UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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,~~June 30, 2005

Commission File Number 0-10436

L. B. Foster Company ~~-------------------- (Exact~~

(Exact name of Registrant as specified in its charter) Pennsylvania 25-1324733 ------------ ---------- (State of Incorporation) (I. R. S. Employer Identification No.) 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 ------------------------------------------- ----- (Address of principal executive offices) (Zip Code)


Pennsylvania		25-1324733

(State of Incorporation)		(I. R. S. Employer Identification No.)


415 Holiday Drive, Pittsburgh, Pennsylvania		15220

(Address of principal executive offices)		(Zip Code)

(412) 928-3417 ~~-------------- (Registrant's~~

(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 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]~~þ No ~~[ ]~~ o

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes ~~[X]~~þ No ~~[ ]~~ o

Indicate the number of shares of each of the ~~registrant's~~registrant’s classes of common stock as of the latest practicable date. Class Outstanding at April 29, 2005 ----- ----------------------------- Common Stock, Par Value $.01 10,076,020 Shares


Class		Outstanding at July 25, 2005
Common Stock, Par Value $.01		10,107,270 Shares

L.B. FOSTER COMPANY AND SUBSIDIARIES

INDEX ----- PART I. Financial Information Page - ------------------------------ ---- Item 1. Financial Statements: Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of Operations 4 Condensed Consolidated Statements of Cash Flows 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures about Market Risk 21 Item 4. Controls and Procedures 21 PART II. Other Information - --------------------------- Item 1. Legal Proceedings 22 Item 5. Other Information 22 Item 6. Exhibits 22 Signature 25 3

PART I. FINANCIAL INFORMATION ~~-----------------------------~~

ITEM 1. FINANCIAL STATEMENTS ~~- ----------------------------~~

L. B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)


	June 30,			December 31,
	2005			2004
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	3,042		$	280
Accounts and notes receivable:
Trade		57,699			39,759
Other		897			170

		58,596			39,929
Inventories		68,386			42,014
Current deferred tax assets		1,289			1,289
Other current assets		996			786

Total Current Assets		132,309			84,298


Property, Plant & Equipment — At Cost		78,677			70,467
Less Accumulated Depreciation		(42,255	)		(40,089	)

		36,422			30,378


Other Assets:
Goodwill		350			350
Other intangibles — net		353			430
Investments		15,192			14,697
Deferred tax assets		3,877			3,877
Other assets		195			65

Total Other Assets		19,967			19,419

TOTAL ASSETS	$	188,698		$	134,095


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	765		$	477
Short-term borrowings		2,067			112
Accounts payable — trade		52,748			27,736
Accrued payroll and employee benefits		3,895			3,308
Current deferred tax liabilities		3,942			3,942
Other accrued liabilities		3,972			1,892

Total Current Liabilities		67,389			37,467


Long-Term Borrowings		36,016			14,000

Other Long-Term Debt		4,000			3,395

Deferred Tax Liabilities		2,898			2,898

Other Long-Term Liabilites		2,036			2,592


STOCKHOLDERS’ EQUITY:
Common stock		102			102
Paid-in capital		35,267			35,131
Retained earnings		42,105			39,879
Treasury stock		(400	)		(654	)
Accumulated other comprehensive loss		(715	)		(715	)

Total Stockholders’ Equity		76,359			73,743

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	188,698		$	134,095

See Notes to Condensed Consolidated Financial Statements. 4

L. B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts)


	Three Months						Six Months
	Ended						Ended
	June 30,						June 30,
	2005			2004			2005			2004
	(Unaudited)						(Unaudited)
Net Sales	$	97,808		$	76,827		$	173,122		$	142,279
Cost of Goods Sold		87,048			67,494			154,362			126,964

Gross Profit		10,760			9,333			18,760			15,315

Selling and Administrative Expenses		7,971			7,054			15,140			13,455
Interest Expense		573			469			997			932
Other Income		(227	)		(350	)		(727	)		(1,044	)

		8,317			7,173			15,410			13,343


Income Before Income Taxes		2,443			2,160			3,350			1,972

Income Tax Expense		845			865			1,124			790


Net Income	$	1,598		$	1,295		$	2,226		$	1,182


Basic Earnings Per Common Share	$	0.16		$	0.13		$	0.22		$	0.12


Diluted Earnings Per Common Share	$	0.15		$	0.13		$	0.21		$	0.12

See Notes to Condensed Consolidated Financial Statements. 5

L. B. FOSTER COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)


	Six Months
	Ended June 30,
	2005			2004
	(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income	$	2,226		$	1,182
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization		2,476			2,595
Loss (gain) on sale of property, plant and equipment		27			(308	)
Unrealized gain on derivative mark-to-market		(345	)		(374	)
Change in operating assets and liabilities:
Accounts receivable		(18,667	)		(11,615	)
Inventories		(26,372	)		(436	)
Other current assets		(210	)		(265	)
Other noncurrent assets		(625	)		(163	)
Accounts payable — trade		25,012			3,909
Accrued payroll and employee benefits		587			362
Other current liabilities		2,425			580
Other liabilities		(556	)		(1,285	)

Net Cash Used by Operating Activities		(14,022	)		(5,818	)


CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property, plant and equipment		8			982
Capital expenditures on property, plant and equipment		(7,278	)		(1,541	)

