Registration No. 333-______

 As filed with the Securities and Exchange Commission on November 29, 2006



                      UNITED STATES SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549
                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             Portec Rail Products, Inc.
           (Exact Name of Registrant as Specified in its Charter)

       West Virginia                                     55-0755271
State or Other Jurisdiction of              (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                              900 Old Freeport Road
                      Pittsburgh, Pennsylvania 15238-8250
                    (Address of Principal Executive Offices)


               Portec Rail Products, Inc. 2006 Stock Option Plan
                            (Full Title of the Plan)

                                   Copies to:

      Richard J. Jarosinski                        Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
   Portec Rail Products, Inc.               5335 Wisconsin Ave., N.W., Suite 400
     900 Old Freeport Road                         Washington, D.C.  20015
Pittsburgh, Pennsylvania 15238-8250                 (202) 274-2000
      (412) 782-6000
  (Name, Address and Telephone
   Number of Agent for Service)


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
<C>                           <C>                   <C>                   <C>                      <C>
$1.00 per share                150,000 (2)           $10.725 (3)            $1,608,750                $173
--------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Portec Rail  Products,  Inc.  2006 Stock Option Plan (the "Stock Option
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the  outstanding  common  stock  of  Portec  Rail  Products,  Inc.  (the
     "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock that may be issued pursuant
     to the  exercise of options  that are  available  for grant under the Stock
     Option Plan.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

                             ______________________

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       2
<PAGE>


PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to  participants in the Stock Option
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
December 31, 2005 (Commission File No. 000-50543),  filed with the Commission on
March 30, 2006 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on January 12, 2004
(Commission File No. 000-50543).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
<page>

Item 6.  Indemnification of Directors and Officers

     Portec  Rail  Products,  Inc.'s  articles  of  incorporation  provides  for
indemnification  of its  directors,  officers  and  shareholders  to the fullest
extent  provided by West Virginia law. West Virginia law generally  provides for
indemnification  against  liability  incurred  because a person is a director or
officer if that  individual  conducted  himself in good faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation;  and, with respect to any criminal action,  had no reasonable cause
to  believe  his  conduct  was  unlawful.  In  the  case  of  shareholders,   no
indemnification  will be made if such shareholder is found to be guilty of gross
negligence or willful misconduct. In the case of a settlement, a shareholder who
is not a director of the corporation, the board of directors shall be advised by
independent  counsel that such shareholder was not guilty of gross negligence or
willful  misconduct  and that such  settlement  is in the best  interest  of the
corporation. Item 7. Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>

Regulation S-K                                                          Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto

<S>      <C>
         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Portec Rail Products, Inc. 2006 Stock Option Plan             **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of BKD, LLP                                           Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
</TABLE>


*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission  File No.  333-110288  originally filed by the Company
     under the Securities Act of 1933,  with the Commission on November 6, 2003,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-50543),  filed by the Company under the  Securities and Exchange Act of
     1934, on April 28, 2006.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

                                       4
<page>
     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  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; and

     5. 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  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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.

                                       5
<PAGE>


                                   SIGNATURES

     The Registrant. 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Pittsburgh,  Commonwealth
of Pennsylvania, on this 27th day of November, 2006.


                                            PORTEC RAIL PRODUCTS, INC.


                                        By: /s/ Richard J. Jarosinski
                                            -----------------------------
                                            Richard J. Jarosinski, President and
                                             Chief Executive Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Portec Rail Products,  Inc.
(the "Company")  hereby severally  constitute and appoint Richard J. Jarosinski,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below which said Richard J.  Jarosinski  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be issued upon the  exercise of stock  options to be granted  under the
Portec Rail Products, Inc. 2006 Stock Option Plan, including  specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm  all that said  Richard  J.  Jarosinski  shall do or cause to be done by
virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>

Signatures                                  Title                                       Date


<S>                                <C>                                           <C>
/s/Richard J. Jarosinski
---------------------------          President and Chief Executive Officer         November 27, 2006
Richard J. Jarosinski               (Principal Executive Officer)



/s/ John N. Pesarsick
---------------------------          Chief Financial Officer                      November 27, 2006
John N. Pesarsick                   (Principal Financial and Accounting Officer)



/s/ Marshall T. Reynolds
---------------------------         Chairman of the Board                          November 27, 2006
Marshall T. Reynolds



