As filed with the Securities and Exchange Commission on June 25, 1999

                                           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 Lieber Rooney & Schorling
                          40th Floor, One Oxford Centre
                         Pittsburgh, Pennsylvania 15219
                              --------------------

                        CALCULATION OF REGISTRATION FEE

--------------------- ------------- --------------- ---------------- ----------
                                    Proposed        Proposed
                      Amount        maximum         maximum          Amount of
Title of securities   to be         offering price  aggregate        registra-
to be registered      registered    per share*      offering price*  tion fee
--------------------- ------------- --------------- ---------------- ----------
--------------------- ------------- --------------- ---------------- ----------
Common Stock,
$.01 par value        450,000 shs.  $ 5.84           $ 2,629,800     $731.08
--------------------- ------------- --------------- ---------------- ----------


*Estimated  in  accordance  with Rule 457(c) solely for the purpose of computing
the  registration  fee, based on the average of the high and low prices for June
21, 1999 as reported in the Nasdaq National Market.


[The Prospectus  included herein is a combined  prospectus pursuant to Rule 429,
relating also to Registration  Statements Nos.  33-17073,  33-35152 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. 33-17073, 33-35152 or 33-79450]

<PAGE>

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

                                   PROSPECTUS
--------------------------------------------------------------------------------

                              L. B. FOSTER COMPANY

                                  Common Stock
                                ($.01 Par Value)

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

                                      And

                        450,000 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.


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


          EITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
             SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

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


                 The date of this Prospectus is June 24, 1999.

<PAGE>


                             AVAILABLE INFORMATION

L.  B.  Foster  Company  (the   "Company")  is  subject  to  the   informational
requirements of the Securities  Exchange Act of 1934, as amended,  and the rules
and regulations  thereunder (the "Exchange  Act"),  and in accordance  therewith
files reports,  proxy  statements and other  information with the Securities and
Exchange  Commission  (the  "Commission").  Such  material can be inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
5th Street, N.W., Washington,  D.C. 20549 and at its regional offices located at
500 West Madison Street,  Chicago,  Illinois 60661 and 7 World Trade Center, New
York,  New York 10048.  Copies of such  material can be obtained from the Public
Reference Section of the Commission, 450 5th Street, N.W., Washington, D.C.
20549,  at  prescribed  rates.


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 facilities 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.

<PAGE>

                                 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

<PAGE>

level 15 or above or otherwise selected for  participation.  As of June 23, 1999
there were 52 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

<PAGE>

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

<PAGE>

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

<PAGE>

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,

<PAGE>

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 (the "1998 Plan")  which,
among other things,  increased the number of shares of common stock which may be
issued under that Plan from 25,000 to 450,000. The 1998 Plan was approved at the
annual  meeting of  shareholders  on May 20, 1999 and will expire on October 22,
2008,  unless  terminated  on an earlier date by the Board.  As of June 23, 1999
there were three 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.

<PAGE>


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 450,000 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.

<PAGE>

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  will  automatically  be 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 will 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,  will have a
term of 10 years  and will be  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 36 employees,  out of approximately 529
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

<PAGE>

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.

<PAGE>


                    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.

<PAGE>

                              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

12/29/89          $3.31                 12/28/99          100%
5/8/90             3.31                 5/7/00            100
11/13/90           3.22                 11/12/00          100
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             4.12                 5/7/06            100
5/15/97            4.00                 5/14/07            50
7/30/97            4.88                 7/29/07            25
8/13/98            5.25                 8/12/08             0
10/14/98           3.94                10/13/08             0
10/23/98           4.38                10/22/08             0
10/23/98           4.38                10/22/08           100
12/16/98           6.00                12/15/08           100
10/23/98 (2)       4.38                10/22/08           100
12/16/98 (2)       6.00                12/15/08           100

 ----------------
(1) Unless  terminated on an earlier date as a result of termination of service,
death or  permanent  disability,  as more  fully set  forth in the stock  option
agreements.
(2) Granted under the 1998 Plan.

As of June 23, 1999,  no SARs had been  granted  under the 1985 Plan or the 1998
Plan,  options for 590,950 shares had been exercised under the 1985 Plan, and no
options granted under the 1998 Plan had been exercised.

