Registration Statement 5/9/01

       As filed with the Securities and Exchange Commission on May 9, 2001

                              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

             1998 Long-Term Incentive Plan as Amended and Restated
                            (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          Amount of
Title of securities   to be         offering price  aggregate        registra-
to be registered      registered    per share*      offering price*  tion fee
--------------------- ------------- --------------- ---------------- ----------
--------------------- ------------- --------------- ---------------- ----------
Common Stock,
$.01 par value        450,000 shs.  $ 3.63         $ 1,633,500         $408.38
--------------------- ------------- --------------- ---------------- ----------


*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 May 8,
2001 as reported in the Nasdaq National Market.

[This Registration Statement is filed pursuant to General Instruction E for Form
S-8 and relates to Registration Statement No. 333-81535, which is incorporated
herein. The Prospectus included herein is a combined prospectus pursuant to Rule
429, relating also to Registration Statements Nos. 33-17073, 33-35152 and
33-79450 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. 333-81535, 33-17073, 33-35152 or 33-79450]

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

                                   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

                                       And

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

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") and the 1998 Long-Term
Incentive Plan as Amended and Restated (the "1998 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 May 9, 2001.

                              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 and the 1998 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 Plan 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 have 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. Finally, 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. The 1985 Long-Term Incentive Plan as Amended and
Restated, as in effect at the date of this Prospectus, is hereinafter referred
to as the "1985 Plan".

The 1985 Plan will expire January 1, 2005 unless earlier terminated by the Board
of Directors; however, options and stock appreciation rights granted prior to
the expiration date will remain in effect in accordance with their terms. The
purpose of the 1985 Plan is 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 is 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 authorizes the granting of stock options and stock appreciation
rights ("SARs") to officers and employees of the Company and its subsidiaries
who occupy responsible executive, professional or administrative positions and
who have the capacity to contribute to the success of the Company. Options and
SARs may also be granted to directors of the Company and its subsidiaries who
are not employees of the Company or a subsidiary. Employees must be in grade
level 15 or above or otherwise selected for participation. As of May 8, 2001
there were 48 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 is authorized, in its
discretion but within the parameters set forth in the 1985 Plan, to determine
those officers, employees and directors who shall receive awards, the type of
award to be made, the number of shares to be optioned and the time or times when
awards shall be made, to grant such awards, and to interpret the terms and
provisions thereof. 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, 5215 Old Orchard Road, Skokie, IL 60077, William H. Rackoff, 3 Twin Pine
Court, Pittsburgh, PA 15215, and Richard L. Shaw, 360 Lincoln Avenue, Beaver, PA
15009.

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 and SARs, 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. Shares of stock subject to an option which for
any reason is canceled or terminated without having been exercised in full
(except for shares subject to an option canceled upon the exercise of a related
SAR) are again available for awards under the 1985 Plan.

Incentive stock options. Eligible employees of the Company and its subsidiaries
may be granted "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended ("ISOs"). The aggregate fair
market value (determined at the time the option is granted) of the stock with
respect to which ISOs are exercisable for the first time by an optionee during
any calendar year, under all plans of the optionee's employer corporation and
its parent and subsidiary corporations, cannot exceed $100,000. No ISO may be
granted to any employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any subsidiary. In addition, no ISO may be exercisable more than
three months after termination of the optionee's employment with the Company or
with a parent or subsidiary corporation of the Company, except that when such
employment is terminated because of permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 ("Permanent
Disability") or death, such period may be one year. As of the date of this
Prospectus, no ISOs had been granted under the Plan.

Nonqualified stock options. The 1985 Plan also authorizes the grant of stock
options which do not qualify as ISOs ("NSOs"). Such options may be granted to
eligible employees of the Company and its subsidiaries as well as to
non-employee officers and directors of the Company and its subsidiaries.


Terms and Provisions of Stock Options

The terms and provisions of stock options granted under the 1985 Plan are
determined by the Committee, provided that (a) the exercise price must be not
less than the fair market value (as defined) of the stock on the trading day
immediately preceding the date of grant, as determined by the Committee, (b) the
option must expire no later than ten years from the date of grant, and (c)
options intended as ISOs must comply with the applicable requirements as set
forth in "Incentive Stock Options" above. The terms and provisions of option
grants need not be uniform. Unless otherwise provided in the stock option
agreement, (a) such 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 or SAR 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 Plan, as the Committee shall approve. The terms and provisions
of such agreements need not be uniform. Each optionee should therefore refer to
his or her own stock option agreement for the terms and provisions of his
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 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.