/s/ John S. Cooper
---------------------------         Vice Chairman of the Board                     November 27, 2006
John S. Cooper
</TABLE>



<page>
<TABLE>
<CAPTION>

<S>                               <C>                                           <C>
/s/ Carl M. Callway
---------------------------         Director                                       November 27, 2006
Carl M. Callaway



/s/ Philip E. Cline
---------------------------         Director                                       November 27, 20066

Philip E. Cline



/s/ Daniel P. Harrington
---------------------------         Director                                       November 27, 2006
Daniel P. Harrington


/a/ A. Michael Perry
---------------------------         Director                                       November 27, 2006
A. Michael Perry



/s/ Douglas V. Reynolds
---------------------------         Director                                       November 27, 2006
Douglas V. Reynolds


/s/ Neal W. Scaggs
---------------------------         Director                                       November 27, 2006
Neal W. Scaggs


/s/ Philip Todd Shell
---------------------------         Director                                       November 27, 2006
Philip Todd Shell


/s/ Kirby J. Taylor
---------------------------         Director                                       November 27, 2006
Kirby J. Taylor


/s/ Thomas W. Wright
---------------------------         Director                                       November 27, 2006
Thomas W. Wright
</TABLE>


<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description

  4                 Form of Common Stock Certificate  (incorporated by reference
                    to  Exhibit  4 to the  Registration  Statement  on Form  S-1
                    (Commission  File No.  333-110288),  originally filed by the
                    Company under the Securities Act of 1933 with the Commission
                    on November 6, 2003, and all amendments or reports filed for
                    the purpose of updating such description).

  5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

  10                Portec  Rail   Products,   Inc.   2006  Stock   Option  Plan
                    (incorporated  by  reference  to  Appendix  A to  the  proxy
                    statement   for  the  Company's   2006  Annual   Meeting  of
                    Stockholders  (Commission File No. 000-50543),  filed by the
                    Company  under the  Securities  and Exchange Act of 1934, on
                    April 28, 2006).

  23.1              Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

  23.2              Consent of BKD, LLP

  24                Power of Attorney  (contained in the signature  page to this
                    Registration Statement).





<PAGE>









                                    Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC


<PAGE>


                          LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                       WRITER'S EMAIL
(202) 274-2000


October 26, 2006

Board of Directors
Portec Rail Products, Inc.
900 Old Freeport Road
Pittsburgh, Pennsylvania 15238-8250

        Re:      Portec Rail Products, Inc. 2006 Stock Option Plan
                 Registration Statement on Form S-8

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  issuance of Portec Rail  Products,  Inc.  (the  "Company")
common stock,  par value $1.00 per share (the "Common  Stock"),  pursuant to the
Portec Rail Products,  Inc. 2006 Stock Option Plan (the "Stock Option Plan"). We
have reviewed the Company's Articles of Incorporation, Registration Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection  with the  exercise of options  granted  pursuant to the Stock Option
Plan and shares of Common Stock  granted  under the Stock  Option Plan,  will be
legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                                     Very truly yours,


                                            /s/ LUSE GORMAN POMERENK & SCHICK
                                                -------------------------------
                                                LUSE GORMAN POMERENK & SCHICK
                                                A Professional Corporation


<PAGE>
















                                  Exhibit 23.2

                               CONSENT OF BKD, LLP


<page>

           Consent of Independent Registered Public Accounting Firm



We consent to the  incorporation by reference in the  registration  statement of
Portec Rail Products,  Inc. on Form S-8 (Commission  File No.  000-50543) of our
report  dated  February 10, 2006,  on our audits of the  consolidated  financial
statements of Portec Rail  Products,  Inc. as of December 31, 2005 and 2004, and
for the years ended December 31, 2005,  2004 and 2003,  which report is included
in the Annual  Report on Form 10-K of Portec Rail  Products,  Inc.  for the year
ended December 31, 2005.