Net Cash Used by Investing Activities		(7,270	)		(559	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit agreement borrowings		21,904			4,000
Proceeds from other short-term borrowings		2,067			—
Exercise of stock options and stock awards		390			1,331
Repayments of long-term debt		(307	)		(365	)

Net Cash Provided by Financing Activities		24,054			4,966


Net Increase (Decrease) in Cash and Cash Equivalents		2,762			(1,411	)

Cash and Cash Equivalents at Beginning of Period		280			4,134

Cash and Cash Equivalents at End of Period	$	3,042		$	2,723


Supplemental Disclosure of Cash Flow Information:

Interest Paid	$	833		$	827

Income Taxes Paid	$	9		$	173

During the first ~~three~~six months of 2005 the Company financed $1.2 million in capital expenditures through the execution of capital leases. There were no capital expenditures financed through the execution of capital leases during the first ~~three~~six months of 2004.

See Notes to Condensed Consolidated Financial Statements. 6

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. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the year ended December 31, 2005. Amounts included in the balance sheet as of December 31, 2004 were derived from our audited balance sheet. For further information, refer to the consolidated financial statements and footnotes thereto included in the ~~Company's~~Company’s annual report on Form 10-K for the year ended December 31, 2004.

2.ACCOUNTING PRINCIPLES ~~- ------------------------~~

In December 2004, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123(R), ~~"Share-Based Payment"~~“Share-Based Payment” (SFAS 123R). SFAS 123R replaces FASB Statement No. 123, ~~"Accounting~~“Accounting for Stock Based ~~Compensation"~~Compensation” (SFAS 123), supersedes APB ~~21, "Accounting~~25, “Accounting for Stock Issued to Employees,"” and amends FASB Statement No. 95, ~~"Statement~~“Statement of Cash Flows."” Generally, the approach in SFAS 123R is similar to the approach described in SFAS 123. However, SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. Disclosure of the effect of expensing the fair value of equity compensation is currently required under existing literature. The statement also requires the tax benefit associated with these share based payments be classified as financing activities in the Statement of Cash Flows rather then operating activities as currently permitted. In April 2005, the Securities and Exchange Commission delayed the effective date of this statement until the beginning of the first annual reporting period that begins after June 15, 2005. The Company will begin recording compensation expense utilizing modified prospective application in its 2006 first quarter financial statements. Adoption of this standard is not expected to have a material effect on its financial position or results of operations.

On October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (the Act). The Act provides a deduction for income from qualified domestic production activities, which will be phased in from 2005 through 2010. When fully phased-in, this deduction will be equal to 9 percent of the lesser of (a) ~~"Qualified~~“Qualified Production Activities ~~Income"~~Income” (QPAI), as defined in the act, or (b) taxable income (after utilization of any net operating loss carryforwards. In all cases, the deduction is limited to 50 percent of W-2 wages of the taxpayer. In return, the Act also provides for a two-year phase-out (except for certain pre-existing binding contracts) of the existing Extraterritorial Income Exclusion (ETI) benefit for foreign sales that the World Trade Organization (WTO) ruled was an illegal export subsidy.

On December 1, 2004, FASB Staff Position (FSP) No. FAS109-1, ~~"Application~~“Application of FASB Statement 109, Accounting for Income Taxes, to the Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of ~~2004"~~2004”, was issued. FSP No. 109-1 clarifies that this tax deduction should be accounted for as a special deduction in accordance with SFAS No. 109, ~~"Accounting~~“Accounting for Income ~~Taxes"~~Taxes”. As such the special deduction has no effect on deferred tax assets and liabilities existing at the date of enactment. Rather, the impact of this deduction will be reported in the period in which the deduction is claimed on our tax return beginning in 2005. The Company has assessed the impact of this deduction and for 2005, anticipates a de minimis benefit due to the anticipated utilization of net operating loss carryforwards. 7

3.ACCOUNTS RECEIVABLE ~~- ----------------------~~

Credit is extended on an evaluation of the ~~customer's~~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,~~June 30, 2005 and December 31, 2004 have been reduced by an allowance for doubtful accounts of ($~~1,074,000)~~1,135,000) and ($1,019,000), respectively. Bad debt expense was ~~$56,000~~$117,000 and ~~$41,000~~$133,000 for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2005 and 2004, respectively.

4.INVENTORIES ~~- --------------~~

Inventories of the Company at ~~March 31,~~June 30, 2005 and December 31, 2004 are summarized as follows in thousands: March 31, December 31, 2005 2004 - --------------------------------------------------------------------------- Finished goods $ 41,333 $ 27,929 Work-in-process 6,977 8,452 Raw materials 10,469 11,751 - --------------------------------------------------------------------------- Total inventories at current costs 58,779 48,132 (Less): LIFO reserve (4,802) (4,702) Inventory valuation reserve (1,663) (1,416) - --------------------------------------------------------------------------- $ 52,314 $ 42,014 ===========================================================================


	June 30,			December 31,
	2005			2004

Finished goods	$	55,056		$	27,929
Work-in-process		7,397			8,452
Raw materials		12,825			11,751


Total inventories at current costs		75,278			48,132
(Less):
LIFO reserve		(5,302	)		(4,702	)
Inventory valuation reserve		(1,590	)		(1,416	)

	$	68,386		$	42,014

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 is made at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on ~~management's~~management’s estimates of expected year-end levels and costs.

