FOSTER L B CO
10-Q, 1997-05-15
METALS SERVICE CENTERS & OFFICES
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 Form 10-Q
               Quarterly Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934


For Quarter Ended    March 31, 1997

Commission File Number    0-10436

                            L. B. Foster Company
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Delaware                        25-1324733
        -------------------         ----------------------------     
       (State of Incorporation)         (I.R.S. Employer Identification No.)

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

                              (412) 928-3417
           --------------------------------------------------            
          (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                      Yes    X                   No         

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.


        Class                               Outstanding at May 8, 1997
        ------                               -----------------------
Class A Common Stock, Par Value $.01             10,162,738 Shares   
<PAGE>

                    L. B. FOSTER COMPANY AND SUBSIDIARIES


                                    INDEX
                                    -----



PART I. Financial Information                                     Page
- -----------------------------                                     ----

     Item 1.  Financial Statements:

              Condensed Consolidated Balance Sheets                 2

              Condensed Consolidated Statements of Income           3

              Condensed Consolidated Statements of Cash Flows       4

              Notes to Condensed Consolidated
              Financial Statements                                  5

     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations         8


PART II. Other Information
- ---------------------------
     Item 1.   Legal Proceedings                                    12

     Item 6.   Exhibits and Reports on Form 8-K                     12


Signature                                                           14
<PAGE>
                         PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                      L. B. FOSTER COMPANY AND SUBSIDIARIES  
                      CONDENSED CONSOLIDATED BALANCE SHEETS 
                                 (In Thousands)

                                                 March 31,     December 31,
ASSETS                                             1997            1996
- -----------------------------------------------------------------------------
<S>                                             <C>              <C>
Current Assets:
  Cash and cash equivalents                     $  2,846         $  1,201
  Accounts and notes receivable (Note 3):
    Trade                                         42,114           49,468
    Other                                          2,436              450
- -----------------------------------------------------------------------------
                                                  44,550           49,918

  Inventories (Note 4)                            52,662           42,925
  Current deferred tax assets                      1,018            1,214
  Other current assets                               405              398
- -----------------------------------------------------------------------------
      Total current assets                       101,481           95,656
- -----------------------------------------------------------------------------
Property, Plant & Equipment-At Cost               40,376           40,965
Less Accumulated Depreciation                    (20,368)         (20,498) 
- -----------------------------------------------------------------------------
                                                  20,008           20,467
- -----------------------------------------------------------------------------
Property Held for Resale                           4,053            4,022
- -----------------------------------------------------------------------------
Other Assets                                       3,407            3,253
- -----------------------------------------------------------------------------
TOTAL ASSETS                                    $128,949         $123,398
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------
Current Liabilities:
  Current maturities of long-term debt          $  1,335         $  1,366
  Short-term borrowings (Note 5)                  12,730            6,000
  Accounts payable                                19,224           19,060
  Accrued payroll and employee benefits payable    2,180            3,543
  Other current liabilities                        1,450            2,160
- -----------------------------------------------------------------------------
    Total current liabilities                     36,919           32,129
- -----------------------------------------------------------------------------
Long-Term Debt                                    21,494           21,816
- -----------------------------------------------------------------------------
Deferred Tax Liabilities                             418              394
- -----------------------------------------------------------------------------
Other Long-Term Liabilities                        1,990            1,878
- -----------------------------------------------------------------------------
Stockholders' Equity:
  Class A Common stock                               102              102
  Paid-in capital                                 35,425           35,276
  Retained earnings                               32,745           32,338
  Treasury stock                                    (144)            (535)
- -----------------------------------------------------------------------------
    Total stockholders' equity                    68,128           67,181
- -----------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $128,949         $123,398
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
                    L. B. FOSTER COMPANY AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   (In Thousands, Except Per Share Amounts)

                                                        Three Months
                                                           Ended
          	                                               March 31, 
      	                                              1997        1996
- -----------------------------------------------------------------------------
<S>                                                  <C>         <C>         
Net Sales                                            $54,494     $48,303
- -----------------------------------------------------------------------------
Costs and Expenses:
   Cost of Goods Sold                                 48,060      42,104
   Selling and Administrative Expenses                 5,302       5,403
   Interest Expense                                      535         564
   Other (Income) Expense                                (83)       (128)
- -----------------------------------------------------------------------------
                                                      53,814      47,943
- -----------------------------------------------------------------------------
Income Before Income Taxes                               680         360

Income Tax Expense                                       273         140
- -----------------------------------------------------------------------------	
Net Income                                               407         220
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Earnings Per Common Share  (Note 6)                    $0.04       $0.02
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Average Number of Common 
   Shares Outstanding                                 10,131       9,934	
- -----------------------------------------------------------------------------
Cash Dividend per Common Share		
- -----------------------------------------------------------------------------
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
                    L. B. FOSTER COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                                          Three Months
                                                         Ended March 31,
                                                       1997          1996  
- -----------------------------------------------------------------------------
<S>                                                  <C>           <C>
Cash Flows from Operating Activities:
  Net  Income                                        $  407        $  220
Adjustments to Reconcile Net Income to Net Cash
Provided (Used) by Operating Activities:
  Deferred income taxes                                 220           140
  Depreciation and amortization                         646           874
  Gain on sale of property, plant and equipment        (157)         (178)
Change in Operating Assets and Liabilities:
  Accounts receivable                                 5,368         6,166
  Inventories                                        (9,737)       (3,153)
  Property held for resale                              (31)          358 
  Other current asset                                    (7)           33
  Other non-current assets                             (195)         (288)
  Accounts payable-trade                                164         2,156
  Accrued payroll and employee benefits              (1,363)         (476)
  Other current liabilities                            (710)       (1,239)
  Other liabilities                                     112            93
- -----------------------------------------------------------------------------
 Net Cash (Used) Provided by Operating Activities    (5,283)        4,706
- -----------------------------------------------------------------------------
Cash Flows from Investing Activities:
  Proceeds from sale of property, plant 
   and equipment                                        563         1,079
  Capital expenditures on property, plant
   and equipment                                       (518)         (596)
- -----------------------------------------------------------------------------
 Net Cash Provided by Investing Activities               45           483
- -----------------------------------------------------------------------------
Cash Flows from Financing Activities:
  Proceeds (repayments) from issuance of
   revolving credit agreement borrowings              6,730        (4,665)
  Exercise of stock options                             540            15
  Repayments of long-term debt                         (387)         (331)
- -----------------------------------------------------------------------------
 Net Cash Provided (Used) by Financing Activities     6,883        (4,981)
- -----------------------------------------------------------------------------
Net Increase in Cash and Cash Equivalents             1,645           208