                                                       /s/ BKD, LLP

Evansville, Indiana
November 29, 2006
[{"type": "S-8", "sequence": "1", "filename": "forms_8-111706.txt", "description": "FORM S-8", "secsgml_size_bytes": 21674}]
{"company-data": {"conformed-name": "PORTEC RAIL PRODUCTS INC", "cik": "0001263074", "assigned-sic": "3743", "irs-number": "550755271", "state-of-incorporation": "WV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138991", "film-number": "061243960"}}
Registration No. 333-______

 As filed with the Securities and Exchange Commission on November 29, 2006

                      UNITED STATES SECURITIES AND EXCHANGE
                                   COMMISSION
                             Washington, D.C. 20549
                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                             Portec Rail Products, Inc.
           (Exact Name of Registrant as Specified in its Charter)

       West Virginia                                     55-0755271
State or Other Jurisdiction of              (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                              900 Old Freeport Road
                      Pittsburgh, Pennsylvania 15238-8250
                    (Address of Principal Executive Offices)

               Portec Rail Products, Inc. 2006 Stock Option Plan
                            (Full Title of the Plan)

                                   Copies to:

      Richard J. Jarosinski                        Alan Schick, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
   Portec Rail Products, Inc.               5335 Wisconsin Ave., N.W., Suite 400
     900 Old Freeport Road                         Washington, D.C.  20015
Pittsburgh, Pennsylvania 15238-8250                 (202) 274-2000
      (412) 782-6000
  (Name, Address and Telephone
   Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$1.00 per share                150,000 (2)           $10.725 (3)            $1,608,750                $173
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Portec Rail  Products,  Inc.  2006 Stock Option Plan (the "Stock Option
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the  outstanding  common  stock  of  Portec  Rail  Products,  Inc.  (the
     "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock that may be issued pursuant
     to the  exercise of options  that are  available  for grant under the Stock
     Option Plan.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

                             ______________________

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to  participants in the Stock Option
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
December 31, 2005 (Commission File No. 000-50543),  filed with the Commission on
March 30, 2006 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on January 12, 2004
(Commission File No. 000-50543).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
Item 6.  Indemnification of Directors and Officers

     Portec  Rail  Products,  Inc.'s  articles  of  incorporation  provides  for
indemnification  of its  directors,  officers  and  shareholders  to the fullest
extent  provided by West Virginia law. West Virginia law generally  provides for
indemnification  against  liability  incurred  because a person is a director or
officer if that  individual  conducted  himself in good faith and in a manner he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation;  and, with respect to any criminal action,  had no reasonable cause
to  believe  his  conduct  was  unlawful.  In  the  case  of  shareholders,   no
indemnification  will be made if such shareholder is found to be guilty of gross
negligence or willful misconduct. In the case of a settlement, a shareholder who
is not a director of the corporation, the board of directors shall be advised by
independent  counsel that such shareholder was not guilty of gross negligence or
willful  misconduct  and that such  settlement  is in the best  interest  of the
corporation. Item 7. Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                          Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Portec Rail Products, Inc. 2006 Stock Option Plan             **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of BKD, LLP                                           Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission  File No.  333-110288  originally filed by the Company
     under the Securities Act of 1933,  with the Commission on November 6, 2003,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2006  Annual  Meeting  of  Stockholders   (Commission  File  No.
     000-50543),  filed by the Company under the  Securities and Exchange Act of
     1934, on April 28, 2006.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

                                       4
3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  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; and

     5. 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  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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.

                                       5
SIGNATURES

     The Registrant. 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  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Pittsburgh,  Commonwealth
of Pennsylvania, on this 27th day of November, 2006.

                                            PORTEC RAIL PRODUCTS, INC.

                                        By: /s/ Richard J. Jarosinski
                                            -----------------------------
                                            Richard J. Jarosinski, President and
                                             Chief Executive Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Portec Rail Products,  Inc.
(the "Company")  hereby severally  constitute and appoint Richard J. Jarosinski,
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below which said Richard J.  Jarosinski  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange  Commission,  in connection  with the  registration of shares of common
stock to be issued upon the  exercise of stock  options to be granted  under the
Portec Rail Products, Inc. 2006 Stock Option Plan, including  specifically,  but
not  limited  to,  power  and  authority  to  sign  for us in our  names  in the
capacities indicated below the registration statement and any and all amendments
(including post-effective amendments) thereto; and we hereby approve, ratify and
confirm  all that said  Richard  J.  Jarosinski  shall do or cause to be done by
virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
Signatures                                  Title                                       Date
/s/Richard J. Jarosinski
---------------------------          President and Chief Executive Officer         November 27, 2006
Richard J. Jarosinski               (Principal Executive Officer)

/s/ John N. Pesarsick
---------------------------          Chief Financial Officer                      November 27, 2006
John N. Pesarsick                   (Principal Financial and Accounting Officer)