Stock Appreciation Rights

Awards of SARs. At any time prior to six months before an option's expiration
date, the Committee may award to the optionee an SAR related to the option,
which represents the right to receive payment of an amount not greater than the
amount, if any, by which the fair market value (as defined) of the optioned
stock on the trading day immediately preceding the date of exercise of the SAR
exceeds the exercise price of the option. SARs are evidenced by either the stock
option agreement or a separate agreement with the Company.

Exercise of SARs. An SAR is exercisable only at the same time, to the same
extent and subject to the same conditions as the option related thereto is
exercisable, except that (a) the Committee may prescribe additional conditions
and limitations on the exercise of any SAR, including a maximum appreciation
value, (b) an SAR may be exercised only when the fair market value (as defined)
of the stock subject to the related option exceeds the exercise price of the
option and (c) an SAR is not exercisable during the first six months of its term
except in the event of death or Permanent Disability of the optionee prior to
the expiration of such six-month period. An SAR is exercisable only by written
notice to the Company, except that all SARs are automatically exercised on the
last trading day prior to the expiration of the related option (so long as the
fair market of the optioned stock at the time of exercise exceeds the exercise
price of the option) unless prior to such day the optionee instructs the Company
otherwise in writing. The exercise of an SAR cancels the related option.

Payment. Payment of the amount to which an optionee is entitled upon the
exercise of his SAR will be made in cash, Company stock or any combination
thereof, as the Committee determines at the time of the award. The Company stock
will be valued at its fair market value, as determined by the Committee. When in
the judgment of counsel to the Company an optionee is subject to Section 16 of
the Securities Exchange Act of 1934, as amended, with respect to any equity
securities of the Company, any election by such optionee to receive cash in
whole or in part upon the exercise of his SAR can be made only during the period
beginning on the third business day following the date of release by the Company
for publication of any quarterly or annual summary statement of its sales and
earnings and ending on the twelfth business day following such date of release,
and if the Committee has not determined the form of payment, any election to
exercise the SAR in whole or in part for cash is subject to the subsequent
approval or disapproval thereof by the Committee in its sole discretion.

Expiration.  Each SAR will expire on the date determined by the Committee at the
time of award, or, if later, upon the termination of the related option.

Miscellaneous Provisions

Nontransferability. No stock option or SAR 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 and SARs 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 and SARs 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 and SARs immediately exercisable or (b)
arrange to have the surviving corporation grant to the optionees replacement
options and SARs 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 or SARs may be granted, (d) extend the
period of an outstanding option beyond ten years from the date of grant or (e)
change the designation of the persons or classes of persons eligible to receive
awards under the 1985 Plan. 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 issuable under that Plan from
25,000 to 450,000. On February 2, 2001 the Board of Directors adopted, subject
to shareholder approval, an amended and restated 1998 Long-Term Incentive Plan
(the "1998 Plan")which increased the number of shares which may be issued under
that Plan from 450,000 to 900,000. The 1998 Plan was approved at the annual
meeting of shareholders on May 9, 2001 and will expire on October 22,2008,
unless terminated on an earlier date by the Board. As of May 8, 2001 there were
47 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 Internal Revenue
Code nor subject to any provisions of the Employee Retirement Income Security
Act of 1974.

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 John W. Puth, William H. Rackoff and Richard L.
Shaw. 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
automatically shall be awarded options to acquire up to 5,000 shares of common
stock after each annual shareholders meeting, beginning in the year 2000. These
automatic awards 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 closing market price of the shares on the day before
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. The aggregate fair market value (determined at the
time the option is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by a participant during any calendar
year (under all plans of the Company) shall not exceed $100,000.

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 incentive stock options ("ISOs") and
non-qualified stock options ("NSOs"). Under the current tax law, only NSOs may
be granted to non-employee directors.

