on terms which
the Board determines to be fair and reasonable.

     Amendments.  The Board of Directors  may at any time amend the 1985 Plan or
amend any outstanding  option for the purpose of satisfying the  requirements of
any changes in applicable laws or regulations or for any other purpose which may
at the time be permitted by law, provided that no such amendment shall result in
Rule 16b-3 under the  Securities  Exchange  Act of 1934,  as  amended,  becoming
inapplicable  to any options or without the approval of the  shareholders of the
Company (a)  increase  the maximum  number of shares of common  stock  available
under the 1985 Plan (subject to adjustment as explained  above),  (b) reduce the
exercise  price of options below the prices  provided for in the 1985 Plan,  (c)
extend the time within which options may be granted, or (d) extend the period of
an  outstanding  option  beyond ten years from the date of grant.  No  amendment
shall  adversely  affect the rights of any optionee under any award  theretofore
granted except upon the optionee's written consent to such amendment. Amendments
requiring the approval of  shareholders  may be effected by the Board subject to
such approval.

                                  THE 1998 PLAN

     On October 23,  1998,  the Board of  Directors  adopted the 1998  Long-Term
Incentive  Plan  which  provided  for the  issuance  of options to acquire up to
25,000 shares of the Company's common stock. Options to acquire 25,000 shares of
common stock were subsequently  awarded to outside directors of the Company.  On
February  24,  1999,  the Board of  Directors  adopted,  subject to  shareholder
approval,  an amended and restated 1998 Long-Term  Incentive  Plan which,  among
other things, increased the number of shares of Common Stock which may be issued
under  that  Plan from  25,000  to  450,000.  On  February  2, 2001 the Board of
Directors  adopted,  subject to  shareholder  approval,  a further  amended  and
restated  1998  Long-Term  Incentive  Plan which  increased the number of shares
which  may be  issued  under the Plan from  450,000  to  900,000.  That Plan was
approved at the annual meeting of  shareholders on May 9, 2001. On May 25, 2005,
the Plan was amended by deleting the authority to award SARs or Incentive  Stock
Options to participants and in certain other respects (as so amended,  the "1998
Plan").  No SARs or Incentive  Stock  Options  have been awarded  under the 1998
Plan. The Plan will expire on October 22, 2008,  unless terminated on an earlier
date by the Board.  As of June 7, 2006 there  were 31  participants  in the 1998
Plan.

     The  purpose  of the  1998  Plan is to  provide  financial  incentives  for
selected  key  personnel  and  directors  and to  enable  the  Company  to offer
competitive compensation to them.

     The  1998  Plan is  neither  qualified  under  Section  401 of the Code nor
subject to any provisions of the Employee Retirement Income Security Act of 1974
("ERISA").

     The  following  summary of the 1998 Plan is  qualified  in its  entirety by
reference to the 1998 Plan,  copies of which have been filed with the Commission
and furnished to the recipients of stock options.

Administration

     The 1998 Plan is  administered  by a Committee  consisting of either (a) at
least two  "non-employee"  directors (within the meaning of Rule 16b-3 under the
Securities  Exchange  Act of  1934)  or (b) the full  Board  of  Directors.  The
Committee  currently consists of Henry J. Massman IV, G. Thomas McKane,  John W.
Puth and William H. Rackoff.  Within the  parameters set forth in the 1998 Plan,
the Committee  has the  authority to determine  those key employees or directors
who shall  receive a  discretionary  award and the terms and  conditions of each
such award.  The Committee may also prescribe  regulations  for the operation of
the 1998 Plan and interpret the 1998 Plan and option agreements issued under the
1998  Plan.  In  addition  to  discretionary   awards  made  by  the  Committee,
non-employee directors were automatically awarded options to acquire up to 5,000
shares of Common Stock after each annual shareholders  meeting.  These automatic
awards, which have been discontinued, are described below under "Automatic Stock
Options."