Cash and Cash Equivalents at Beginning of Period      1,201         1,325
- -----------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period          $ 2,846       $ 1,533
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Supplemental Disclosures of Cash Flow Information:
    
Interest Paid                                       $   524       $   602
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Income Taxes Paid                                   $    17       $    34
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
During 1997 and 1996, the Company financed the purchase of certain capital
expenditures totaling $33,500 and $117,000, respectively, through the
issuance of capital leases.

See Notes to Condensed Consolidated Financial Statements.
<PAGE>

                    L. B. FOSTER COMPANY AND SUBSIDIARIES
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting 
principles for complete financial statements. In the opinion of management,
all estimates and adjustments (consisting of normal recurring accruals) 
considered necessary for a fair presentation have been included, however, 
actual results could differ from those estimates.  Operating results for the
three months ended March 31, 1997 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1997. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1996.


2.  ACCOUNTING PRINCIPLES

In October 1995, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation".  The Company
follows the requirements of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," in accounting for stock-based
compensation, and, accordingly, recognizes no compensation expense for stock
option grants, but provides, when material, the pro forma disclosures
required by SFAS No. 123.  


3. ACCOUNTS RECEIVABLE

Credit is extended on an evaluation of the customer's financial condition
and, generally, collateral is not required. Credit terms are consistent with
industry standards and practices. Trade accounts receivable at March 31,
1997 and December 31, 1996 have been reduced by an allowance for doubtful
accounts of $1,854,000 and $1,803,000, respectively. Bad debt expense was 
$51,000 and $57,000 for the three month periods ended March 31, 1997 and 
1996, respectively.


4. INVENTORIES

Inventories of the Company at March 31, 1997 and December 31, 1996 are
summarized as follows (in thousands):
<TABLE>
<CAPTION>
                                      March 31,         December 31,
                                        1997                1996               
- -----------------------------------------------------------------------------
<S>                                   <C>                  <C>
Finished goods                        $ 40,766             $ 31,347
Work-in-process                         11,560               11,117
Raw materials                            3,160                3,135      
- -----------------------------------------------------------------------------
Total inventories at current costs:     55,486               45,599
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(Less):
Current costs over LIFO
  stated values                         (2,224)              (2,074)
Reserve for decline in
  market value of inventories             (600)                (600)
- -----------------------------------------------------------------------------
                                      $ 52,662             $ 42,925
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
Inventories of the Company are generally valued at the lower of last-in,
first-out (LIFO) cost or market. Other inventories of the Company are valued
at average cost or market, whichever is lower. An actual valuation of
inventory under the LIFO method can be made only at the end of each year
based on the inventory levels and costs at that time. Accordingly, interim
LIFO calculations must necessarily be based on management's estimates of 
expected year-end levels and costs.


5. SHORT-TERM BORROWINGS

The Company maintains a $45,000,000 revolving credit agreement.  The 
interest rate is, at the Company's option, based on the prime rate, the
domestic certificate of deposit rate (CD rate) or the Euro-bank rate.  The
interest rates are adjusted quarterly based on the fixed charge coverage
ratio defined in the agreement.  The ranges are prime to prime plus 0.25%,
the CD rate plus 0.45% to the CD rate plus 1.125%, and the Euro-bank rate
plus 0.45% to the Euro-bank rate plus 1.125%.  Borrowings under the agreement,
which expires July 1, 1999, are secured by accounts receivable and inventory.

The agreement includes financial covenants requiring a minimum net worth, a
fixed charge coverage ratio, a leverage ratio and a current ratio.  The
agreement also places restrictions on dividends, investments, capital
expenditures, indebtedness and sales of certain assets.


6. EARNINGS PER COMMON SHARE

Earnings per common share are computed by dividing net income by the average
number of Class A common shares and common stock equivalents outstanding 
during the periods ended March 31, 1997 and 1996 of approximately 10,131,000
and 9,934,000, respectively.

Common stock equivalents are the net additional number of shares which would
be issuable upon the exercise of the outstanding common stock options,
assuming that the Company used the proceeds to purchase additional shares at 
market value. Common stock equivalents had no material effect on the
computation of earnings per share for the periods ending March 31, 1997 and
1996.

In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings per Share", which is required to be adopted on December 
31, 1997.  At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods.  Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded.  The impact of
Statement 128 on the calculations of primary and fully diluted earnings per
share for the first quarters ended March 31, 1997 and March 31, 1996 is not
material.