Automatic Stock Options

Commencing in the year 2000, immediately after each annual meeting of
shareholders each non-employee director who is elected at the meeting or whose
term in office continues after the meeting is 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 last reported sale price of the common stock on the
Nasdaq National Market before the date of the meeting, have a term of 10 years
and are immediately exercisable. No stock appreciation rights may be awarded in
conjunction with an Automatic Option.

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.

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 93 employees, out of approximately 722
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 last reported sale price of the common
stock on the Nasdaq National Market before the date of grant.

Term. The term of Discretionary Options is determined by the Committee, but
shall not exceed 10 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. Director Options 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.

Stock Appreciation Rights. Stock appreciation rights ("SARs") may be awarded at
any time prior to six months before a Discretionary Option's expiration date,
and shall represent the right to receive payment of an amount not greater than
the amount, if any, by which the average of the reported high and low sales
prices of the Company's common stock on the trading day immediately preceding
the date of exercise of the SAR exceeds the option exercise price. An SAR is
exercisable only under the same terms and conditions as the option to which it
is related and is exercisable only when the value of a share of Company stock
subject to the option exceeds the option exercise price. Exercise of an SAR
cancels the related option. Unless the holder instructs otherwise, an SAR shall
automatically be exercised on the last trading day prior to expiration of the
related option.

See "THE 1985 PLAN - Stock Appreciation Rights" for further information
concerning the exercise and payment of SARs.

Amendments and Termination

The Board of Directors may at any time amend the 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 award 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 and SARs 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 and SARs immediately exercisable or (b) arrange to have
the surviving corporation grant to the participants replacement options and SARs
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 ISO is granted to
him or her under the 1985 or 1998 Plan or when the ISO is exercised. The excess,
however, of the fair market value of the underlying shares on the date of
exercise over the option exercise price will be taken into account as an
adjustment in determining whether the optionee is subject to the alternative
minimum tax for the year of exercise. Any such adjustment, however, may be added
to the optionee's tax basis for future alternative minimum tax purposes. If the
optionee does not dispose of the shares within one year of the date on which the
shares are transferred to him or her nor within two years of the date of option
grant, any gain realized upon the disposition will be taxable as long-term
capital gain. However, if the optionee does not satisfy the applicable holding
period, the excess of the fair market value of the shares on the date of
exercise over the option exercise price (but not exceeding the amount by which
the sale price of the shares exceeds the option exercise price) will be taxable
as ordinary income for the year in which the shares are disposed of. There is no
taxable income to a participant when an SAR or an NSO is granted to him or her
under the 1985 or 1998 Plan; however, upon the exercise of the SAR or NSO, 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).

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






                               OUTSTANDING OPTIONS

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

                  Per Share             Expiration        Percent
Grant Date        Exercise Price        Date(1)           Vested

7/30/92            2.63                 7/29/02           100
12/15/93           3.82                12/14/03           100
7/22/94            3.56                 7/21/04           100
12/14/94           3.42                12/13/04           100
4/28/95            3.70                 4/27/05           100
5/8/96             4.125                 5/7/06           100
7/30/97            4.88                 7/29/07            75
8/13/98            5.25                 8/12/08            50
10/14/98           3.9375              10/13/08            50
10/23/98           4.38                10/22/08            38
10/23/98 (2)       4.38                10/22/08           100
12/16/98           6.00                12/15/08           100
12/16/98 (2)       6.00                12/15/08           100
7/16/99            5.75                 7/15/09           100
10/19/99 (2)       5.375               10/18/09            25
3/1/00             4.44                 2/28/10            25
3/1/00   (2)       4.44                 2/28/10            25
3/6/00   (2)       4.44                  3/5/10            25
5/10/00  (2)       3.625                 5/9/10           100
8/3/00   (2)       3.563                 8/2/10             0
10/11/00           3.44                10/10/10             0
2/2/01             2.75                  2/1/11            24
2/2/01   (2)       2.75                  2/1/11             0

 ----------------
(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.

As of May 8, 2001, no SARs had been granted under the 1985 Plan or the 1998
Plan, options for 626,450 shares had been exercised under the 1985 Plan, and no
options granted under the 1998 Plan had been exercised.