General

     Up to 900,000 shares of Common Stock of the Company may be issued under the
1998 Plan,  which may  include  newly  issued or  treasury  shares.  An option's
exercise  price must be at least the fair market  value of the shares on the day
the option is granted. Each option must be evidenced by a stock option agreement
in a form  prescribed by the Committee.  Options granted under the 1998 Plan are
not transferable other than by will or the laws of descent and distribution.

     Options  may be  exercised  by giving  written  notice of  exercise  to the
Company specifying the number of shares to be purchased.  The notice of exercise
must be  accompanied  by (a)  payment  in full of the  exercise  price  in cash,
certified check or other medium acceptable to the Company in its sole discretion
or (b) a copy of irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan  proceeds  sufficient  to cover the  exercise
price.

     The number of shares that may be issued  under the 1998 Plan and the number
and price of shares  subject to  outstanding  options are subject to appropriate
adjustment for stock splits, stock dividends, reverse splits,  reclassifications
and other similar events.

     Each  optionee  must notify the Company  when any  disposition  of optioned
shares, whether by sale, gift or otherwise, is made by the optionee.

     Awards under the 1998 Plan consist of "non-qualified" stock options in that
they do not qualify as "incentive  stock options"  within the meaning of Section
422 of the Code.

Automatic Stock Options

     Immediately  after each annual meeting of shareholders,  each  non-employee
director who was elected at the meeting or whose term in office  continued after
the meeting was  automatically  granted an option to purchase up to 5,000 shares
of Common  Stock,  subject to  adjustment  for any future  stock  splits,  stock
dividends,  reverse  splits,  reclassifications  or other  similar  events  (the
"Automatic  Options").  The Automatic  Options have an exercise  price per share
equal to the fair market  value of the Common  Stock on the date of the meeting,
have a term of ten years and were immediately exercisable.

     When a director has served less than five years,  the director may exercise
his or her Automatic  Options only within one year after termination of service,
unless  the  director's  service  is  terminated  due to  death,  disability  or
retirement  with the  consent of the  Company,  in which case the options may be
exercised  during their full ten year term. A director who has served five years
or longer may exercise his or her Automatic  Options  during their full ten year
term.  Notwithstanding the foregoing, if a director is removed for cause, all of
his or her Automatic Options shall immediately  terminate.  On May 24, 2006, the
Company's  shareholders  approved the 2006 Omnibus  Incentive  Plan and the 1998
Plan was amended so that automatic stock options awards are no longer made.

Discretionary Stock Options

     In addition to the Automatic  Options,  stock options may be granted to key
personnel and  directors,  including  both employee  directors and  non-employee
directors,  in  the  discretion  of  the  Committee  ("Discretionary  Options").
Discretionary  Options  granted to  directors  are  hereinafter  referred  to as
"Director  Options."   Discretionary   Options  are  subject  to  the  following
provisions of the 1998 Plan,  and the terms and  provisions of such options need
not be uniform:

     Eligibility.  Discretionary  Options  may be  granted by the  Committee  to
directors  or to key  employees  who  occupy  a  responsible  executive,  sales,
professional or  administrative  position and, in the Committee's view, have the
capacity  to  contribute  to the  success of the  Company.  In  addition  to the
Company's  non-employee  directors,  the Company has approximately 90 employees,
out of approximately  645 total  employees,  whose grade level makes them likely
candidates for option awards.

     Exercise Price. The exercise price of  Discretionary  Options is determined
by the Committee, but shall be not less than the fair market value of the Common
Stock on the date of grant.

     Term. The term of Discretionary Options is determined by the Committee, but
shall not  exceed ten years from the date of grant.  Director  Options  have the
same  early-termination  provisions as Automatic Options. The  early-termination
provisions of the 1998 Plan as to all other  Discretionary  Options are the same
as those of the 1985 Plan.  See "THE 1985 PLAN - Terms and  Provisions  of Stock
Options."

     Vesting.  Options granted to outside directors are immediately exercisable.
Except as otherwise  provided in the option agreement,  all other  Discretionary
Options may be exercised in cumulative annual installments,  each for one-fourth
of the total optioned shares, commencing one year from the date of grant.