7. COMMITMENTS AND CONTINGENT LIABILITIES

The Company is subject to laws and regulations relating to the protection of
the environment. While it is not possible to quantify with certainty the
potential impact of actions regarding environmental matters, particularly
any future remediation and other compliance efforts, in the opinion of
management, compliance with the present environmental protection laws will 
not have a material adverse effect on the financial position, competitive 
position, or capital expenditures of the Company. The Company will provide for
any liability as defined in SOP 96-1,"Environmental Remediation Liabilities."
However, the Company's efforts to comply with increasingly stringent 
environmental regulations may have an adverse effect on the Company's future
earnings.

The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business.  In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially
affect the financial position of the Company.

At March 31, 1997, the Company had outstanding letters of credit of
approximately $1,172,000.
<PAGE>
     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations
<TABLE>
<CAPTION>
                                                 Three Months Ended
                                                      March 31, 
- -----------------------------------------------------------------------------
                                                 1997          1996
- -----------------------------------------------------------------------------
                                               (Dollars in thousands)
<S>                                             <C>           <C>
Net Sales:
  Rail Products                                 $23,546       $23,519 
  Construction Products                          19,198        16,018
  Tubular Products                               11,750         8,766 
- -----------------------------------------------------------------------------
    Total Net Sales                              54,494        48,303 
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Gross Profit:
  Rail Products                                   2,687         3,514
  Construction Products                           2,378         2,076
  Tubular Products                                1,369           609
- -----------------------------------------------------------------------------
    Total Gross Profit                            6,434         6,199
- -----------------------------------------------------------------------------
Expenses:
  Selling and administrative expenses             5,302         5,403
  Interest expense                                  535           564
  Other (income) expense                            (83)         (128)
- -----------------------------------------------------------------------------
    Total Expenses                                5,754         5,839 
- -----------------------------------------------------------------------------
Income Before Income Taxes                          680           360
Income Tax Expense                                  273           140
- -----------------------------------------------------------------------------
Net Income                                      $   407       $   220
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997

The net income for the 1997 first quarter was $0.4 million or $0.04 per
share on net sales of $54.5 million.  This compares to a 1996 first quarter
net income of $0.2 million or $0.02 per share on net sales of $48.3 million.
 
Rail products' first quarter net sales in both 1997 and 1996 were $23.5 
million.  Construction products' first quarter net sales increased 20% from
the year earlier quarter, which suffered from harsh winter weather.  Tubular
products' net sales in the quarter were $11.8 million or an increase of 34%
which reflects the improvement in the Coated Pipe Division.  Changes in net
sales are primarily the result of changes in volume rather than changes in
prices.

The gross margin percentage for the total company in the 1997 first quarter 
decreased to 12% from 13% in the 1996 first quarter.  Rail products' gross
margin percentage decreased to 11% from 15% in the first quarter of 1996 due
to increased competitive pricing pressures in the rail market.  Construction
products' gross margin percentage decreased slightly to 12% from 13% due to
implementation of the Company's plan to get out of the pile driving equipment
business.  The gross margin percentage for tubular products climbed to 12% 
from 7% as a result of improvements in the Coated Pipe Division's Birmingham
operations.

Selling and administrative expenses decreased 2% in the 1997 first quarter
from the same period last year while interest expense decreased 5%.  

LIQUIDITY AND CAPITAL RESOURCES 
 
The Company's ability to generate internal cash flow ("liquidity") results
from the sale of inventory and the collection of accounts receivable.  During
the first three months of 1997, the average turnover rate for inventory
decreased slightly from the prior year primarily due to the purchase of 
Bethlehem piling for stock.  The turnover rate for accounts receivable during
the first three months of 1997 was higher than during the same period of the
prior year due to an increase in collection rate.  Working capital at
March 31, 1997 was $64.6 million compared to $63.5 million at December 31, 
1996.

During the first three months of 1997, the Company had capital expenditures
of $0.5 million.  Excluding acquisitions, capital expenditures in 1997 are
not expected to exceed  $3.0 million and are anticipated to be funded by
cash flows from operations.  

Total revolving credit agreement borrowings at March 31, 1997 were $30.7
million or an increase of $6.7 million from the end of the prior year.  At 
March 31, 1997, the Company had approximately  $13.2 million in available
unused borrowing commitment.   Management believes its internal and external 
sources of funds are adequate to meet anticipated needs.


OTHER MATTERS

The Company owns approximately 13% of the common stock in the Dakota,
Minnesota & Eastern Railroad Corporation (DM&E), a privately-held, regional 
railroad which operates over 1,100 miles of track located principally in
South Dakota and Minnesota.  The market value of this investment is not 
readily determinable and, therefore, the investment is recorded in the 
Company's accounts at its historical cost of $0.2 million.  The book value 
of this stock, as reflected in the DM&E's records is about $2 million.  If 
this business is sold, the Company believes that the potential sale price 
could significantly exceed DM&E's book value.

As stated previously, the Company has made a decision to divest its
Fosterweld operations and does not expect to complete any potential sale in 
the near-term.  Additionally, the Company has decided to exit the pile 
driving equipment business through sales and leases of its remaining assets.  

On May 6, 1997 the Company acquired the assets of the Monitor Group, a
division of Industrial Scientific of Delaware, Inc.  The Monitor Group
designs, develops and assembles portable mass spectrometers.  Mass
spectrometers are used to measure gas compositions and concentrations for
various applications, including monitoring air quality for the mining 
industry and serving as a process monitor and diagnostic tool in chemical
manufacturing industries.  For the balance of 1997, the Company anticipates
that the Monitor Group's operating costs will exceed the Division's revenue. 

Management continues to evaluate the overall performance of certain
operations.  A decision to terminate an existing operation could have a 
material effect on near-term earnings but would not be expected to have a 
material adverse effect on the financial condition of the Company.