5.PROPERTY HELD FOR RESALE ~~- ---------------------------~~

In August 2003, the Company reached an agreement to sell, modify, and install the ~~Company's~~Company’s former Newport, KY pipe coating machinery and equipment and reclassified these assets as ~~"held~~“held for ~~resale"~~resale”. During the first quarter of 2004, the Company recognized a $493,000 gain on net proceeds of $939,000 from the sale of these assets.

6.RETIREMENT PLANS ~~- -------------------~~

Substantially all of the ~~Company's~~Company’s hourly paid employees are covered by one of the ~~Company's~~Company’s noncontributory, defined benefit plans and a defined contribution ~~plans.~~plan. Substantially all of the ~~Company's~~Company’s salaried employees are covered by a defined contribution plan established by the Company.

The ~~Company's~~Company’s funding policy for defined benefit plans is to contribute the minimum required by the Employee Retirement Income Security Act of 1974. Net periodic pension costs for the three months and six months ended ~~March 31,~~June 30, 2005 and 2004 are as follows: 8 Three Months Ended March 31, (in thousands) 2005 2004 - --------------------------------------------------------------------------- Service cost $14 $14 Interest cost 53 51 Expected return on plan assets (52) (44) Amortization of prior service cost 2 2 Amortization of net loss 14 13 - --------------------------------------------------------------------------- Net periodic benefit cost $31 $36 ===========================================================================


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands)	2005			2004			2005			2004

Service cost	$	14		$	14		$	29		$	28
Interest cost		53			51			105			102
Expected return on plan assets		(52	)		(44	)		(103	)		(88	)
Amortization of prior service cost		2			2			4			4
Amortization of net loss		14			13			27			26

Net periodic benefit cost	$	31		$	36		$	62		$	72

The Company expects to contribute ~~$254,000~~$299,000 to its defined benefit plans in 2005. NoAs of June 30, 2005, $84,500 of contributions ~~were made in the first quarter.~~ have been made.

The ~~Company's~~Company’s defined contribution plan, available to substantially all salaried employees, contains a matched savings provision that permits both pretax and after-tax employee contributions. Participants can contribute up to 41% of their annual compensation and receive a matching employer contribution up to 3% of their annual compensation.

Further, the plan requires an additional matching employer contribution, based on the ratio of the ~~Company's~~Company’s pretax income to equity, up to 3% of the ~~employee's~~employee’s annual compensation. Additionally, the Company contributes 1% of all salaried ~~employees'~~employees’ annual compensation to the plan without regard for employee contribution. The Company may also make discretionary contributions to the plan. The expense associated with the defined contribution plans for the ~~three~~six months ended ~~March 31~~June 30 was ~~$180,000~~$512,000 in 2005 and ~~$163,000~~$432,000 in 2004.

7.BORROWINGS ~~- ------------- On September 26, 2002,~~

In May 2005, the Company and certain of its subsidiaries entered into aan amended and restated credit agreement with a ~~syndicate~~consortium of ~~three banks led by PNC Bank, N.A.~~commercial banks. The new credit agreement provides for a $60,000,000 five year revolving credit facility ~~of up to $60,000,000~~expiring in ~~borrowings to support the Company's working capital and other liquidity requirements. In January 2005,~~May 2010. Borrowings under the agreement ~~was amended to extend the maturity date from September 2005 to April 2006. The revolving credit facility is~~are secured by substantially all of the inventory and trade receivables owned by the ~~Company. Availability under the agreement is~~Company, and are limited ~~by the amount~~to 85% of eligible ~~inventory~~receivables and ~~accounts receivable, applied against certain advance rates.~~ 60% of eligible inventory.

Borrowings under the amended credit ~~facility~~agreement will bear interest at interest rates based upon either the base rate or ~~the~~ LIBOR ~~rate~~ plus anor minus applicable ~~spread based on the fixed charge coverage ratio.~~margins. The base rate is ~~equal to~~ the ~~higher~~greater of (a) PNC ~~Bank's~~Bank’s base commercial lending rate or (b) the Federal Funds Rate plus .50%. The base rate spread ranges from 0%a negative 1.00% to ~~.50%~~a positive 0.50%, and the LIBOR spread ranges from ~~1.75%~~1.50% to 2.50%. ~~Base-rate loans are structured~~The interest rates on the Company’s initial borrowings were LIBOR plus 1.50% and the base rate minus 1.00%. Under the amended credit agreement, the Company maintains dominion over its cash at all times, as ~~revolving borrowings, whereby the Company's lockbox receipts are immediately applied against any outstanding borrowings. The Company classifies base-rate borrowings~~long as ~~short-term obligations, in accordance with current accounting requirements. At March 31, 2005,~~excess availability stays over $5,000,000 and there is no ~~base-rate loans were outstanding. At December 31, 2004, $112,000 in base-rate loans were outstanding.~~ uncured event of default.