Amendments and Termination

     The  Board of  Directors  may at any time  amend the 1998 Plan or amend any
outstanding option for purposes of satisfying the requirements of any changes in
applicable laws or regulations or, in the case of Discretionary Options, for any
other purpose which may at the time be permitted by law; provided, however, that
no such  amendment  is  permissible  if it would  result in Rule 16b-3  becoming
inapplicable  to any options,  nor may any such amendment  adversely  affect the
rights of any participant in the 1998 Plan under any option theretofore  granted
to such participant except upon his or her written consent to such amendment.

     The Board may  terminate  the 1998 Plan at any time.  However,  awards made
prior to the expiration or termination of the 1998 Plan will remain in effect in
accordance with their terms. In the event of a consolidation  or merger in which
the Company is not the surviving  corporation,  or any other merger in which the
shareholders  of the Company  exchange  their shares of stock in the Company for
stock of another  corporation,  or in the event of complete  liquidation  of the
Company, or in the case of a tender offer accepted by the Board, all outstanding
stock options shall thereupon  terminate,  provided that the Board may, prior to
the  effective  date of any such  consolidation  or merger,  either (a) make all
outstanding options immediately exercisable or (b) arrange to have the surviving
corporation  grant to the  participants  replacement  options on terms which the
Board shall determine to be fair and reasonable.

                                  THE 2006 PLAN

     On March 3, 2006 the Board of Directors approved the 2006 Omnibus Incentive
Plan, subject to shareholder  approval.  The 2006 Plan provides for the issuance
of up to  500,000  shares of the  Company's  Common  Stock,  which  may  include
newly-issued  or treasury  shares,  through the exercise of stock options or the
award of  restricted  shares of Common  Stock.  The purposes of the Plan include
motivating employees and directors to achieve long-term performance goals and to
provide such employees and directors  with  competitive  compensation.  The 2006
Plan is  neither  qualified  under  Section  401 of the Code nor  subject to any
provisions of ERISA.  As of June 1, 2006,  there were 5 participants in the 2006
Plan.

Administration

     The Plan is  administered  by a committee (the  "Committee")  consisting of
either (a) at least two  "non-employee"  directors  (within  the meaning of Rule
16b-3  under  the  Securities  Exchange  Act of 1934)  or (b) the full  Board of
Directors.  The Compensation Committee of the Board, which currently consists of
Messrs.  Massman,  McKane,  Puth and Rackoff,  currently  administers  the Plan.
Within the  parameters set forth in the Plan, the Committee has the authority to
determine  those key employees  and directors who shall receive a  discretionary
award and the terms and  conditions  of each such award.  The Committee may also
prescribe  regulations  for the operation of the Plan and interpret the Plan and
option or restricted  stock  agreements  issued under the Plan.  These automatic
awards are described  below.  Stock options and stock awards may be granted,  in
the  Committee's  discretion,  to key personnel and  directors,  including  both
employee and  non-employee  directors in the discretion of the Committee.  Stock
options and stock  awards  granted to  non-employee  directors  are  hereinafter
respectively  referred to as  "Director  Options"  and  "Director  Awards."  The
provisions of stock options and stock awards need not be uniform.

Stock Options

     The exercise  price of stock options is determined  by the  Committee,  but
shall be not less than the last  reported  sale price of the Common Stock on the
NASDAQ  National  Market on the date of grant.  The exercise price is payable in
cash  or  other  medium  acceptable  to the  Company.  The  term of  options  is
determined  by the  Committee,  but shall not  exceed ten years from the date of
grant.

     Except as otherwise provided in the option agreement,  options,  other than
Director  Options,  will  terminate 30 days after  termination of the optionee's
employment  with  the  Company  for  any  reason  other  than  death,  permanent
disability or retirement with the consent of the Company.  Director  Options are
immediately  exercisable  for a period of ten years  from the date of the award.
Except as  otherwise  provided  in the  option  agreement,  other  discretionary
options may be exercised in cumulative annual installments,  each for one-fourth
of the total optioned shares, commencing one year from the date of grant.

Stock Awards

     Commencing with the May 24, 2006 annual meeting,  at each annual meeting of
shareholders each non-employee director automatically will be granted a Director
Award of 3,500 shares of fully vested Common Stock.