OUTLOOK

The Company's primary supplier of piling products, Bethlehem Structural 
Products Corporation, has shut down its hot rolled sheet piling and 
structural products facility in Bethlehem, PA as of March 1997.  The Company 
purchased Bethlehem's remaining piling production and will use a portion of 
this inventory to maintain its rental piling business beyond 1997.   

The Company has agreed, in principal, to become Chaparral Steel Corporation's
exclusive distributor of piling products manufactured at Chaparral's
proposed new structural mill.  Chaparral previously has announced that the
new mill would be located in the eastern United States and should be
operational in the first half of 1999.

The rail segment of the business depends on one source for fulfilling 
certain trackwork contracts.  The Company has provided $5.2 million of 
working capital to this supplier in the form of loans and advanced payments.
If, for any reason, this supplier is unable to perform, the Company could 
experience a negative short term effect on earnings.

The Company's operations are in part dependent on governmental funding of 
infrastructure projects. Significant changes in the level of government 
funding of these projects could have a favorable or unfavorable impact on 
the operating results of the Company.  Additionally, governmental actions 
concerning taxation, tariffs, the environment or other matters could impact
the operating results of the Company. The Company's operations results may 
also be affected by the weather. 

Although backlog is not necessarily indicative of future operating results, 
total Company backlog at March 31, 1997, was approximately $68 million.  
This does not include the previously awarded Tren-Urbano project which will 
have an order value of $17 - $20 million.  If this project was included in 
the following table, Rail Products' backlog would be, at a minimum,  $51 
million and the total backlog would be $85 million.
<TABLE>
<CAPTION>
                                              Backlog
                            ---------------------------------------
                                March 31,              December 31,
                            1997        1996               1996
                            ---------------------------------------
                                      (Dollars in thousands)
<S>                        <C>         <C>              <C>
Rail Products              $ 33,928    $ 43,722         $ 36,100
Construction Products        22,048      37,562           28,080
Tubular Products             12,523      13,872           11,328
                           ---------------------------------------- 
    Total Backlog          $ 68,499    $ 95,156         $ 75,508  
                           ----------------------------------------
                           ---------------------------------------- 
</TABLE>


FORWARD-LOOKING STATEMENTS

The Company wishes to caution readers that various factors could cause the 
actual results of the Company to differ materially from those indicated by 
forward-looking statements made from time to time in news releases, reports, 
proxy statements, registration statements and other written communications 
(including the preceding sections of this Management's Discussion and 
Analysis), as well as oral statements made from time to time by 
representatives of the Company.  Except for historical information, matters
discussed in such oral and written communications are forward-looking 
statements that involve risks and uncertainties, including but not limited to
general business conditions, the availability of material from major
suppliers, the impact of competition, the seasonality of the Company's 
business, taxes, inflation and governmental regulations.
<PAGE>
PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
         See Note 7, "Commitments and Contingent Liabilities", to the
         Condensed Consolidated Financial Statements.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

      a) EXHIBITS 
         Unless marked by an asterisk, all exhibits are incorporated herein
         by reference:

       3.1    Restated Certificate of Incorporation as amended to date
              filed as Exhibit 3.1 to Form 10-Q for the quarter ended March
              31, 1987.

       3.2    Bylaws of the Registrant, as amended to date, filed as
              Exhibit 3.2 to Form 10-K for the year ended December 31,
              1993.

       4.1    Amended and Restated Loan Agreement by and among the
              Registrant and Mellon Bank, N.A., NBD Bank, and Corestates
              Bank, N.A. dated as of November 1, 1995 and filed as 
              Exhibit 4.1 to Form 10-K for the year ended December 31,
              1995.

     10.15    Lease between the Registrant and Amax, Inc. for manufacturing
              facility at Parkersburg, West Virginia, dated as of October
              19, 1978, filed as Exhibit 10.15 to Registration Statement
              No.  2-72051.

     10.16    Lease between Registrant and Greentree Building Associates
              for Headquarters office, dated  as of June 9, 1986, as
              amended to date, filed as Exhibit 10.16 to Form 10-K for 
              the year ended December 31, 1988.

     10.16.1  Amendment dated June 19, 1990 to lease between Registrant and
              Greentree Building Associates, filed as Exhibit 10.16.1 to
              Form 10-Q for the quarter ended June 30, 1990.

     10.19    Lease between the Registrant and American Cast Iron Pipe
              Company for Pipe Coating Facility in Birmingham, Alabama
              dated December 11, 1991 and filed as Exhibit 10.19 to
              Form 10-K for the year ended December 31, 1991.

  *  10.19.1  Amendment to Lease between the Registrant and American Cast
              Iron Pipe Company for Pipe Coating Facility in Birmingham, 
              Alabama dated April 15, 1997.

     10.33.2  Amended and Restated 1985 Long-Term Incentive Plan, as
              amended and restated February 26, 1997 and filed as Exhibit 
              10.33.2 to Form 10-K for the year ended December 31, 1996.
              **
 
     10.45    Medical Reimbursement Plan filed as Exhibit 10.45 to Form
              10-K for the year ended December 31, 1992.  **

     10.46    Leased Vehicle Plan as amended to date. Filed as Exhibit 
              10.46 to Form 10-K for the year ended December 31, 1993.  **

     10.49    Lease agreement between Newport Steel Corporation and L.B.
              Foster Company dated as of October 12, 1994 and filed as 
              Exhibit 10.49 to Form 10-Q for the quarter ended September
              30, 1994.

     10.50    L. B. Foster Company 1997 Incentive Compensation Plan.  Filed
              as Exhibit 10.50 to Form 10-K for the year ended December 31,
              1996.  **

     10.51    Supplemental Executive Retirement Plan.  Filed as Exhibit
              10.51 to Form 10-K for the year ended December 31, 1994.  **

     10.52    L. B. Foster Company Officer Loan Program.  Filed as Exhibit
              10.52 to Form 10-Q for the quarter ended September 30, 1996.