The agreement includes financial covenants requiring, ~~a minimum net worth and~~ a minimum level for the fixed charge coverage ratio and a maximum ~~level for the~~amount of annual consolidated capital ~~expenditures.~~expenditures; however, expenditures for plant construction and refurbishment related to the Company’s recent concrete tie supply agreement are excluded from these covenants. The agreement also includes a minimum net worth covenant and restricts certain investments, other indebtedness, and the sale of certain assets. As of ~~March 31,~~June 30, 2005, the Company was in compliance with all of the ~~agreement's~~agreement’s covenants. At March 31, 2005 the Company had borrowed $19,000,000 under the agreement, which was classified as long-term, and had approximately $38,809,000 in unused borrowing commitment. In May 2005, the Company entered into an amended and restated credit agreement with a consortium of commercial banks. See Note 14, Subsequent Event. 9

8.EARNINGS ~~(LOSS)~~ PER COMMON SHARE ~~- -----------------------------------~~

The following table sets forth the computation of basic and diluted earnings ~~(loss)~~ per common share:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except earnings per share)	2005		2004		2005		2004

Numerator:
Numerator for basic and diluted earnings per common share - net income available to common stockholders:	$	1,598	$	1,295	$	2,226	$	1,182

Denominator:
Weighted average shares		10,085		9,945		10,076		9,876

Denominator for basic earnings per common share		10,085		9,945		10,076		9,876

Effect of dilutive securities:
Employee stock options		324		309		326		326

Dilutive potential common shares		324		309		326		326

Denominator for diluted earnings per common share — adjusted weighted average shares and assumed conversions		10,409		10,254		10,402		10,202


Basic earnings per common share	$	0.16	$	0.13	$	0.22	$	0.12


Diluted earnings per common share	$	0.15	$	0.13	$	0.21	$	0.12

9.STOCK-BASED COMPENSATION ~~- ---------------------------~~

The Company has adopted the disclosure provisions of Statement of Financial Accounting Standard No. 123, ~~"Accounting~~“Accounting for Stock-Based ~~Compensation"~~Compensation” (SFAS 123) and applies the intrinsic value method of Accounting Principles Board Opinion No. 25, ~~"Accounting~~“Accounting for Stock Issued to ~~Employees"~~Employees” (APB 25) and related interpretations in accounting for its stock option plans. Accordingly, no compensation expense has been recognized. The Company will adopt SFAS 123R effective January 1, 2006.

The following table illustrates the effect on the ~~Company's~~Company’s income from continuing operations and earnings per share had compensation expense for the ~~Company's~~Company’s stock option plans been applied using the method required by SFAS 123. 10


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands, except per share amounts)	2005		2004		2005		2004

Net income from continuing operations, as reported	$	1,598	$	1,295	$	2,226	$	1,182
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		—		—		—		—
Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects		85		94		128		145


Pro forma income from continuing operations	$	1,513	$	1,201	$	2,098	$	1,037


Earnings per share from continuing operations:
Basic, as reported	$	0.16	$	0.13	$	0.22	$	0.12
Basic, pro forma	$	0.15	$	0.12	$	0.21	$	0.11
Diluted, as reported	$	0.15	$	0.13	$	0.21	$	0.12
Diluted, pro forma	$	0.15	$	0.12	$	0.20	$	0.10

Pro forma information regarding net income and earnings per share for options granted has been determined as if the Company had accounted for its employee stock options under the fair value method of Statement No. 123. The fair value of stock options used to compute pro forma net income and earnings per share disclosures is the estimated present value at grant date using the Black-Scholes option-pricing model. There were no stock options granted in the first quarter of 2005 or 2004. The following weighted-average assumptions were used for grants in second quarter of 2005 and 2004, respectively: risk-free interest rates of 3.87% and 4.74%; dividend yield of 0.0% for both periods; volatility factors of the expected market price of the Company’s Common stock of .25 and .28; and a weighted-average expected life of the option of ten years. The weighted-average fair value of the options granted in the second quarter 2005 and 2004 was $4.01 and $3.91, respectively.

10.COMMITMENTS AND CONTINGENT LIABILITIES ~~- ------------------------------------------~~

The Company is subject to laws and regulations relating to the protection of the environment, and the ~~Company's~~Company’s efforts to comply with environmental regulations may have an adverse effect on its future earnings. In the opinion of management, compliance with the present environmental protection laws will not have a material adverse effect on the financial condition, results of operations, cash flows, competitive position, or capital expenditures of the Company.

The Company is subject to legal proceedings and claims that 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 condition or liquidity of the Company. ~~Although the~~The resolution, in any reporting period, of one or more of these matters, could ~~have~~have; however, a material effect on the ~~Company's~~Company’s results of operations for that period.

In 2000, the ~~Company's~~Company’s subsidiary sold concrete railroad crossing panels to a general contractor on a Texas transit project. Due to a variety of factors, including deficiencies in the ~~owner's~~owner’s project specifications, ~~the~~certain panels have deteriorated and the owner either has replaced or is in the process of replacing these panels. The general contractor and the owner are currently engaged in dispute resolution procedures, which probably will continue through 2005. The general contractor has notified the Company that, depending on the outcome of these proceedings, it may file a suit against the ~~Company's~~Company’s subsidiary. Although no assurances can be given, the Company believes that itits subsidiary has meritorious defenses to such claims and that its subsidiary will vigorously defend against such a suit.

In the second quarter of 2004, a gas company filed a complaint against the Company in Allegheny County, PA, alleging that in 1989 the Company had applied epoxy coating on 25,000 feet of pipe and that, as a result of inadequate surface preparation of the pipe, the coating had blistered and deteriorated. The Company does not believe that the gas ~~company's~~company’s alleged problems are the ~~Company's~~Company’s responsibility. Although no assurances can be given, the Company believes that it has meritorious defenses to such claims and will vigorously defend against such a suit.