     Awards may also be granted to key personnel and directors in the discretion
of the Committee.  Such stock awards will become vested and/or saleable pursuant
to the terms of the applicable stock award agreement approved by the Committee.

Amendments and Termination

     The Board may at any time  amend  the Plan or amend any  outstanding  award
agreement for the purpose of satisfying  any legal  requirement or for any other
legal  permissible  purpose;  provided  that an  amendment  shall  not be deemed
permissible if it would result in Rule 16b-3 under the  Securities  Exchange Act
of 1934, as amended,  being  inapplicable to any award.  The Board may terminate
the Plan at any time, but no such termination  shall adversely affect the rights
of any participant  under any award previously  granted in which the participant
has a vested interest, except upon his or her written consent.

     In the event of a stock dividend,  recapitalization  or merger in which the
Company is the surviving corporation or other similar capital change, the number
and shares of stock then  outstanding or to be awarded  thereunder,  the maximum
number of shares of stock or  securities  which may be issued on the exercise of
options granted under the Plan, the exercise price and other relevant provisions
shall be appropriately adjusted by the Board. In the event of a consolidation or
a merger in which the  Company is not the  surviving  corporation,  or any other
merger in which the  shareholders of the Company  exchange their shares of stock
in the Company for stock of another  corporation,  or in the event of a complete
liquidation  of the Company,  or in the case of a tender  offer  accepted by the
Board of Directors, all outstanding options shall thereupon terminate,  provided
that the Board may,  prior to the effective  date of any such  consolidation  or
merger, either (i) make all outstanding options immediately  exercisable or (ii)
arrange to have the surviving corporation grant to the participants  replacement
options on terms which the Board shall determine to be fair and reasonable.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Under the  Internal  Revenue  Code of 1986 as in effect on the date of this
Prospectus,  there is no taxable income to an optionee when an option is granted
to him or her under the 1985, the 1998 or the 2006 Plan; however,  upon exercise
of the option,  the excess of the fair market value of the underlying  shares on
the date of  exercise  over the option  exercise  price for such  shares will be
taxable to the  optionee as ordinary  income.  The Company will be entitled to a
corresponding  tax deduction for any amounts which are taxable to an optionee as
ordinary  income.  If at any time an optionee is treated as  receiving  ordinary
income  and at that  time he or she is  employed  by the  Company  or any of its
affiliates,  the Company may be required to withhold  federal  income  taxes and
also may be  required  to withhold  contributions  under the  Federal  Insurance
Contributions Act (FICA) from either the source of such ordinary income or other
income payable to the optionee.  In addition,  whenever stock is to be delivered
to an  optionee,  the Company may (a) require the optionee to remit an amount in
cash  sufficient  to  satisfy  all  federal,  state and  local  tax  withholding
requirements  related  thereto,  (b) withhold  such  required  withholding  from
compensation  otherwise  due to the optionee or (c) any  combination  of (a) and
(b).

     A grantee will not recognize any income upon the grant of restricted  stock
if that stock is  subject to a  substantial  risk of  forfeiture  on the date of
grant,  unless the holder elects under Section 83(b) of the Code, within 30 days
of the grant, to recognize ordinary income in an amount equal to the fair market
value of the restricted  stock at the time of receipt,  less any amount paid for
the  shares.  If the  Section  83(b)  election  is made,  the holder will not be
allowed a deduction in the event that the shares are substantially forfeited. If
the election is not made, the holder will generally recognize ordinary income on
the date that the restricted stock is no longer subject to a substantial risk of
forfeiture,  in an amount equal to the fair market value of those shares on that
date,  less any amount  paid for the shares.  At the time the holder  recognizes
ordinary  income,  the Company  generally will be entitled to a deduction in the
same amount.  Generally,  upon a sale or other  disposition of restricted  stock
with respect to which the holder has recognized ordinary income (i.e., a Section
83(b) election was previously made) or the restrictions were previously removed,
the  holder  will  recognize  capital  gain or loss in an  amount  equal  to the
difference between the amount on that sale or other disposition and the holder's
basis in those shares.