     10.53    Amendment to L. B. Foster Company Officer Loan Program.
              Filed as Exhibit 10.53 to Form 10-K for the year ended
              December 31, 1996. 

     19       Exhibits marked with an asterisk are filed herewith.

     **       Identified management contract or compensatory plan or
              arrangement required to be filed as an exhibit.

b) REPORTS ON FORM 8-K

No reports on Form 8-K were filed by the Registrant during the three month 
period ended March 31, 1997.
<PAGE>




                                     SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.






                                         L. B. FOSTER COMPANY 
                                         --------------------------
                                               (Registrant)


Date:  May 15, 1997                      By /s/Roger F. Nejes
                                         --------------------------
                                            Roger F. Nejes
                                            Sr. Vice President-
                                            Finance and Administration
                                            & Chief Financial Officer
                                            (Principal Financial Officer
                                            and Duly Authorized Officer	
                                            of Registrant)

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           2,846
<SECURITIES>                                         0
<RECEIVABLES>                                   44,550
<ALLOWANCES>                                     1,854
<INVENTORY>                                     52,662
<CURRENT-ASSETS>                               101,481
<PP&E>                                          50,541
<DEPRECIATION>                                  26,480
<TOTAL-ASSETS>                                 128,949
<CURRENT-LIABILITIES>                           36,919
<BONDS>                                         21,494
                                0
                                          0
<COMMON>                                           102
<OTHER-SE>                                      68,128
<TOTAL-LIABILITY-AND-EQUITY>                   128,949
<SALES>                                         54,494
<TOTAL-REVENUES>                                54,494
<CGS>                                           48,060
<TOTAL-COSTS>                                   48,060
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 535
<INCOME-PRETAX>                                    680
<INCOME-TAX>                                       273
<INCOME-CONTINUING>                                407
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       407
<EPS-PRIMARY>                                      .04
<EPS-DILUTED>                                      .04
        

</TABLE>



                         AMENDMENT TO SUBLEASE AGREEMENT
                                   (as amended)
                                     BETWEEN
                         AMERICAN CAST IRON PIPE COMPANY
                                       AND
                              L.B. FOSTER COMPANY

                          Dated as of December 11, 1991

                                AMENDMENT NO. 3
                         Dated as of  April 15 , 1997

<PAGE>

                                AMENDMENT NO. 3
                            TO SUBLEASE AGREEMENT

THIS AMENDMENT TO SUBLEASE AGREEMENT dated December 11, 1991, as amended, 
("Sublease") by and between AMERICAN CAST IRON PIPE COMPANY, a Georgia 
corporation, ("Landlord") and L.B. FOSTER COMPANY, a Delaware corporation, 
("Tenant") is made and entered into between Landlord and Tenant on and as of 
this the 15th day of April, 1997 ("Amendment").

                                  WITNESSETH:

WHEREAS, Landlord and Tenant desire to further amend the Sublease which has 
heretofore been amended by Amendment No. 1 amending Exhibit "A" to the 
Sublease and by Amendment which provides that the Commencement Date of the 
Sublease is April 1, 1992, and extends the term of the Sublease; and

WHEREAS, Tenant has requested that Landlord construct the improvements 
identified on Exhibit 2A to this Amendment on the "demised premises" 
(as herein defined), and Landlord is willing to construct the improvements 
("Improvement" or "Improvements") on and subject to the terms and conditions 
set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual undertakings,
covenants, promises, and agreements herein contained, and for other good and 
valuable consideration, receipt of which is acknowledged, Landlord and Tenant
agree as follows:
<PAGE>

A. CERTAIN AGREEMENTS.

 1. Except as otherwise provided herein, all defined terms in the Sublease
 are incorporated by reference into this Amendment.

	2. As used in the Sublease:

	(a) the term, "demised premises" is hereby redefined to mean the coating 
 yard described on Amended Exhibit "A" to the Sublease and any and all 
 improvements located on the demised premises;

	(b) the term, "building" means the building referenced in Exhibit "B" to the
 Sublease (such building is referred to herein as "building" or "Original 
 Building") and the term "buildings" means any and all enclosed structures 
 located on the demised premises, including, without limitation, the 
 Improvement or Improvements and the Original Building;

 (c) the term, "Supplemental Commencement Date," means the first day of the
 first month immediately following the earlier of (i) the date on which the 
 Landlord's representative responsible for supervising construction shall 
 certify in writing to Landlord or the Prime Landlord that the Improvement is 
 substantially complete and ready for use (except for the personal property 
 required to be installed or supplied by Tenant), or (ii) the date of the 
 issuance by the appropriate governmental authority of a temporary certificate
 of occupancy for the building comprising the Improvement or (iii) the date on 
 which Tenant commences business in such building;

 (d) the term, "Supplemental Sublease Year," means the period of twelve (12)
consecutive months commencing on the Supplemental Commencement Date and on 
each annual anniversary of the Supplemental Commencement Date during the 
term of this Sublease; and

(e) the term "rent" or "rents" or "rental" or "rentals" as used in Article 7,
 Article 13, Article 15(d) and 15(f), Article 16, Article 19(b), and Article
 28(a) shall mean and include "Basic Rent," "Additional Rent," and 
"Supplemental Rent," as those terms are defined in the Sublease.