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 or the
1998 Plan. Shares of common stock acquired by such officers and directors under
either plan, through the exercise of stock options or the exercise of any
related SARs, may be resold by them using this Prospectus.







                                                         Common      Common
                                                         Shares      Shares
Name                     Position With The Company       Owned       Optioned


Alec C. Bloem            Sr. Vice President - Concrete   18,932       56,000
                                    Products

William  S.  Cook, Jr.   Vice President - Strategic       5,272       39,000
                            Planning and Acquisitions

Samuel K. Fisher         Vice President -                 7,242       62,000
                         Rail Procurement

Lee B. Foster II         Chairman, President and Chief  199,534      202,500
                         Executive Officer

Steven L. Hart           Vice President - Operations     32,455       26,500

Stan L. Hasselbusch      President and                   48,326      168,000
                         Chief Operating Officer

Monica L. Iurlano        Vice President - Human             606       29,000
                         Resources

Gregory W. Lippard       Vice President - Rail Products     358       29,000
                         Sales

Henry J. Massman IV      Director                         3,581       15,000

David L. Minor           Vice President, Treasurer       21,900       29,000

Roger F. Nejes           Senior Vice President-Finance   41,589       81,000
                          and Administration and Chief
                         Financial Officer

Linda K. Patterson       Controller                       2,042       14,000

John W. Puth             Director                        44,498       40,000

William H. Rackoff       Director                        14,198       25,000

Gary E. Ryker            Executive Vice President -      10,000       56,000
                         Rail Products

Richard L. Shaw          Director                         5,498       40,000

David L. Voltz           Vice President, General Counsel 26,825       39,000
                         and Secretary

Donald F. Vukmanic       Vice President - Piling         27,520       29,000

David J.A. Walsh         Vice President - Fabricated       ---           ---
                         Products



                                  LEGAL OPINION

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

                       DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31, 2000
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, 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

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....................................................      4
    Eligibility..................................................      4
    Administration...............................................      5
    Stock Option Grants .........................................      5
    Terms and Provisions of Stock Options .......................      6
    Exercise of Stock Options and Disposition of Shares..........      7
    Stock Appreciation Rights ...................................      7
    Miscellaneous Provisions ....................................      8
The 1998 Plan....................................................      9
     Administration..............................................      9
     General.....................................................      9
     Automatic Stock Options.....................................     10
     Discretionary Stock Options.................................     10
     Amendments and Termination..................................     11
Certain Federal Income Tax Consequences .........................     12
Outstanding Options..............................................     13
Certain Selling Securityholders..................................     14
Legal Opinion....................................................     15
Documents Incorporated By Reference .............................     15


Prospectus dated May 9, 2001


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  The contents of Registration Statement No. 333-81535 are hereby incorporated
                              herein by reference.


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

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


               10.35 - 1998 Long-Term Incentive Plan as Amended and Restated,
          filed as Exhibit 10.35 to Form 10-K for the year ended December 31,
          2000 and incorporated herein by reference.


               23.8 - Consent of Independent Auditors, filed herewith.






                                   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 May 9,
2001.

                                       L. B. FOSTER COMPANY
                                         (Registrant)

                                       By: /s/Roger F. Nejes
                                          ----------------------------
                                           Roger F. Nejes
                                           Senior Vice President
                                           Finance and Administration


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

                                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 date indicated.

Signature                          Title                            Date

/s/Lee B. Foster II
----------------------
Lee B. Foster II               Chairman and Chief              May 9, 2001
                                Executive Officer

/s/Henry J. Massman IV
----------------------
Henry J. Massman IV            Director                         May 9, 2001


/s/John W. Puth
----------------------
John W. Puth                   Director                         May 9, 2001
/s/ William H. Rackoff
----------------------
William H. Rackoff             Director                         May 9, 2001


/s/Richard L. Shaw
----------------------
Richard L. Shaw                Director                         May 9, 2001


/s/Roger F. Nejes
----------------------
Roger F. Nejes                 Senior Vice President-Finance    May 9, 2001
                               and Administration, Chief
                                Financial Officer
[{"type": "S-8", "sequence": "1", "filename": "may09regstmt.txt", "description": "REGISTRATION STATMENT", "secsgml_size_bytes": 53268}]
{"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": "333-60488", "film-number": "1626426"}, "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"}}
Registration Statement 5/9/01