Another gas supply company filed suit against the Company in August, 2004, in Erie County, NY alleging that pipe coating which the Company furnished in 1985 had deteriorated and that the gas supply company has incurred $1,000,000 in damages. ~~The Company does not, however, believe that~~In May 2005, the ~~gas supply company's alleged problem is the Company's responsibility. Although no assurances can be given, the~~ ~~11 Company believes that it has meritorious defenses to such claims and will vigorously defend against such a suit.~~ plaintiff voluntarily dismissed this claim.

At ~~March 31,~~June 30, 2005 the Company had outstanding letters of credit of approximately ~~$3,499,000.~~ $3,391,000.

11. BUSINESS SEGMENTS ~~- ---------------------~~

The Company is organized and evaluated by product group, which is the basis for identifying reportable segments. The Company is engaged in the manufacture, fabrication and distribution of rail, construction and tubular products. The following ~~table illustrates~~tables illustrate revenues and profits of the Company by segment:


	Three Months Ended,				Six Months Ended,
	June 30, 2005				June 30, 2005
	Net		Segment		Net		Segment
(in thousands)	Sales		Profit		Sales		Profit/(Loss)

Rail products	$	47,263	$	1,793	$	85,521	$	3,740
Construction products		44,451		602		77,582		(632	)
Tubular products		6,094		742		10,019		921

Total	$	97,808	$	3,137	$	173,122	$	4,029


	Three Months Ended,				Six Months Ended,
	June 30, 2004				June 30, 2004
	Net		Segment		Net		Segment
(in thousands)	Sales		Profit		Sales		Profit/(Loss)

Rail products	$	39,099	$	1,377	$	74,686	$	1,994
Construction products		32,421		157		59,196		(899	)
Tubular products		5,307		756		8,397		759

Total	$	76,827	$	2,290	$	142,279	$	1,854

Segment profits, as shown above, include internal cost of capital charges for assets used in the segment at a rate of, generally, 1% per month. There has been no change in the measurement of segment profit from December 31, 2004.

The following table provides a reconciliation of reportable net profit (loss) to the ~~Company's~~Company’s consolidated total: Three Months Ended March 31, (in thousands) 2005 2004 - ------------------------------------------------------------------------------- Income (loss) for reportable segments $ 892 ($ 436) Cost of capital for reportable segments 2,660 2,398 Interest expense (424) (463) Other income 500 694 Corporate expense and other unallocated charges (2,721) (2,381) - ------------------------------------------------------------------------------- Income (loss) before income taxes $ 907 ($ 188) ===============================================================================


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands)	2005			2004			2005			2004

Income for reportable segments	$	3,137		$	2,290		$	4,029		$	1,854
Cost of capital for reportable segments		3,148			2,682			5,808			5,080
Interest expense		(573	)		(469	)		(997	)		(932	)
Other income		227			350			727			1,044
Corporate expense and other unallocated charges		(3,496	)		(2,693	)		(6,217	)		(5,074	)


Income before income taxes	$	2,443		$	2,160		$	3,350		$	1,972

12.COMPREHENSIVE INCOME ~~(LOSS) - -------------------------------~~

Comprehensive income ~~(loss)~~ represents net income ~~(loss)~~ plus certain ~~stockholders'~~stockholders’ equity changes not reflected in the Condensed Consolidated Statements of Operations. The components of comprehensive income, ~~(loss),~~ net of tax, were as follows: 12 Three Months Ended March 31, (in thousands) 2005 2004 - -------------------------------------------------------------------------- Net income (loss) $628 ($113) Unrealized derivative gains on cash flow hedges - 12 Foreign currency translation losses - (18) - -------------------------------------------------------------------------- Comprehensive income (loss) $628 ($119) ==========================================================================


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2005		2004		2005		2004

Net income	$	1,598	$	1,295	$	2,226	$	1,182
Unrealized derivative gains on cash flow hedges		—		16		—		28
Foreign currency translation gains		—		24		—		6

Comprehensive income	$	1,598	$	1,335	$	2,226	$	1,216

13.DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES ~~- -----------------------------------------------------------~~

The Company does not purchase or hold any derivative financial instruments for trading purposes. The Company uses derivative financial instruments to manage interest rate exposure on variable-rate debt, primarily by using interest rate collars and variable interest rate swaps. The ~~Company's~~Company’s primary source of variable-rate debt comes from its revolving credit agreement. In conjunction with the ~~Company's~~Company’s debt refinancing in the third quarter of 2002, the Company discontinued cash flow hedge accounting treatment for the interest rate collars it had in place and applied mark-to-market accounting prospectively.

During ~~the first quarter of~~ 2005, the Company had one LIBOR-based interest rate collar agreement remaining. This agreement became effective in March 2001 and expires in March 2006, has a notional value of ~~$15~~$15.0 million, a maximum annual interest rate of 5.60% and a minimum annual interest rate of 5.00%. The counterparty to the agreement had the option, which was exercised on March 6, 2005, to convert the collar to a one year, fixed-rate instrument with interest payable at an annual rate of 5.49%. The fair value of this instrument was a liability of ~~$0.3 million~~$181,000 as of ~~March 31,~~June 30, 2005 and is recorded in ~~"Other long-term liabilities"~~“Other accrued liabilities”.