B. FURTHER AGREEMENTS AND AMENDMENTS.

1. ARTICLE 1. PREMISES AND TERM. Article 1 (Premises and Term) is hereby 
amended,

	(a) by changing and amending the first paragraph of Article 1 to read as 
follows:

		"Landlord subleases to Tenant, and Tenant does sublease and take from
Landlord, the demised premises." and,

	(b) by changing and amending the second paragraph of Article 1 to read  
as follows:

"TO HAVE AND TO HOLD the said demised premises, together with all and 
singular the improvements "thereunto belonging or in any manner appertaining,
unto Tenant for a term commencing on the Commencement Date set forth in 
Article 3 hereof, and continuing thereafter to and including the fifth (5th) 
anniversary of the Supplemental Commencement Date, subject, however, to 
earlier termination as provided elsewhere in this sublease."

	2. The following is hereby added as Article 2A:

ARTICLE 2A. CONSTRUCTION OF IMPROVEMENTS.  Landlord agrees to
construct or cause to be constructed the Improvements on the Demised 
Premises, in accordance with the plans and specifications prepared by 
Landlord's engineering department, and dated ________, 1997, copies of which
are attached hereto and incorporated herein as Exhibit "2A" and have been 
initialed by Landlord and Tenant, which plans and specifications the parties 
have carefully reviewed and specifically approved."

	3. (a)  The parties agree that Article 3(a) of the Sublease has been fully
executed and performed, and that the Commencement Date was April 1, 1992; 

		(b) Article 3(b) (Fixed Commencement Date) is hereby amended to read as 
follows:

		"(b) Recordable Declaration. Upon the demand of either Landlord or Tenant,
the parties hereto will execute a written declaration in recordable form 
expressing the specific commencement and termination dates of the term of 
this Sublease."

	4.    Article 6(a) is hereby amended by changing and amending the last 
sentence thereof to read as follows:

	"In addition to the Basic Rent, Tenant shall pay additional rent and 
supplemental rent based upon a percentage of Tenant's gross revenues from 
business operations conducted on the demised premises, as hereinafter set 
forth."
	
	5.    Article 6(b) is hereby amended as follows:
		(a)   by changing and amending the first paragraph of Article 6(b)(ii) to 
read as follows:

"(ii) During each subsequent Sublease Year or, in the event of termination of
 this Sublease prior to the expiration of twelve (12) months from the date of
 commencement of any such Sublease Year, the part of the Sublease Year 
 remaining until the expiration or earlier termination of the term of this 
 Sublease, in addition to the Basic Rent, Tenant shall pay to Landlord an 
 Additional Rent for the demised premises equal to a mutually agreed upon 
 percentage of Tenant's gross revenues earned by Tenant's pipe coating
 operations conducted in the demised premises."

	(b) by changing and amending the first sentence of the second paragraph 
of Article 6(b)(ii) to read as follows:

	"If Tenant and Landlord are unable to agree upon a mutually acceptable 
percentage of gross revenues to be paid by Tenant as Additional Rent at least
ninety (90) days prior to commencement of each succeeding year or part year 
to which such percentages shall apply, the following shall apply for the 
following year or part thereof remaining until the expiration or earlier 
termination of the term of this Sublease."

(c) by adding the following as Article 6(b)(iii):

	"(iii) During each Supplemental Sublease Year or, in the event of 
termination of this Sublease prior to the expiration of twelve (12) months 
from the date of commencement of any such Supplemental Sublease Year, the 
part of the Supplemental Sublease Year remaining until the expiration or 
earlier termination of the term of this Sublease, in addition to the 
Additional Rent, Tenant shall pay the Landlord additional rent for the 
demised premises ("Supplemental Rent") equal to three-quarters of one percent
(0.75%) of "gross revenues" (as defined in the Sublease) earned in the 
coating of pipe by Tenant (regardless of pipe size) in the demised premises."

6. Article 6(d) (Method of Payment of Additional Rent) is hereby amended by 
adding the words, "and Supplemental Rent" after the words "Additional Rent" 
wherever "Additional Rent" appears in Article 6(d), and by changing the verb 
"is" to "are" wherever required for grammatical correctness as a result of 
such addition of the words "and Supplemental Rent."

	7. (a) Article 6(e)(i) is hereby amended to read as follows:

 "(i) Within thirty (30) days after the end of each calendar quarter during 
the Sublease term and after the expiration or earlier termination of the 
Sublease term if such expiration or termination shall occur during a calendar
quarter, Tenant shall furnish to Landlord a verified, detailed statement 
certified as to its accuracy by an officer of Tenant, setting forth the 
amount of gross revenues of Tenant from coating operations during the 
preceding quarter or, if applicable, part thereof, showing the
amount of Additional Rent and Supplemental Rent required to be paid by 
Tenant for such quarter or, if applicable, shorter period, and providing a 
breakdown of the calculations of the Additional Rent and Supplemental Rent. 
Simultaneously with the delivery of such statement, Tenant shall pay to 
Landlord all such Additional Rent and Supplemental Rent other than the 
Additional Rent and Supplemental Rent to be deducted by Landlord from 
Tenant's invoices. Tenant shall keep a full and accurate set of records 
adequately showing the amount of gross revenues arising out of operations 
conducted on the demised premises each month during the Sublease term."

(b) Article 6(e)(ii) is hereby amended as follows:

	(1) by deleting the period at the end of the first sentence of Article 
6(e)(ii) and there inserting the words, "or part thereof that shall have 
expired as of the expiration of the term or earlier termination of this 
Sublease."; and

(2) by deleting the last two sentences thereof and, in lieu of such sentences, 
inserting the following:

"If an inspection accurately discloses that further Additional Rent or 
Supplemental Rent is owed by Tenant, the Tenant will immediately deliver its 
payment of such Additional Rent or Supplemental Rent or both. The acceptance 
by Landlord of Additional Rent or Supplemental Rent shall not be deemed a 
waiver of its rights to claim further Additional Rent or Supplemental Rent 
or both after a review and inspection of Tenant's books and records."

