As filed with the Securities and Exchange Commission on October 19, 1998
                                                         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

                           Voluntary Investment Plan
             Retirement Savings Plan for Non-Union Hourly Employees
                           (Full titles of the plans)
                               ------------------
                              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 Lieber Rooney & Schorling
                         40th Floor, One Oxford Centre
                         Pittsburgh, Pennsylvania 15219
                              --------------------
                        CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed
                       Amount         maximum       maximum          Amount of
Title of securities    to be      offering price   aggregate       registration
to be registered     registered     per share*   offering price*        fee
-------------------------------------------------------------------------------
Common Stock,
$.01 par value     2,000,000 shs.   $3.94            $7,880,000         $2,325

*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
October 15, 1998 as reported in the NASDAQ National Market System.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         L.B.  Foster Company is  hereinafter  referred to as the "Company," the
Company's  Voluntary  Investment  Plan as Amended and  Restated  is  hereinafter
referred to as the "Investment Plan," and the Company's  Retirement Savings Plan
for Non-Union Hourly  Employees as Amended and Restated is hereinafter  referred
to as the  "Retirement  Plan." The Investment  Plan and the Retirement  Plan are
hereinafter collectively referred to as the "Plans."

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
registration statement:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  1997,   filed  with  the  Securities   and  Exchange   Commission
("Commission")  under the Securities Exchange Act of 1934, as amended ("Exchange
Act").

         (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarterly
periods  ended March 31, 1998 and June 30, 1998 and its Current  Reports on Form
8-K dated May 14 and June 9, 1998,  filed with the Commission under the Exchange
Act.

         (c) The descriptions of the Company's Common Stock, $.01 par value, and
Common Stock Purchase rights contained in the Company's Registration  Statements
on Form 8-A/A and Form 8-A,  respectively,  filed with the Commission  under the
Exchange Act.

         All  documents  filed by the Company or the Plans  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
registration  statement,  and prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which reregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this registration statement and to be part thereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not Applicable

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.

         The Company's  directors and officers currently are covered as insureds
under directors' and officers' liability insurance.  Such insurance,  subject to
an annual  renewal and certain  rights of the insurer to terminate,  provides an
aggregate  maximum of  $1,000,000  of coverage for directors and officers of the
Company and its subsidiaries for claims made during the policy period.

         Each Plan provides  that,  except to the extent  insured and except for
willful  misconduct,  the Company  shall  indemnify  any employee of the Company
against  any  liability  incurred  by  reason  of the  employee's  service  as a
fiduciary with respect to the Plan.

Item 7.  Exemption From Registration Claimed.

         No "restricted" securities will be reoffered or resold.

Item 8. Exhibits.

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

     4.1      Voluntary Investment Plan as Amended and Restated.

     4.1.1   Internal Revenue Service Determination Letter for Voluntary
             Investment Plan.

     4.2      Retirement Savings Plan for Non-Union Hourly Employees as Amended
              and Restated.

     4.2.1    Internal Revenue Service Determination letter for Retirement
              Savings Plan for Non-Union Hourly Employees.

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

     23       Consent of Ernst & Young LLP.

Item 9. Undertakings.

         The undersigned registrant undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide  offering  thereof.  The  registrant
further  undertakes  to remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.  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 indemnification provisions
described in Item 6, 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,  State of  Pennsylvania,  on October 19,
1998.
                                                      L.B. FOSTER COMPANY
                                                         (Registrant)

                                                      By:/s/Lee B. Foster
                                                      ----------------------
                                                      Lee B. Foster II
                                                      President

                               Power of Attorney

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Lee B. Foster II, Roger F. Nejes 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 dates indicated.

  Signature                  Title                                       Date

/s/Lee B. Foster        Director and Chairman of the Board,     October 16, 1998
--------------------    President and Chief Executive Officer
Lee B. Foster II


/s/John W. Puth         Director                                October 16, 1998
--------------------
John W. Puth


/s/William H. Rackoff  Director                                 October 16, 1998
---------------------
William H. Rackoff


/s/Richard L. Shaw     Director                                 October 16, 1998
--------------------
Richard L. Shaw


/s/Roger L. Nejes      Senior Vice President - Finance and      October 16, 1998
--------------------   Administration (Principal Financial
Roger F. Nejes         and Accounting Officer)



                                   The Plans

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrators of the Plans have duly caused this  registration  statement to be
signed on their behalf by the  undersigned,  thereunto duly  authorized,  in the
City of Pittsburgh, State of Pennsylvania, on October 19, 1998.