With the debt refinancing in 2002, the collar agreements were not deemed to be an effective hedge of the new credit facility in accordance with the provisions of SFAS 133. However, the Company retained these instruments as protection against interest rate risk associated with the new credit agreement and the Company records the mark-to-market adjustments on these instruments in its consolidated statements of operations. During the ~~first~~second quarter of 2005 and 2004, the Company recognized ~~$149,000~~income of ~~income~~$76,000 and ~~a loss of $42,000,~~$416,000, respectively, to adjust these instruments to fair value. For the six months ended June 2005 and 2004, the Company recognized income of $225,000 and $374,000, respectively, to adjust these instruments to fair value.

the extent that a change in interest rate derivative does not perfectly offset the change in value of the interest rate being hedged, the ineffective portion is recognized in earnings immediately.

The Company is not subject to significant exposures to changes in foreign currency exchange rates. The Company will, however, manage its exposure to changes in foreign currency exchange rates on firm sale and purchase commitments by entering into foreign currency forward contracts. The ~~Company's~~Company’s risk management objective is to reduce its exposure to the effects of changes in exchange rates on these transactions over the duration of the transactions. During 2004, the Company entered into commitments to sell Canadian funds based on the anticipated receipt of Canadian funds from the sale of certain rail. During the fourth quarter of 2004, circumstances indicated that the timing of the anticipated receipt of Canadian funds were not expected to coincide with the sale commitments and the Company recorded a $0.2 million loss to record these commitments at market. During the second quarter and first ~~quarter~~six months of 2005, the Company recognized ~~$104,000~~income of ~~income~~$16,000 and $120,000, respectively, to adjust these commitments to fair value. ~~13 14. SUBSEQUENT EVENT - -------------------- In May~~The fair value of the commitments was a liability of $82,000 as of June 30, 2005 ~~the Company~~ and certain of its subsidiaries entered into an amended and restated credit agreement with a consortium of commercial banks. The new credit agreement provides for a $60,000,000 five year revolving credit facility expiringis recorded in May 2010. Borrowings under the agreement are secured by substantially all the inventory and trade receivables owned by the Company, and are limited to 85% of eligible accounts receivable and 60% of eligible inventory. Borrowings under the amended credit agreement will bear interest at interest rates based upon either the base rate or LIBOR plus or minus applicable margins. The base rate is the greater of (a) PNC Bank's base commercial lending rate or (b) the Federal Funds Rate plus .50%“Other accrued liabilities”. The base rate spread ranges from a negative 1.00% to a positive 0.50%, and the LIBOR spread ranges from 1.50% to 2.50%. The interest rates on the Company's initial borrowings were LIBOR plus 1.50% and the base rate minus 1.00%. Under the amended credit agreement, the Company maintains dominion over its cash at all times, as long as excess availability stays over $5,000,000 and there is no uncured event of default. The agreement includes financial covenants requiring, a minimum level for the fixed charge coverage ratio and a maximum amount of annual consolidated capital expenditures; however, expenditures for plant construction and refurbishment related to the Company's recent concrete tie supply agreement will be excluded from these covenants. The agreement also includes a minimum net worth covenant and restricts certain investments, other indebtedness, and the sale of certain assets.

Item 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ~~- --------------------------------------------------------------------------------~~ OF OPERATIONS ~~- -------------~~

Overview

General ~~- -------~~

L. B. Foster Company is a manufacturer, fabricator and distributor of products utilized in the transportation infrastructure, construction and utility markets. The Company is comprised of three business segments: Rail products, Construction products and Tubular products.

Recent Developments ~~- -------------------~~

Subsequent to the January 2005 completion of a concrete tie supply agreement between the Union Pacific Railroad and the Company, we commenced site development and construction of new manufacturing equipment for installation at our existing Grand Island, NE facility and a greenfield site in Tucson, AZ. At this time, the Grand Island facility (GI facility) is on schedule while the Tucson property has experienced a small delay due to permitting issues which we expect to have resolved soon. The total project is currently projected to be on budget. The GI facility stopped producing ties in early July to accommodate the approximate nine week installation of new equipment. After installation, we anticipate a certain amount of production testing and process refinement at this facility before we will be able to produce at close to maximum capacity; therefore, we expect sales and profits in the concrete tie business to be at lower than historical levels until late 2005. Once erected, we anticipate a similar start up process for the Tucson facility, which we expect to come on line during the first quarter of 2006. Since the new or improved facilities are expected to be completed later in 2005 and into the first quarter of 2006, the anticipated volume and productivity improvements will not begin to be realized until 2006.

Lease agreements to finance the significant capital expenditures were completed with two separate banks in July. We expect the project expenditures to range between $18 million and $20 million, with some of the spending for the Tucson facility occurring in early 2006.

Certain of our businesses, especially our Fabricated Products group, have been hampered with low volumes and margins due to the lack of successor legislation to TEA-21, which was a highway and transportation funding bill that expired in September 2003. Since its expiration, the President signed eleven extensions into law, the most recent of which expired on July 30, 2005. On ~~May 5,~~July 29, 2005, ~~we entered into an amended and restated credit agreement with~~Congress passed new legislation (TEA-3) authorizing $286 billion for United States transportation improvement spending. We are hopeful that this new legislation, when approved by the President, will have a ~~consortium of commercial banks. The new agreement provides for a $60.0 million five year revolving credit facility expiring~~positive impact on these businesses in ~~May 2010.~~ 2006.