	(c) Article 6(e)(iii) is hereby amended by adding the words "or Supplemental
Rent" after the words "Additional Rent" where "Additional Rent" appears in 
Article 6(b)(iii).

	8. Article 8(a)(i) (Insurance -- All Risks of Physical Loss or Damage) is 
hereby amended to read as follows:

	"(i) All Risks of Physical Loss or Damage. During the term of this Sublease,
 Tenant shall reimburse Landlord for the amount of the annual premium paid by 
Landlord to maintain insurance on any improvements located on the demised 
premises against all risks of physical loss or damage as provided by the 
insurance. The insurance shall be maintained in an amount at all times not 
less than 100% of the full insurable value thereof, subject to a
deductible of $25,000 per occurrence. The term "full insurable value" shall 
mean actual replacement value of any buildings or other improvements. Full 
insurable value shall be determined from time to time (but not more 
frequently than once in any twelve (12) calendar months) at the request of 
Landlord by the insurer or, at the option of Landlord, by an appraiser, 
engineer, architect, or contractor who shall be mutually acceptable to 
Landlord and the Prime Landlord. The Landlord shall be the named insured and
the Prime Landlord shall be an additional named insured.  All payments for 
loss shall be paid to Landlord.  Tenant agrees to pay Landlord the 
replacement value of any physical loss or damage to any of the buildings 
that is, by virtue of the deductible only, not covered by insurance."

	9. Article 13 (Maintenance and Repairs) is hereby amended by changing and 
amending the first paragraph of said Article to read as follows:

"It is understood and agreed that Landlord shall, at its sole cost and 
expense, keep and maintain during the term of this Sublease or any extension 
or renewal thereof the foundations, roofs, and structural support portions of
the exterior of all buildings in proper condition and in a good state of 
repair. Landlord shall be responsible for the initial painting of the 
Improvement and Tenant shall be responsible for thereafter painting the 
Improvement and any other buildings. Landlord shall not be responsible 
for any maintenance or repair caused by the fault or neglect of Tenant or due
to hazards and risks covered or required to be covered by insurance hereunder
except as insurance proceeds are available therefor.  All other
maintenance and repair of the buildings, including cleaning of exteriors 
(other than the initial painting of the Improvement) and interior walls, and 
maintenance and repairs, and replacement of equipment, shall be the sole 
responsibility of Tenant."

l0. Article 14 (Fire or Other Casualty Losses) is hereby amended to read as 
follows:

"ARTICLE 14. FIRE OR OTHER CASUALTY LOSSES. If any improvement or
improvements located on the demised premises should be damaged or destroyed 
during the Sublease Term by fire or other insurable casualty without the 
fault of Tenant, Landlord shall repair and/or restore the same to 
substantially the condition such improvement or improvements was in 
immediately prior to such damage or destruction, except as in this Article 
provided. Landlord's obligation under this Article shall in no event exceed 
the scope of the work required to be done by Landlord in the original 
construction of any such improvement.  Landlord shall not be required to, but
Tenant, unless otherwise agreed by Landlord, may with due dispatch replace or
restore forthwith any trade fixture, signs, or other
installations theretofore installed by Tenant. Basic Rent payable under this 
Sublease shall be abated if such fire or other insurable casualty renders the
Original Building unusable by Tenant, but if any such casualty is caused by 
the fault of Tenant, there shall be no abatement of rent. Such abatement 
shall continue for the period commencing with such casualty and
ending with the completion by Landlord of such work or repair and/or 
reconstruction as Landlord is obligated to do. If, however, the Original 
Building shall be damaged or destroyed by any cause so that the Landlord
shall decide to demolish or abandon, or completely rebuild it, Landlord may, 
within sixty (60) days after such damage or destruction, give Tenant written 
notice of such decision, and thereupon this Sublease shall be deemed to have 
terminated as of the date of the damage or destruction and Tenant shall 
immediately quit and surrender the demised premises to Landlord; provided 
that Tenant shall have sixty (60) days thereafter to remove its property  
from the demised premises."

11. Article 15 (Eminent Domain) is hereby amended as follows:

	(a) by inserting the words "Supplemental Rent" after "Rent," in the fifth 
line of

Article 15(b);

(b) by changing and amending subpart (c) to read as follows:

	"(c) Partial Condemnation. (i) If less than the whole or less than 
substantially all of the demised premises shall be taken in such proceedings,
and the part so taken shall consist only of the property and improvements 
surrounding the Original Building or any part thereof, but not the Original 
Building itself, the Sublease shall terminate only as to the portion so 
taken; this Sublease shall continue for the balance of its term as to the 
part of the demised premises remaining after such taking and the rents to be
paid by Tenant after such taking for the remaining part of the demised
premises shall be reduced by an amount agreed upon by Landlord and Tenant,
taking into account all factors that are reasonably relevant in the 
circumstances. If Landlord and Tenant are unable to agree on the amount of
such reduction within thirty (30) days after the mailing by Landlord of a 
written notice to Tenant that the premises have been so taken, then the 
reduction shall be an amount as shall be determined by arbitration as 
provided in this Sublease."

	"(ii) If the part so taken shall include all or substantially all of the 
Original Building, Tenant shall have the right to cancel and terminate this 
Sublease as of the date of such taking by giving the Landlord notice in 
writing of such election within thirty (30) days after the mailing by 
Landlord of a written notice to Tenant that the premises have been so taken 
and the Basic Rent, Additional Rent, and Supplemental Rent and all of the 
sums and charges in this Sublease provided to be paid by Tenant shall be
apportioned and paid to the date of such termination.