                                       L.B. FOSTER COMPANY VOLUNTARY
                                       INVESTMENT PLAN

                                       L.B. FOSTER COMPANY RETIREMENT
                                       SAVINGS PLAN FOR NON-UNION
                                       HOURLY EMPLOYEES
                                                (The Plans)

                                       By: /s/Linda M. Terpenning
                                       ---------------------------------
                                         Name:    Linda M. Terpenning
                                         Title:Vice President - Human Resources
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12629}]
{"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": "333-65885", "film-number": "98727768"}, "business-address": {"street1": "415 HOLIDAY DR", "city": "PITTSBURGH", "state": "PA", "zip": "15220", "phone": "4129283417"}, "mail-address": {"street1": "415 HOLIDAY DR", "city": "PITTSBURGH", "state": "PA", "zip": "15220"}}
As filed with the Securities and Exchange Commission on October 19, 1998
                                                         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

                           Voluntary Investment Plan
             Retirement Savings Plan for Non-Union Hourly Employees
                           (Full titles of the plans)
                               ------------------
                              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 Lieber Rooney & Schorling
                         40th Floor, One Oxford Centre
                         Pittsburgh, Pennsylvania 15219
                              --------------------
                        CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed
                       Amount         maximum       maximum          Amount of
Title of securities    to be      offering price   aggregate       registration
to be registered     registered     per share*   offering price*        fee
-------------------------------------------------------------------------------
Common Stock,
$.01 par value     2,000,000 shs.   $3.94            $7,880,000         $2,325

*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
October 15, 1998 as reported in the NASDAQ National Market System.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         L.B.  Foster Company is  hereinafter  referred to as the "Company," the
Company's  Voluntary  Investment  Plan as Amended and  Restated  is  hereinafter
referred to as the "Investment Plan," and the Company's  Retirement Savings Plan
for Non-Union Hourly  Employees as Amended and Restated is hereinafter  referred
to as the  "Retirement  Plan." The Investment  Plan and the Retirement  Plan are
hereinafter collectively referred to as the "Plans."

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
registration statement:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  1997,   filed  with  the  Securities   and  Exchange   Commission
("Commission")  under the Securities Exchange Act of 1934, as amended ("Exchange
Act").

         (b) The  Company's  Quarterly  Reports  on Form 10-Q for the  quarterly
periods  ended March 31, 1998 and June 30, 1998 and its Current  Reports on Form
8-K dated May 14 and June 9, 1998,  filed with the Commission under the Exchange
Act.

         (c) The descriptions of the Company's Common Stock, $.01 par value, and
Common Stock Purchase rights contained in the Company's Registration  Statements
on Form 8-A/A and Form 8-A,  respectively,  filed with the Commission  under the
Exchange Act.

         All  documents  filed by the Company or the Plans  pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  after  the  date  of  this
registration  statement,  and prior to the filing of a post-effective  amendment
which indicates that all securities  offered have been sold or which reregisters
all securities  then remaining  unsold,  shall be deemed to be  incorporated  by
reference in this registration statement and to be part thereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not Applicable

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.

         The Company's  directors and officers currently are covered as insureds
under directors' and officers' liability insurance.  Such insurance,  subject to
an annual  renewal and certain  rights of the insurer to terminate,  provides an
aggregate  maximum of  $1,000,000  of coverage for directors and officers of the
Company and its subsidiaries for claims made during the policy period.

         Each Plan provides  that,  except to the extent  insured and except for
willful  misconduct,  the Company  shall  indemnify  any employee of the Company
against  any  liability  incurred  by  reason  of the  employee's  service  as a
fiduciary with respect to the Plan.

Item 7.  Exemption From Registration Claimed.

         No "restricted" securities will be reoffered or resold.

Item 8. Exhibits.

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

     4.1      Voluntary Investment Plan as Amended and Restated.

     4.1.1   Internal Revenue Service Determination Letter for Voluntary
             Investment Plan.

     4.2      Retirement Savings Plan for Non-Union Hourly Employees as Amended
              and Restated.

     4.2.1    Internal Revenue Service Determination letter for Retirement
              Savings Plan for Non-Union Hourly Employees.

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

     23       Consent of Ernst & Young LLP.

Item 9. Undertakings.

         The undersigned registrant undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d) of the  Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  registration
statement  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide  offering  thereof.  The  registrant
further  undertakes  to remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.  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 indemnification provisions
described in Item 6, 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,  State of  Pennsylvania,  on October 19,
1998.
                                                      L.B. FOSTER COMPANY
                                                         (Registrant)

                                                      By:/s/Lee B. Foster
                                                      ----------------------
                                                      Lee B. Foster II
                                                      President

                               Power of Attorney

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints Lee B. Foster II, Roger F. Nejes 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 dates indicated.

  Signature                  Title                                       Date

/s/Lee B. Foster        Director and Chairman of the Board,     October 16, 1998
--------------------    President and Chief Executive Officer
Lee B. Foster II

/s/John W. Puth         Director                                October 16, 1998
--------------------
John W. Puth

/s/William H. Rackoff  Director                                 October 16, 1998
---------------------
William H. Rackoff

/s/Richard L. Shaw     Director                                 October 16, 1998
--------------------
Richard L. Shaw

/s/Roger L. Nejes      Senior Vice President - Finance and      October 16, 1998
--------------------   Administration (Principal Financial
Roger F. Nejes         and Accounting Officer)

                                   The Plans

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
administrators of the Plans have duly caused this  registration  statement to be
signed on their behalf by the  undersigned,  thereunto duly  authorized,  in the
City of Pittsburgh, State of Pennsylvania, on October 19, 1998.

                                       L.B. FOSTER COMPANY VOLUNTARY
                                       INVESTMENT PLAN

                                       L.B. FOSTER COMPANY RETIREMENT
                                       SAVINGS PLAN FOR NON-UNION
                                       HOURLY EMPLOYEES
                                                (The Plans)

                                       By: /s/Linda M. Terpenning
                                       ---------------------------------
                                         Name:    Linda M. Terpenning
                                         Title:Vice President - Human Resources