Critical Accounting Policies

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States. When more than one accounting principle, or method of its application, is generally accepted, management selects the principle or method that is appropriate in the ~~Company's~~Company’s specific circumstances. Application of these accounting principles requires management to make estimates about the future resolution of existing uncertainties. As a result, actual results could differ from these estimates. In preparing these financial statements, management has made its best estimates and judgments of the amounts and disclosures included in the financial statements giving due regard to materiality. There have been no material changes in the ~~Company's~~Company’s policies or estimates since December 14 31, 2004. For more information regarding the ~~Company's~~Company’s critical accounting policies, please see the ~~Management's~~Management’s Discussion & Analysis of Financial Condition and Results of Operations in Form 10-K for the year ended December 31, 2004.

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 123(R), ~~"Share-Based Payment"~~“Share-Based Payment” (SFAS 123R), which is a revision of Statement of Financial Accounting Standard No. 123 and supersedes APB Opinion No. 25. SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable vesting period. Pro forma disclosure of the income statement effects of share-based payments is no longer an alternative. In addition, companies must also recognize compensation expense related to any awards that are not fully vested as of the effective date. Compensation expense for the unvested awards will be measured based on the fair value of the awards previously calculated in developing the pro forma disclosures in accordance with SFAS 123. SFAS 123R was originally effective for reporting periods that began after June 15, 2005. In April 2005, the SEC announced the adoption of a new rule allowing companies to implement SFAS 123R at the beginning of their next fiscal year that begins after June 15, 2005. The Company will begin recording compensation expense utilizing modified prospective application in its 2006 first quarter financial statements. Adoption of this standard is not expected to have a material effect on its financial position or results of operations.

Results of Operations Three Months Ended March 31, ----------------------------------- 2005 2004 ----------------------------------- (Dollars in thousands) Net Sales: Rail Products $38,258 $35,587 Construction Products 33,131 26,775 Tubular Products 3,925 3,090 ----------------------------------- Total Net Sales $75,314 $65,452 =================================== Gross Profit: Rail Products $4,893 $3,422 Construction Products 2,840 2,533 Tubular Products 631 435 Other (364) (408) ----------------------------------- Total Gross Profit 8,000 5,982 ----------------------------------- Expenses: Selling and administrative expenses 7,169 6,401 Interest expense 424 463 Other income (500) (694) ----------------------------------- Total Expenses 7,093 6,170 ----------------------------------- Income (Loss) before Income Taxes 907 (188) Income Tax Expense (Benefit) 279 (75) ----------------------------------- Net Income (Loss) $628 ($113) =================================== Gross Profit %: Rail Products 12.8% 9.6% Construction Products 8.6% 9.5% Tubular Products 16.1% 14.1% Total Gross Profit 10.6% 9.1% First


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
				(Dollars in thousands)
Net Sales:
Rail Products	$	47,263		$	39,099		$	85,521		$	74,686
Construction Products		44,451			32,421			77,582			59,196
Tubular Products		6,094			5,307			10,019			8,397

Total Net Sales	$	97,808		$	76,827		$	173,122		$	142,279

Gross Profit:
Rail Products	$	5,159		$	4,676		$	10,052		$	8,098
Construction Products		5,052			3,992			7,892			6,525
Tubular Products		1,224			1,205			1,855			1,640
Other		(675	)		(540	)		(1,039	)		(948	)

Total Gross Profit		10,760			9,333			18,760			15,315


Expenses:
Selling and administrative expenses		7,971			7,054			15,140			13,455
Interest expense		573			469			997			932
Other income		(227	)		(350	)		(727	)		(1,044	)

Total Expenses		8,317			7,173			15,410			13,343


Income before Income Taxes		2,443			2,160			3,350			1,972
Income Tax Expense		845			865			1,124			790


Net Income	$	1,598		$	1,295		$	2,226		$	1,182


Gross Profit %:
Rail Products		10.9	%		12.0	%		11.8	%		10.8	%
Construction Products		11.4	%		12.3	%		10.2	%		11.0	%
Tubular Products		20.1	%		22.7	%		18.5	%		19.5	%
Total Gross Profit		11.0	%		12.1	%		10.8	%		10.8	%

Second Quarter 2005 Results of Operations ~~- ----------------------------------------~~

Net income for the ~~first~~second quarter of 2005 was ~~$0.6~~$1.6 million ($~~0.06~~0.15 per diluted share) on net sales of ~~$75.3~~$97.8 million. Net income for the second quarter of 2004 was $1.3 million ~~and compares favorably to a first quarter 2004 net loss of $0.1 million~~ ($~~0.01~~0.13 per diluted share) on net sales of ~~$65.5~~$76.8 million.

Net sales for the Company increased ~~$9.9~~$21.0 million, or 27%, compared to the prior year ~~first~~second quarter. ~~The 7.5% increase in~~ Rail ~~segment~~segment’s sales isincreased 20.9% primarily due to increases in sales of ~~new and relay~~ rail distribution products. Construction ~~products'~~products’ net sales increased ~~23.7%~~37.1% due mainly to ~~an increase~~increases in sheet piling sales, as ~~additional~~the

Company has continued to increase its offering of new sections of sheet piling as they have become available by our primary piling supplier. Many of these sections ~~became available from~~have improved strength to weight ratios and enhance our ~~supplier.~~competitive position in the marketplace. Tubular ~~products'~~products’ sales increased ~~27%~~ 1614.8% in comparison to the ~~first~~second quarter of 2004. ~~Last year's~~An increase in sales ~~were negatively impacted by~~of coated pipe services more than offset a decline in ~~major pipeline installations, as higher steel costs caused these projects to be delayed.~~ threaded product sales.