If Tenant shall not elect to terminate, this Sublease shall continue for the
balance of its term as to the part of the demised premises remaining with no
adjustment in rents payable hereunder; provided, that if the taking shall 
render the Improvement unusable by Tenant for the purposes set forth in 
Article 5 hereof, the Supplemental Rent shall abate."

(c) by changing and amending subpart (d) to read as follows:
 
	"(d) Restoration. If less than the whole or less than all or substantially 
all of the Original Building shall be taken in such proceedings, and Tenant 
shall not have elected to terminate this Sublease if permitted by the terms 
hereof, Landlord shall, with reasonable dispatch, repair the remaining 
portion of such structure or structures so as to restore it or them complete,
but Landlord shall not be obligated to extend any part of such structure 
beyond any boundary of the real property described on Exhibit "A" to this 
Sublease or to restore any structure in violation of any applicable zoning
ordinances or regulations or other laws; Landlord shall not be obligated to
expend on any structure more than the sum allowed to Landlord in such
proceeding for damage to the structure, less all expenses incurred by 
Landlord in such proceeding; nor shall there be any abatement of any rent 
due hereunder during such restoration; provided, that if the expense of such 
restoration would be greater than the sum allowed to Landlord, less such 
expenses in the condemnation proceeding, then Landlord shall have an option, 
for a period of thirty (30) days after such partial taking, within which to 
decide whether to make the restoration or terminate this Sublease. If, 
within such thirty-day period, Landlord shall give written notice to Tenant 
of termination, this Sublease and the term hereof shall terminate and expire 
on the last day of the calendar month following the month in which such
notice shall be given and the Basic Rent, Additional Rent, Supplemental Rent,
and other sums or charges in this Sublease provided to be paid by Tenant 
shall be paid to the date of such termination; provided, that if Tenant 
shall agree in writing, within twenty (20) days after receiving any such 
notice of termination from Landlord, to pay the difference by which the cost
of such restoration exceeds the sum allowed to Landlord in such condemnation
proceeding, less such expenses, then Landlord's notice of termination and
right to terminate hereunder shall cease and Landlord shall make such 
such restoration as herein before required."

(d) by changing and amending subpart (e) to read as follows:

"(e) Substantially all of the Premises or Original Building.  For the purposes
of this Article, aubstantially all of the demised premises or of the Original
Building shall be deemed to be taken if the portion of the demised premises 
or Original Building not so taken does not constitute, or cannot be repaired 
or reconstructed so as to constitute, a complete plot and structures or, 
in the case of the Original Building, so as to constitute a complete 
structure, useable by Tenant as an entity for the proper conduct of its 
business as such business is described in Article 5.  In the event of any
dispute between Landlord and Tenant as to whether "substantially all" of the
demised premises or of the Original Building are taken, such dispute shall be
submitted to and determined by arbitration as provided in this Sublease."

(e) by changing and amending subpart (f) to read as follows:

"(f) Rents During Arbitration.  The rents hereunder shall not abate during any
arbitration proceeding or pending any arbitration award pursuant to this 
Article, but an adjustment in such rents, including a retroactive adjustment 
for any period during which Tenant may have been deprived of the use of 
either the Improvement or the Original Building, or any part of either, shall
be made as soon as the exact amount thereof payable shall have been
determined by the arbitration award."

12. Article 16 (Default) is hereby amended by changing and amending subpart 
(a)(i) thereof to read as follows:

"(i) Rent Default. Tenant shall fail to pay installment of any of the rents
due hereunder on the date that any thereof is due and such failure shall 
continue for a period of ten (l0) days after the giving of notice by 
Landlord of written demand for such payment; provided, however, that three 
(3) or more successive failures to pay any such rent within ten (10) days of 
the due date thereof shall constitute an event of default without the 
necessity of Landlord making any written demand;"

	13. Article 19 (Subordination and Attornment) is hereby amended by changing 
and amending subparagraph (b) thereof to read as follows:

	"(b) Nondisturbance. So long as Tenant is not in default in the payment of 
any rents due hereunder or in the performance of any of the terms of this 
Sublease, the Tenant's possession of the demised premises and the Tenant's 
rights and privileges under the Sublease or any renewal thereof shall not be 
diminished or interfered with by the mortgagee."

	14. Article 21 (Assignment and Subleasing) is hereby amended by changing the
word "Foster" to "Tenant" and the word "American" to "Landlord" as the same 
appear in said Article.

15. (a) The heading of Article 22 is changed to read: SERVICE AGREEMENT AND 
SUBLEASE TERMINATION.

	(b) The first and second paragraphs of Article 22 (Automatic Renewal) are 
hereby deleted.

	16. Article 23 is hereby amended by adding, "Supplemental Rent," after the 
words, "Additional Rent," in the second line of said Article.

17. Article 31 (Notices) is hereby amended by changing the address of Samuel 
W. Oliver, Jr., Esq. to read as follows:

Samuel W. Oliver, Jr., Esq.
Burr & Forman LLP
420 North 20th Street, Suite 3100 (35203)
P.O. Box 830719
Birmingham, Alabama 35283-0719

and by changing and amending the last paragraph of Article 31 to read as 
follows:

"All notices shall be deemed to be given when actually received by or for 
the intended recipient at such recipient's address."

C. Except as amended hereby, all provisions of the Sublease shall remain in 
full force and effect.


IN WITNESS WHEREOF, Landlord and Tenant have duly executed and affixed their 
respective seals to this instrument, being duly authorized in the premises, 
on the day and year first above written.


                               LANDLORD:

                               American Cast Iron Pipe Company,
                               a Georgia corporation

                               By: /s/J. M. O'Brien
                                 Its: V.P. Sales

                               TENANT:	
  
                               L. B. Foster Company,
                               a Deleware Corporation

                               By:  /s/Lee B. Foster
                                  Its: President








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