       As filed with the Securities and Exchange Commission on May 9, 2001

                              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

             1998 Long-Term Incentive Plan as Amended and Restated
                            (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          Amount of
Title of securities   to be         offering price  aggregate        registra-
to be registered      registered    per share*      offering price*  tion fee
--------------------- ------------- --------------- ---------------- ----------
--------------------- ------------- --------------- ---------------- ----------
Common Stock,
$.01 par value        450,000 shs.  $ 3.63         $ 1,633,500         $408.38
--------------------- ------------- --------------- ---------------- ----------

*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 May 8,
2001 as reported in the Nasdaq National Market.

[This Registration Statement is filed pursuant to General Instruction E for Form
S-8 and relates to Registration Statement No. 333-81535, which is incorporated
herein. The Prospectus included herein is a combined prospectus pursuant to Rule
429, relating also to Registration Statements Nos. 33-17073, 33-35152 and
33-79450 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. 333-81535, 33-17073, 33-35152 or 33-79450]

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

                                   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

                                       And

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

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") and the 1998 Long-Term
Incentive Plan as Amended and Restated (the "1998 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 May 9, 2001.

                              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 and the 1998 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 Plan 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 have 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. Finally, 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. The 1985 Long-Term Incentive Plan as Amended and
Restated, as in effect at the date of this Prospectus, is hereinafter referred
to as the "1985 Plan".

The 1985 Plan will expire January 1, 2005 unless earlier terminated by the Board
of Directors; however, options and stock appreciation rights granted prior to
the expiration date will remain in effect in accordance with their terms. The
purpose of the 1985 Plan is 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 is 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 authorizes the granting of stock options and stock appreciation
rights ("SARs") to officers and employees of the Company and its subsidiaries
who occupy responsible executive, professional or administrative positions and
who have the capacity to contribute to the success of the Company. Options and
SARs may also be granted to directors of the Company and its subsidiaries who
are not employees of the Company or a subsidiary. Employees must be in grade
level 15 or above or otherwise selected for participation. As of May 8, 2001
there were 48 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 is authorized, in its
discretion but within the parameters set forth in the 1985 Plan, to determine
those officers, employees and directors who shall receive awards, the type of
award to be made, the number of shares to be optioned and the time or times when
awards shall be made, to grant such awards, and to interpret the terms and
provisions thereof. 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, 5215 Old Orchard Road, Skokie, IL 60077, William H. Rackoff, 3 Twin Pine
Court, Pittsburgh, PA 15215, and Richard L. Shaw, 360 Lincoln Avenue, Beaver, PA
15009.

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 and SARs, 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. Shares of stock subject to an option which for
any reason is canceled or terminated without having been exercised in full
(except for shares subject to an option canceled upon the exercise of a related
SAR) are again available for awards under the 1985 Plan.

Incentive stock options. Eligible employees of the Company and its subsidiaries
may be granted "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended ("ISOs"). The aggregate fair
market value (determined at the time the option is granted) of the stock with
respect to which ISOs are exercisable for the first time by an optionee during
any calendar year, under all plans of the optionee's employer corporation and
its parent and subsidiary corporations, cannot exceed $100,000. No ISO may be
granted to any employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any subsidiary. In addition, no ISO may be exercisable more than
three months after termination of the optionee's employment with the Company or
with a parent or subsidiary corporation of the Company, except that when such
employment is terminated because of permanent and total disability within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 ("Permanent
Disability") or death, such period may be one year. As of the date of this
Prospectus, no ISOs had been granted under the Plan.

Nonqualified stock options. The 1985 Plan also authorizes the grant of stock
options which do not qualify as ISOs ("NSOs"). Such options may be granted to
eligible employees of the Company and its subsidiaries as well as to
non-employee officers and directors of the Company and its subsidiaries.