<PAGE>


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

Anthony G. Cipicchio     Vice President -                 2,334       25,000
                         Fabricated Products

William  S.  Cook, Jr.   Vice President - Strategic       2,238       25,000
                         Planning and Acquisitions

Paul V. Dean             Senior Vice President -         18,334       10,000
                         Piling Products

Samuel K. Fisher         Vice President -                 4,996       23,000
                         Rail Procurement

Lee B. Foster II         Chairman, President and Chief  156,732      167,500
                         Executive Officer

Dean A. Frenz            Senior Vice President -         15,307       50,000
                         Rail Distribution Products

Steven L. Hart           Vice President - Operations     29,711       12,500

Stan L. Hasselbusch      Executive Vice President and    19,462       98,000
                         Chief Operating Officer

Henry J. Massman IV      Director                         1,083       10,000

David L. Minor           Vice President, Treasurer       20,270       15,000

Roger F. Nejes           Senior Vice President-Finance   27,521       50,000
                         and Administration and Chief
                         Financial Officer

Henry M. Ortwein, Jr.    Senior Vice President -         15,315       25,000
                         Rail Manufactured Products

Linda K. Patterson       Controller                         170       ---

John W. Puth             Director                        42,000       25,000

William H. Rackoff       Director                        12,000       20,000

Richard L. Shaw          Director                         3,000       35,000

Robert W. Sigle          Vice President -                 1,186        ---
                         Tubular Products

Linda M. Terpenning      Vice President -                 6,659       10,000
                         Human Resources

David L. Voltz           Vice President, General Counsel 23,526       25,000
                         and Secretary


                                 LEGAL OPINION

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


                      DOCUMENTS INCORPORATED BY REFERENCE

The Company's  Annual  Report on Form I0-K for the year ended  December 31, 1998
and its  Quarterly  Report on Form 10-Q for the quarter  ended  March 31,  1999,
filed with the Securities and Exchange  Commission,  are incorporated  herein by
reference.  In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Prospectus, and prior to the filing of a post-effective amendment to the
Registration  Statement of which this  Prospectus  forms a part which  indicates
that  all  securities  covered  by this  Prospectus  have  been  sold  or  which
deregisters  all such securities  then remaining  unsold,  shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such  documents.  The Company  will  provide  without  charge to each person,
including any beneficial owner, to whom this Prospectus has been delivered, upon
written or oral request, a copy of any and all of the documents  incorporated by
reference herein (not including  exhibits to such documents unless such exhibits
are specifically  incorporated by reference into such  documents).  Requests for
such  documents  should be directed to David L. Voltz,  Secretary,  L. B. Foster
Company,  415  Holiday  Drive,  Pittsburgh,  PA 15220,  telephone  number  (412)
928-3431.

<PAGE>

                              L.B. FOSTER COMPANY

             1985 Long-Term Incentive Plan as Amended and Restated

             1998 Long-Term Incentive Plan as Amended and Restated


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....................................................     3
    Eligibility..................................................     3
    Administration...............................................     4
    Stock Option Grants .........................................     4
    Terms and Provisions of Stock Options .......................     5
    Exercise of Stock Options and Disposition of Shares..........     6
    Stock Appreciation Rights ...................................     6
    Miscellaneous Provisions ....................................     7
The 1998 Plan....................................................     8
     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..................................     13
Legal Opinion....................................................     15
Documents Incorporated By Reference .............................     15



Prospectus dated June 24, 1999


<PAGE>


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The required statements are included in the Prospectus.

Item 4.    Description of Securities.

           The common stock is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts and Counsel.

           None

Item 6.    Indemnification of Directors and Officers.

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

Item 7.     Exemption from Registration Claimed.

            No "restricted" securities will be reoffered or resold.

Item 8.     Exhibits.

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

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


               10.33.2 - 1985 Long-Term  Incentive Plan as Amended and Restated,
          as  amended  to date,  filed as  Exhibit  10.33.2 to Form 10-Q for the
          quarter ended June 30, 1997 and incorporated herein by reference,  and
          standard  form of stock  option  agreement  filed  as part of  Exhibit
          10.33.2  to Form  10-Q  for the  quarter  ended  March  31,  1990  and
          incorporated herein by reference.


               10.34 - 1998  Long-Term  Incentive  Plan as Amended and Restated,
          filed as Exhibit  10.34 to Form 10-K for the year ended  December  31,
          1998 and incorporated herein by reference.