     Because  of  the  complexity  of  the  federal  income  tax  laws  and  the
possibility of changes therein, and because the tax consequences to a particular
participant  will at least in part  depend  upon his or her  personal  financial
situation,  participants are urged to consult their personal tax advisors before
exercising  their options or reselling  shares acquired under the 1985 Plan, the
1998 Plan or the 2006 Plan.  Participants should also consult their personal tax
advisors as to the state,  local and  federal  estate tax  consequences  of such
transactions.

                    OUTSTANDING OPTIONS AND RESTRICTED STOCK

     The following table sets forth information concerning the stock options and
restricted stock outstanding at the date of this Prospectus under the 1985 Plan,
the 1998 Plan and the 2006 Plan.

                 Per Share       Expiration
Grant Date     Exercise Price      Date (1)     Percent Vested
----------     --------------      --------     --------------
a.  Options

07/30/97           4.875           07/29/07           100
08/13/98           5.25            08/12/08           100
10/14/98           3.9375          10/13/08           100
10/23/98           4.38            10/22/08           100
10/23/98           4.38 (2)        10/22/08           100
12/16/98           6.00            12/15/08           100
12/16/98           6.00 (2)        12/15/08           100
07/16/99           5.75            07/15/09           100
10/19/99           5.375 (2)       10/18/09           100
03/01/00           4.44            02/28/10           100
03/01/00           4.44 (2)        02/28/10           100
05/10/00           3.625 (2)       05/09/10           100
08/03/00           3.563(2)        08/02/10           100
02/02/01           2.75            02/01/11           100
02/02/01           2.75 (2)        02/01/11           100
05/09/01           3.65 (2)        05/08/11           100
12/12/01           4.75 (2)        12/11/11           100
05/15/02           5.50 (2)        05/14/12           100
07/26/02           4.30 (2)        07/25/12           75
12/10/02           4.10 (2)        12/09/12           75
05/13/03           4.23 (2)        05/12/13           75
05/26/04           7.81 (2)        05/25/14           100
10/22/04           8.01            10/21/14           25
12/13/04           9.30            12/12/14           25
02/16/05           9.29 (2)        02/15/15           25
05/25/05           8.97(2)         05/24/15           100
12/05/05           14.77(2)(4)     12/04/15           25

b.  Restricted Stock

05/24/06 (3)       N/A             N/A                100
-----------------
(1) Unless terminated on an earlier date as a result of termination of service,
    death or permanent disability, as more fully set forth in the stock option
    agreements.
(2) Granted under the 1998 Plan.
(3) Granted under the 2006 Plan.
(4) 25% to vest on each of 5/25/06, 5/25/07, 5/25/08 and 5/25/09.

     As of June 7, 2006,  options for 1,185,950  shares had been exercised under
the 1985 Plan and options for 418,575 shares had been  exercised  under the 1998
Plan. As of that date, no options had been granted under the 2006 Plan.

                         CERTAIN SELLING SECURITYHOLDERS

     The  following  table  sets  forth  information  as of  the  date  of  this
Prospectus concerning the officers and directors of the Company who hold options
granted under the 1985 Plan, the 1998 Plan or the 2006 Plan or restricted  stock
acquired  under the 2006 Plan.  Shares of Common Stock acquired by such officers
and directors under any of those Plans, through the exercise of stock options or
an award of restricted stock, may be resold by them using this Prospectus.
Common     Common
Name                 Position With The Company               Shares     Shares
                                                             Owned      Optioned

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

Marry L. Brumbaugh   Vice President - Tubular Products       2,468      25,000

Samuel K. Fisher     Senior Vice President - Rail            9,918

Donald L. Foster     Senior Vice President -  Construction     -        41,250

Lee B. Foster II     (Director) Chairman of the Board        198,641    160,000

Stan L. Hasselbusch  President, Chief Executive Officer and  62,870     170,000
                     Director

John F. Kasel        Sr. Vice President - Operations and     275        25,000
                     Manufacturing