Terms and Provisions of Stock Options

The terms and provisions of stock options granted under the 1985 Plan are
determined by the Committee, provided that (a) the exercise price must be not
less than the fair market value (as defined) of the stock on the trading day
immediately preceding the date of grant, as determined by the Committee, (b) the
option must expire no later than ten years from the date of grant, and (c)
options intended as ISOs must comply with the applicable requirements as set
forth in "Incentive Stock Options" above. The terms and provisions of option
grants need not be uniform. Unless otherwise provided in the stock option
agreement, (a) such 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 or SAR 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 Plan, as the Committee shall approve. The terms and provisions
of such agreements need not be uniform. Each optionee should therefore refer to
his or her own stock option agreement for the terms and provisions of his
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 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.

Stock Appreciation Rights

Awards of SARs. At any time prior to six months before an option's expiration
date, the Committee may award to the optionee an SAR related to the option,
which represents the right to receive payment of an amount not greater than the
amount, if any, by which the fair market value (as defined) of the optioned
stock on the trading day immediately preceding the date of exercise of the SAR
exceeds the exercise price of the option. SARs are evidenced by either the stock
option agreement or a separate agreement with the Company.

Exercise of SARs. An SAR is exercisable only at the same time, to the same
extent and subject to the same conditions as the option related thereto is
exercisable, except that (a) the Committee may prescribe additional conditions
and limitations on the exercise of any SAR, including a maximum appreciation
value, (b) an SAR may be exercised only when the fair market value (as defined)
of the stock subject to the related option exceeds the exercise price of the
option and (c) an SAR is not exercisable during the first six months of its term
except in the event of death or Permanent Disability of the optionee prior to
the expiration of such six-month period. An SAR is exercisable only by written
notice to the Company, except that all SARs are automatically exercised on the
last trading day prior to the expiration of the related option (so long as the
fair market of the optioned stock at the time of exercise exceeds the exercise
price of the option) unless prior to such day the optionee instructs the Company
otherwise in writing. The exercise of an SAR cancels the related option.

Payment. Payment of the amount to which an optionee is entitled upon the
exercise of his SAR will be made in cash, Company stock or any combination
thereof, as the Committee determines at the time of the award. The Company stock
will be valued at its fair market value, as determined by the Committee. When in
the judgment of counsel to the Company an optionee is subject to Section 16 of
the Securities Exchange Act of 1934, as amended, with respect to any equity
securities of the Company, any election by such optionee to receive cash in
whole or in part upon the exercise of his SAR can be made only during the period
beginning on the third business day following the date of release by the Company
for publication of any quarterly or annual summary statement of its sales and
earnings and ending on the twelfth business day following such date of release,
and if the Committee has not determined the form of payment, any election to
exercise the SAR in whole or in part for cash is subject to the subsequent
approval or disapproval thereof by the Committee in its sole discretion.

Expiration.  Each SAR will expire on the date determined by the Committee at the
time of award, or, if later, upon the termination of the related option.

Miscellaneous Provisions

Nontransferability. No stock option or SAR 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 and SARs 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 and SARs 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 and SARs immediately exercisable or (b)
arrange to have the surviving corporation grant to the optionees replacement
options and SARs 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 or SARs may be granted, (d) extend the
period of an outstanding option beyond ten years from the date of grant or (e)
change the designation of the persons or classes of persons eligible to receive
awards under the 1985 Plan. 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 issuable under that Plan from
25,000 to 450,000. On February 2, 2001 the Board of Directors adopted, subject
to shareholder approval, an amended and restated 1998 Long-Term Incentive Plan
(the "1998 Plan")which increased the number of shares which may be issued under
that Plan from 450,000 to 900,000. The 1998 Plan was approved at the annual
meeting of shareholders on May 9, 2001 and will expire on October 22,2008,
unless terminated on an earlier date by the Board. As of May 8, 2001 there were
47 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 Internal Revenue
Code nor subject to any provisions of the Employee Retirement Income Security
Act of 1974.

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 John W. Puth, William H. Rackoff and Richard L.
Shaw. 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
automatically shall be awarded options to acquire up to 5,000 shares of common
stock after each annual shareholders meeting, beginning in the year 2000. These
automatic awards 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 closing market price of the shares on the day before
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. The aggregate fair market value (determined at the
time the option is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by a participant during any calendar
year (under all plans of the Company) shall not exceed $100,000.