               23.8 - Consent of Independent Auditors, filed herewith.
<PAGE>

Item 9.    Undertakings.

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

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

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

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

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on June 25,
1999.

                                       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, President and          June 24, 1999
                               Chief Executive Officer
/s/Henry J. Massman IV
----------------------
Henry J. Massman IV            Director
                                                                June 24, 1999

/s/John W. Puth
----------------------
John W. Puth                   Director
                                                                June 24, 1999

----------------------
William H. Rackoff             Director


/s/Richard L. Shaw
----------------------
Richard L. Shaw                Director                         June 24, 1999


/s/Roger F. Nejes
----------------------
Roger F. Nejes                 Senior Vice President-Finance    June 24, 1999
                               and Administration, Chief
                               Financial Officer

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT 6/25/99", "secsgml_size_bytes": 58679}]
{"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": "333-81535", "film-number": "99652332"}, "business-address": {"street1": "415 HOLIDAY DR", "city": "PITTSBURGH", "state": "PA", "zip": "15220", "phone": "4129283417"}, "mail-address": {"street1": "415 HOLIDAY DR", "city": "PITTSBURGH", "state": "PA", "zip": "15220"}}
As filed with the Securities and Exchange Commission on June 25, 1999

                                           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 Lieber Rooney & Schorling
                          40th Floor, One Oxford Centre
                         Pittsburgh, Pennsylvania 15219
                              --------------------

                        CALCULATION OF REGISTRATION FEE

--------------------- ------------- --------------- ---------------- ----------
                                    Proposed        Proposed
                      Amount        maximum         maximum          Amount of
Title of securities   to be         offering price  aggregate        registra-
to be registered      registered    per share*      offering price*  tion fee
--------------------- ------------- --------------- ---------------- ----------
--------------------- ------------- --------------- ---------------- ----------
Common Stock,
$.01 par value        450,000 shs.  $ 5.84           $ 2,629,800     $731.08
--------------------- ------------- --------------- ---------------- ----------

*Estimated  in  accordance  with Rule 457(c) solely for the purpose of computing
the  registration  fee, based on the average of the high and low prices for June
21, 1999 as reported in the Nasdaq National Market.

[The Prospectus  included herein is a combined  prospectus pursuant to Rule 429,
relating also to Registration  Statements Nos.  33-17073,  33-35152 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. 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

                        450,000 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.

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

          EITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
             SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF
                   THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.

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

                 The date of this Prospectus is June 24, 1999.
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 inspected  and
copied at the public  reference  facilities  maintained by the Commission at 450
5th Street, N.W., Washington,  D.C. 20549 and at its regional offices located at
500 West Madison Street,  Chicago,  Illinois 60661 and 7 World Trade Center, New
York,  New York 10048.  Copies of such  material can be obtained from the Public
Reference Section of the Commission, 450 5th Street, N.W., Washington, D.C.
20549,  at  prescribed  rates.

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 facilities 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 June 23, 1999
there were 52 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 (the "1998 Plan")  which,
among other things,  increased the number of shares of common stock which may be
issued under that Plan from 25,000 to 450,000. The 1998 Plan was approved at the
annual  meeting of  shareholders  on May 20, 1999 and will expire on October 22,
2008,  unless  terminated  on an earlier date by the Board.  As of June 23, 1999
there were three 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 450,000 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  will  automatically  be 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 will 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,  will have a
term of 10 years  and will be  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 36 employees,  out of approximately 529
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

12/29/89          $3.31                 12/28/99          100%
5/8/90             3.31                 5/7/00            100
11/13/90           3.22                 11/12/00          100
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             4.12                 5/7/06            100
5/15/97            4.00                 5/14/07            50
7/30/97            4.88                 7/29/07            25
8/13/98            5.25                 8/12/08             0
10/14/98           3.94                10/13/08             0
10/23/98           4.38                10/22/08             0
10/23/98           4.38                10/22/08           100
12/16/98           6.00                12/15/08           100
10/23/98 (2)       4.38                10/22/08           100
12/16/98 (2)       6.00                12/15/08           100

 ----------------
(1) Unless  terminated on an earlier date as a result of termination of service,
death or  permanent  disability,  as more  fully set  forth in the stock  option
agreements.
(2) Granted under the 1998 Plan.