/s/ Marshall T. Reynolds
---------------------------         Chairman of the Board                          November 27, 2006
Marshall T. Reynolds

/s/ John S. Cooper
---------------------------         Vice Chairman of the Board                     November 27, 2006
John S. Cooper
/s/ Carl M. Callway
---------------------------         Director                                       November 27, 2006
Carl M. Callaway

/s/ Philip E. Cline
---------------------------         Director                                       November 27, 20066

Philip E. Cline

/s/ Daniel P. Harrington
---------------------------         Director                                       November 27, 2006
Daniel P. Harrington

/a/ A. Michael Perry
---------------------------         Director                                       November 27, 2006
A. Michael Perry

/s/ Douglas V. Reynolds
---------------------------         Director                                       November 27, 2006
Douglas V. Reynolds

/s/ Neal W. Scaggs
---------------------------         Director                                       November 27, 2006
Neal W. Scaggs

/s/ Philip Todd Shell
---------------------------         Director                                       November 27, 2006
Philip Todd Shell

/s/ Kirby J. Taylor
---------------------------         Director                                       November 27, 2006
Kirby J. Taylor

/s/ Thomas W. Wright
---------------------------         Director                                       November 27, 2006
Thomas W. Wright
EXHIBIT INDEX

Exhibit Number             Description

  4                 Form of Common Stock Certificate  (incorporated by reference
                    to  Exhibit  4 to the  Registration  Statement  on Form  S-1
                    (Commission  File No.  333-110288),  originally filed by the
                    Company under the Securities Act of 1933 with the Commission
                    on November 6, 2003, and all amendments or reports filed for
                    the purpose of updating such description).

  5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

  10                Portec  Rail   Products,   Inc.   2006  Stock   Option  Plan
                    (incorporated  by  reference  to  Appendix  A to  the  proxy
                    statement   for  the  Company's   2006  Annual   Meeting  of
                    Stockholders  (Commission File No. 000-50543),  filed by the
                    Company  under the  Securities  and Exchange Act of 1934, on
                    April 28, 2006).

  23.1              Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

  23.2              Consent of BKD, LLP

  24                Power of Attorney  (contained in the signature  page to this
                    Registration Statement).
Exhibit 5

                  OPINION OF LUSE GORMAN POMERENK & SCHICK, PC
LUSE GORMAN POMERENK & SCHICK
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW

                     5335 WISCONSIN AVENUE, N.W., SUITE 400
                             WASHINGTON, D.C. 20015

                            TELEPHONE (202) 274-2000
                            FACSIMILE (202) 362-2902
                                 www.luselaw.com

WRITER'S DIRECT DIAL NUMBER                                       WRITER'S EMAIL
(202) 274-2000

October 26, 2006

Board of Directors
Portec Rail Products, Inc.
900 Old Freeport Road
Pittsburgh, Pennsylvania 15238-8250

        Re:      Portec Rail Products, Inc. 2006 Stock Option Plan
                 Registration Statement on Form S-8

Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  issuance of Portec Rail  Products,  Inc.  (the  "Company")
common stock,  par value $1.00 per share (the "Common  Stock"),  pursuant to the
Portec Rail Products,  Inc. 2006 Stock Option Plan (the "Stock Option Plan"). We
have reviewed the Company's Articles of Incorporation, Registration Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the  effectiveness  of the Form S-8, the Common Stock,  when issued in
connection  with the  exercise of options  granted  pursuant to the Stock Option
Plan and shares of Common Stock  granted  under the Stock  Option Plan,  will be
legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                                     Very truly yours,

                                            /s/ LUSE GORMAN POMERENK & SCHICK
                                                -------------------------------
                                                LUSE GORMAN POMERENK & SCHICK
                                                A Professional Corporation
Exhibit 23.2

                               CONSENT OF BKD, LLP
Consent of Independent Registered Public Accounting Firm

We consent to the  incorporation by reference in the  registration  statement of
Portec Rail Products,  Inc. on Form S-8 (Commission  File No.  000-50543) of our
report  dated  February 10, 2006,  on our audits of the  consolidated  financial
statements of Portec Rail  Products,  Inc. as of December 31, 2005 and 2004, and
for the years ended December 31, 2005,  2004 and 2003,  which report is included
in the Annual  Report on Form 10-K of Portec Rail  Products,  Inc.  for the year
ended December 31, 2005.

                                                       /s/ BKD, LLP

Evansville, Indiana
November 29, 2006