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 incentive stock options ("ISOs") and
non-qualified stock options ("NSOs"). Under the current tax law, only NSOs may
be granted to non-employee directors.

Automatic Stock Options

Commencing in the year 2000, immediately after each annual meeting of
shareholders each non-employee director who is elected at the meeting or whose
term in office continues after the meeting is 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 last reported sale price of the common stock on the
Nasdaq National Market before the date of the meeting, have a term of 10 years
and are immediately exercisable. No stock appreciation rights may be awarded in
conjunction with an Automatic Option.

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.

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 93 employees, out of approximately 722
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 last reported sale price of the common
stock on the Nasdaq National Market before the date of grant.

Term. The term of Discretionary Options is determined by the Committee, but
shall not exceed 10 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. Director Options 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.

Stock Appreciation Rights. Stock appreciation rights ("SARs") may be awarded at
any time prior to six months before a Discretionary Option's expiration date,
and shall represent the right to receive payment of an amount not greater than
the amount, if any, by which the average of the reported high and low sales
prices of the Company's common stock on the trading day immediately preceding
the date of exercise of the SAR exceeds the option exercise price. An SAR is
exercisable only under the same terms and conditions as the option to which it
is related and is exercisable only when the value of a share of Company stock
subject to the option exceeds the option exercise price. Exercise of an SAR
cancels the related option. Unless the holder instructs otherwise, an SAR shall
automatically be exercised on the last trading day prior to expiration of the
related option.

See "THE 1985 PLAN - Stock Appreciation Rights" for further information
concerning the exercise and payment of SARs.

Amendments and Termination

The Board of Directors may at any time amend the 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 award 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 and SARs 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 and SARs immediately exercisable or (b) arrange to have
the surviving corporation grant to the participants replacement options and SARs
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 ISO is granted to
him or her under the 1985 or 1998 Plan or when the ISO is exercised. The excess,
however, of the fair market value of the underlying shares on the date of
exercise over the option exercise price will be taken into account as an
adjustment in determining whether the optionee is subject to the alternative
minimum tax for the year of exercise. Any such adjustment, however, may be added
to the optionee's tax basis for future alternative minimum tax purposes. If the
optionee does not dispose of the shares within one year of the date on which the
shares are transferred to him or her nor within two years of the date of option
grant, any gain realized upon the disposition will be taxable as long-term
capital gain. However, if the optionee does not satisfy the applicable holding
period, the excess of the fair market value of the shares on the date of
exercise over the option exercise price (but not exceeding the amount by which
the sale price of the shares exceeds the option exercise price) will be taxable
as ordinary income for the year in which the shares are disposed of. There is no
taxable income to a participant when an SAR or an NSO is granted to him or her
under the 1985 or 1998 Plan; however, upon the exercise of the SAR or NSO, 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).

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

                               OUTSTANDING OPTIONS

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

                  Per Share             Expiration        Percent
Grant Date        Exercise Price        Date(1)           Vested

7/30/92            2.63                 7/29/02           100
12/15/93           3.82                12/14/03           100
7/22/94            3.56                 7/21/04           100
12/14/94           3.42                12/13/04           100
4/28/95            3.70                 4/27/05           100
5/8/96             4.125                 5/7/06           100
7/30/97            4.88                 7/29/07            75
8/13/98            5.25                 8/12/08            50
10/14/98           3.9375              10/13/08            50
10/23/98           4.38                10/22/08            38
10/23/98 (2)       4.38                10/22/08           100
12/16/98           6.00                12/15/08           100
12/16/98 (2)       6.00                12/15/08           100
7/16/99            5.75                 7/15/09           100
10/19/99 (2)       5.375               10/18/09            25
3/1/00             4.44                 2/28/10            25
3/1/00   (2)       4.44                 2/28/10            25
3/6/00   (2)       4.44                  3/5/10            25
5/10/00  (2)       3.625                 5/9/10           100
8/3/00   (2)       3.563                 8/2/10             0
10/11/00           3.44                10/10/10             0
2/2/01             2.75                  2/1/11            24
2/2/01   (2)       2.75                  2/1/11             0

 ----------------
(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.