As of June 23, 1999,  no SARs had been  granted  under the 1985 Plan or the 1998
Plan,  options for 590,950 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

Anthony G. Cipicchio     Vice President -                 2,334       25,000
                         Fabricated Products

William  S.  Cook, Jr.   Vice President - Strategic       2,238       25,000
                         Planning and Acquisitions

Paul V. Dean             Senior Vice President -         18,334       10,000
                         Piling Products

Samuel K. Fisher         Vice President -                 4,996       23,000
                         Rail Procurement

Lee B. Foster II         Chairman, President and Chief  156,732      167,500
                         Executive Officer

Dean A. Frenz            Senior Vice President -         15,307       50,000
                         Rail Distribution Products

Steven L. Hart           Vice President - Operations     29,711       12,500

Stan L. Hasselbusch      Executive Vice President and    19,462       98,000
                         Chief Operating Officer

Henry J. Massman IV      Director                         1,083       10,000

David L. Minor           Vice President, Treasurer       20,270       15,000

Roger F. Nejes           Senior Vice President-Finance   27,521       50,000
                         and Administration and Chief
                         Financial Officer

Henry M. Ortwein, Jr.    Senior Vice President -         15,315       25,000
                         Rail Manufactured Products

Linda K. Patterson       Controller                         170       ---

John W. Puth             Director                        42,000       25,000

William H. Rackoff       Director                        12,000       20,000

Richard L. Shaw          Director                         3,000       35,000

Robert W. Sigle          Vice President -                 1,186        ---
                         Tubular Products

Linda M. Terpenning      Vice President -                 6,659       10,000
                         Human Resources

David L. Voltz           Vice President, General Counsel 23,526       25,000
                         and Secretary

                                 LEGAL OPINION

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

                      DOCUMENTS INCORPORATED BY REFERENCE

The Company's  Annual  Report on Form I0-K for the year ended  December 31, 1998
and its  Quarterly  Report on Form 10-Q for the quarter  ended  March 31,  1999,
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....................................................     3
    Eligibility..................................................     3
    Administration...............................................     4
    Stock Option Grants .........................................     4
    Terms and Provisions of Stock Options .......................     5
    Exercise of Stock Options and Disposition of Shares..........     6
    Stock Appreciation Rights ...................................     6
    Miscellaneous Provisions ....................................     7
The 1998 Plan....................................................     8
     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..................................     13
Legal Opinion....................................................     15
Documents Incorporated By Reference .............................     15

Prospectus dated June 24, 1999
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The required statements are included in the Prospectus.

Item 4.    Description of Securities.

           The common stock is registered under Section 12 of the Exchange Act.

Item 5.    Interests of Named Experts and Counsel.

           None

Item 6.    Indemnification of Directors and Officers.

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

Item 7.     Exemption from Registration Claimed.

            No "restricted" securities will be reoffered or resold.

Item 8.     Exhibits.

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

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

               10.33.2 - 1985 Long-Term  Incentive Plan as Amended and Restated,
          as  amended  to date,  filed as  Exhibit  10.33.2 to Form 10-Q for the
          quarter ended June 30, 1997 and incorporated herein by reference,  and
          standard  form of stock  option  agreement  filed  as part of  Exhibit
          10.33.2  to Form  10-Q  for the  quarter  ended  March  31,  1990  and
          incorporated herein by reference.

               10.34 - 1998  Long-Term  Incentive  Plan as Amended and Restated,
          filed as Exhibit  10.34 to Form 10-K for the year ended  December  31,
          1998 and incorporated herein by reference.

               23.8 - Consent of Independent Auditors, filed herewith.
Item 9.    Undertakings.

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

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

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

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

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on June 25,
1999.

                                       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, President and          June 24, 1999
                               Chief Executive Officer
/s/Henry J. Massman IV
----------------------
Henry J. Massman IV            Director
                                                                June 24, 1999

/s/John W. Puth
----------------------
John W. Puth                   Director
                                                                June 24, 1999

----------------------
William H. Rackoff             Director

/s/Richard L. Shaw
----------------------
Richard L. Shaw                Director                         June 24, 1999

/s/Roger F. Nejes
----------------------
Roger F. Nejes                 Senior Vice President-Finance    June 24, 1999
                               and Administration, Chief
                               Financial Officer