Gregory W. Lippard   Vice President - Rail Product Sales     1,863        -

Henry J. Massman IV  Director                                17,829     40,000

G. Thomas McKane     Director                                3,500        -

David J. Russo       Senior Vice President, Chief Financial  3,669      35,000
                     Officer and Treasurer

Diane B. Owen        Director                                12,046     20,000

Linda K. Patterson   Controller                              3,493      15,000

John W. Puth         Director                                30,746     50,000

William H. Rackoff   Director                                46,246     40,000

David L. Voltz       Vice President, General Counsel and     20,473     31,000
                     Secretary

                                  LEGAL OPINION

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

                       DOCUMENTS INCORPORATED BY REFERENCE

     The Company's  Annual  Report on Form I0-K for the year ended  December 31,
2005,  its  Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006,
its report on Form 8-K dated April 27, 2006, its report on Form 8-K dated May 9,
2006 and its report on Form 8-K dated May 24, 2006, and the  descriptions of its
Common Stock,  $.01 par value, and Common Stock purchase rights contained in the
Company's  Registration  Statements  on  Form  8-A as may  from  time to time be
amended,  all  as  filed  with  the  Securities  and  Exchange  Commission,  are
incorporated  herein by  reference.  In  addition,  all  documents  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange Act of 1934 after the date of this Prospectus,  and prior to the filing
of a  post-effective  amendment  to the  Registration  Statement  of which  this
Prospectus  forms a part which  indicates  that all  securities  covered by this
Prospectus  have  been  sold or  which  deregisters  all  such  securities  then
remaining unsold,  shall be deemed to be incorporated herein by reference and to
be a part hereof  from the date of filing of such  documents.  The Company  will
provide without charge to each person,  including any beneficial  owner, to whom
this Prospectus has been delivered,  upon written or oral request, a copy of any
and  all of the  documents  incorporated  by  reference  herein  (not  including
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such  documents).  Requests for such documents should be directed
to  David  L.  Voltz,  Secretary,  L. B.  Foster  Company,  415  Holiday  Drive,
Pittsburgh, PA 15220, telephone number (412) 928-3431.
L. B. FOSTER COMPANY

              1985 Long-Term Incentive Plan as Amended and Restated

              1998 Long-Term Incentive Plan as Amended and Restated

                           2006 Omnibus Incentive Plan

No person is authorized to give any  information  or to make any  representation
not contained in this Prospectus in connection with the offer contained  herein,
and if given or made, such  information or  representation  not contained herein
must  not be  relied  upon  as  having  been  authorized  by the  company.  This
Prospectus does not constitute an offer of stock in any jurisdiction  where such
offer would be unlawful.  The delivery of this  Prospectus  at any time does not
imply that the  information  herein is correct as of any time  subsequent to its
date.

                                TABLE OF CONTENTS
                                                                       Page
                                                                       ----

Available Information..............................................     2
The 1985 Plan......................................................     2
    Eligibility....................................................     3
    Administration.................................................     3
    Stock Option Grants ...........................................     4
    Terms and Provisions of Stock Options .........................     4
    Exercise of Stock Options and Disposition of Shares............     5
    Miscellaneous Provisions ......................................     6
The 1998 Plan......................................................     6
    Administration.................................................     7
    General........................................................     7
    Automatic Stock Options........................................     8
    Discretionary Stock Options....................................     8
    Amendments and Termination.....................................     9
The 2006 Plan......................................................     9
    Administration.................................................     10
    Stock Options .................................................     10
    Stock Awards ..................................................     10
    Amendments and Termination.....................................     11
Certain Federal Income Tax Consequences ...........................     11
Outstanding Options and Restricted Stock ..........................     12
Certain Selling Securityholders....................................     13
Legal Opinion......................................................     15
Documents Incorporated By Reference ...............................     15

                         Prospectus dated June 14, 2006
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The required statements are included in the Prospectus.

Item 4.    Description of Securities.

           The Common Stock is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts and Counsel.

           None

Item 6.    Indemnification of Directors and Officers.