As of May 8, 2001, no SARs had been granted under the 1985 Plan or the 1998
Plan, options for 626,450 shares had been exercised under the 1985 Plan, and no
options granted under the 1998 Plan had been exercised.

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 or the
1998 Plan. Shares of common stock acquired by such officers and directors under
either plan, through the exercise of stock options or the exercise of any
related SARs, may be resold by them using this Prospectus.

                                                         Common      Common
                                                         Shares      Shares
Name                     Position With The Company       Owned       Optioned

Alec C. Bloem            Sr. Vice President - Concrete   18,932       56,000
                                    Products

William  S.  Cook, Jr.   Vice President - Strategic       5,272       39,000
                            Planning and Acquisitions

Samuel K. Fisher         Vice President -                 7,242       62,000
                         Rail Procurement

Lee B. Foster II         Chairman, President and Chief  199,534      202,500
                         Executive Officer

Steven L. Hart           Vice President - Operations     32,455       26,500

Stan L. Hasselbusch      President and                   48,326      168,000
                         Chief Operating Officer

Monica L. Iurlano        Vice President - Human             606       29,000
                         Resources

Gregory W. Lippard       Vice President - Rail Products     358       29,000
                         Sales

Henry J. Massman IV      Director                         3,581       15,000

David L. Minor           Vice President, Treasurer       21,900       29,000

Roger F. Nejes           Senior Vice President-Finance   41,589       81,000
                          and Administration and Chief
                         Financial Officer

Linda K. Patterson       Controller                       2,042       14,000

John W. Puth             Director                        44,498       40,000

William H. Rackoff       Director                        14,198       25,000

Gary E. Ryker            Executive Vice President -      10,000       56,000
                         Rail Products

Richard L. Shaw          Director                         5,498       40,000

David L. Voltz           Vice President, General Counsel 26,825       39,000
                         and Secretary

Donald F. Vukmanic       Vice President - Piling         27,520       29,000

David J.A. Walsh         Vice President - Fabricated       ---           ---
                         Products

                                  LEGAL OPINION

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

                       DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31, 2000
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, 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

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....................................................      4
    Eligibility..................................................      4
    Administration...............................................      5
    Stock Option Grants .........................................      5
    Terms and Provisions of Stock Options .......................      6
    Exercise of Stock Options and Disposition of Shares..........      7
    Stock Appreciation Rights ...................................      7
    Miscellaneous Provisions ....................................      8
The 1998 Plan....................................................      9
     Administration..............................................      9
     General.....................................................      9
     Automatic Stock Options.....................................     10
     Discretionary Stock Options.................................     10
     Amendments and Termination..................................     11
Certain Federal Income Tax Consequences .........................     12
Outstanding Options..............................................     13
Certain Selling Securityholders..................................     14
Legal Opinion....................................................     15
Documents Incorporated By Reference .............................     15

Prospectus dated May 9, 2001

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  The contents of Registration Statement No. 333-81535 are hereby incorporated
                              herein by reference.

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

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

               10.35 - 1998 Long-Term Incentive Plan as Amended and Restated,
          filed as Exhibit 10.35 to Form 10-K for the year ended December 31,
          2000 and incorporated herein by reference.

               23.8 - Consent of Independent Auditors, filed herewith.

                                   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 May 9,
2001.

                                       L. B. FOSTER COMPANY
                                         (Registrant)

                                       By: /s/Roger F. Nejes
                                          ----------------------------
                                           Roger F. Nejes
                                           Senior Vice President
                                           Finance and Administration

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

                                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 date indicated.

Signature                          Title                            Date

/s/Lee B. Foster II
----------------------
Lee B. Foster II               Chairman and Chief              May 9, 2001
                                Executive Officer

/s/Henry J. Massman IV
----------------------
Henry J. Massman IV            Director                         May 9, 2001

/s/John W. Puth
----------------------
John W. Puth                   Director                         May 9, 2001
/s/ William H. Rackoff
----------------------
William H. Rackoff             Director                         May 9, 2001

/s/Richard L. Shaw
----------------------
Richard L. Shaw                Director                         May 9, 2001

/s/Roger F. Nejes
----------------------
Roger F. Nejes                 Senior Vice President-Finance    May 9, 2001
                               and Administration, Chief
                                Financial Officer