           Section 6.01 of the Company's By-Laws provides, in part, that the
Company shall, to the fullest extent  permitted by Pennsylvania  law,  indemnify
its  officers  and  directors  in  connection  with any  actual,  threatened  or
completed action, suit or proceeding arising out of their service to the Company
or to another entity at the request of the Company.

Item 7.    Exemption from Registration Claimed.

           No "restricted" securities will be reoffered or resold.

Item 8.    Exhibits.

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

    5          Opinion and consent of Klett Rooney Lieber & Schorling,
               a Professional Corporation, filed herewith.

    10.33.2    1985 Long-Term Incentive Plan as Amended and Restated,
               filed as Exhibit 10.33.2 to Form 10-Q for the Quarter
               Ended June 30, 2005 and incorporated herein by reference,
               and standard form of stock option agreement filed as part
               of Exhibit 10.33.2 to Form 10-Q for the quarter ended
               March 31, 1990 and incorporated herein by reference.**

    10.34      1998 Long-Term Incentive Plan as Amended and Restated,
               filed as Exhibit 10.34 to Form 10-Q for the Quarter Ended
               June 30, 2005 and incorporated herein by reference. **

    10.35      2006 Omnibus Incentive Plan, filed herewith. **

    23.        Consent of Independent Auditors, filed herewith.

     **Identifies  management  contract  or  compensatory  plan  or  arrangement
required to be filed as an Exhibit.
Item 9.    Undertakings.

     The  Company  undertakes  to  deliver  or  cause to be  delivered  with the
prospectus  to each  optionee to whom the  prospectus is sent or given a copy of
the Company's  annual report to  shareholders  for its last fiscal year,  unless
such optionee  otherwise has received a copy of such report.  If the last fiscal
year  of the  Company  has  ended  within  120  days  prior  to  the  use of the
prospectus,  the annual report of the Company for the preceding  fiscal year may
be so  delivered,  but within such 120 day period the annual report for the last
fiscal  year  will be  furnished  to each such  optionee.  The  Company  further
undertakes to transmit or cause to be transmitted  to all persons  participating
in the 1998 Plan or the 2006 Plan, who do not otherwise receive such material as
shareholders of the Company, at the time and in the manner such material is sent
to  its  shareholders,  copies  of  all  reports,  proxy  statements  and  other
communications distributed to its shareholders generally.

     The  Company  hereby  undertakes  that,  for  purposes of  determining  any
liability under the Securities Act of 1933, each filing of the Company'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
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     The  Company   undertakes  to  remove  from  registration  by  means  of  a
post-effective amendment any of the registered securities which remain unsold at
the termination of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the By-Laws 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  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 Act and will be governed by the final adjudication of
such issue.
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 the City of Pittsburgh, Commonwealth of Pennsylvania, on June 13,
2006.

                                                   L. B. FOSTER COMPANY
                                                    (Registrant)

                                                   By: /s/ David J. Russo
                                                   ----------------------
                                                   David J. Russo
                                                   Senior Vice President and
                                                   Chief Financial Officer
                                                   -------------------------
POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Stan L.  Hasselbusch,  David J. Russo and David L. Voltz,  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  on Form  S-8 and to file  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange Commission under the Securities Act of 1933.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                   Title                               Date
---------                   -----                               ----

/s/ Stan L. Hasselbusch
-----------------------
Stan L. Hasselbusch         President, Chief Executive          June 13, 2006
                            Officer and Director

/s/ Lee B. Foster II
---------------------
Lee B. Foster II            Director                            June 13, 2006

/s/ Henry J. Massman IV
-----------------------
Henry J. Massman IV         Director                            June 13, 2006

/s/ G. Thomas McKane
--------------------
G. Thomas McKane            Director                            June 13, 2006

/s/ Diane B. Owen
-----------------
Diane B. Owen               Director                            June 13, 2006

/s/ John W. Puth
----------------
John W. Puth                Director                            June 13, 2006

/s/ William H. Rackoff
----------------------
William H. Rackoff          Director                            June 13, 2006

/s/ David J. Russo
------------------
David J. Russo              Senior Vice President and           June 13, 2006
                            Chief Financial Officer