The ~~Company's~~Company’s gross profit margin ~~increased 1.5~~decreased 1.1 percentage points to ~~10.6%~~11.0% compared to last ~~year's first~~year’s second quarter. Rail ~~products'~~products’ profit margin ~~increased 3.2~~declined 1.1 percentage points to ~~12.8%~~10.9% due to customer mix and ~~product mix.~~costs related to satisfying the new concrete tie contract with the Union Pacific Railroad. The 0.9 percentage point decline in Construction ~~products'~~products’ margin was due primarily to ~~low~~lower margins in our fabricated products business, as ~~selling prices declined, and lower volumes caused increased plant inefficiencies.~~certain projects nearing completion experienced significant steel cost increases that could not be passed on to our customers. Tubular ~~products'~~products’ gross profit margin ~~increased 2.0~~decreased 2.6 percentage ~~points. Last year's first quarter profit margin had been reduced~~points due to a decline in threaded products’ margins that resulted from rising product costs and increased competitive pressures. In addition, the ~~previously-mentioned delays~~Company recorded an additional $0.5 million LIFO charge in ~~major natural gas pipeline projects.~~ the second quarter.

Selling and administrative expenses increased ~~12.0%~~13.0% from the same prior year period due to increases in employee compensation and benefits, ~~advertising~~ and professional services, including audit fees. Interest expense ~~declined 8.4%~~increased 22.2% from the prior year period due principally to increased borrowings and increased interest rates. The increase in borrowings is due primarily to working capital requirements related to increased volumes, as well as the Company’s approach to stocking more sheet piling inventory, as it becomes available, to accommodate higher margin stock sales. Other income declined $0.1 million as a result of decreased income from a mark-to-market adjustment recorded by the Company related to its remaining interest rate collar. Income taxes in the second quarter were recorded at approximately 34.6% compared to 40.0% a year ago. The prior year rate reflects an increase in the valuation allowance provided against certain deferred assets.

First Six Months of 2005 Results of Operations

For the first six months of 2005, net income was $2.2 million ($0.21 per diluted share) on net sales of $173.1 million. Net income for the first six months of 2004 was $1.2 million ($0.12 per diluted share) on net sales of $142.3 million.

Net sales for 2005 increased 21.7% over the first half of 2004. Rail segment sales increased 14.5% due primarily to an increase in sales of rail distribution products. Construction products’ sales increased 31.1% primarily as a result of an increase in sheet piling sales due to a more complete product offering and a healthy construction market. Tubular products’ sales are up 19.3%. Our Coated Pipe division is now benefiting from new pipeline projects that were previously on hold because of high steel prices.

The Company’s six month gross profit margin remained stable at 10.8%. Rail products’ gross margin increased 1.0 percentage point primarily as a result of product mix and pricing increases for certain products. Construction products had a gross margin decline of 0.8 percentage points due primarily to low margins in our fabricated products business. Continued delays in the passing of a new federal highway and transit bill has negatively impacted competitive bidding opportunities in the marketplace and resulted in lower margins. Tubular products’ gross margin declined 1.0 percentage point because of a decline in threaded products margin brought about by rising costs and increased competitive pressures.

Selling and administrative expenses rose 12.5% due to increases in employee compensation and benefits, and professional services, including audit fees. Interest expense rose 7.0% as a result of the previously-mentioned increase in borrowings and interest rates, offset in part by the April 2004 retirement of ~~a $10.0 million notional amount LIBOR-based~~an interest rate collar ~~agreement offset in part by increased interest rates.~~agreement. Other income ~~decreased 28.0%, or $0.2~~declined by $0.3 million as the prior year results included a $0.5 million gain from the sale of ~~our~~the Company’s former Newport, KY pipe coating machinery and equipment which had been classified as ~~"held~~“held for ~~resale".~~resale.” Income taxes in the current year are recorded at approximately ~~31%~~33.6% compared to ~~40%~~40.1% in 2004. As previously mentioned, the ~~prior year first quarter. The~~ prior year rate reflects an increase in the valuation allowance ~~to reflect the uncertainty regarding the Company's ability to utilize~~provided against certain ~~state net operating loss carryforwards prior to their expiration.~~ deferred assets.

Liquidity and Capital Resources

The ~~Company's~~Company’s capitalization is as follows: Debt: March 31, December 31, In millions 2005 2004 - -------------------------------------------------------------------------------- Revolving Credit Facility $19.0 $14.1 Capital Leases 2.2 1.1 Other (primarily revenue bonds) 2.8 2.8 - -------------------------------------------------------------------------------- Total Debt 24.0 18.0 - -------------------------------------------------------------------------------- Equity 74.6 73.7 - -------------------------------------------------------------------------------- Total Capitalization $98.6 $91.7 - --------------------------------------------------------------------------------


Debt:	June 30,		December 31,
In millions	2005		2004

Revolving Credit Facility	$	36.0	$	14.1
Capital Leases		2.0		1.1
Other Short-term Borrowings		2.1		—
Other (primarily revenue bonds)		2.7		2.8

Total Debt		42.8		18.0


Equity		76.4		73.7


Total Capitalization	$	119.2	$	91.7

Debt as a percentage of capitalization (debt plus equity) increased to ~~24%~~36% from 20% at year-end ~~2004.~~2004, as a result of the aforementioned expansion efforts. Working capital was ~~$51.8~~$64.9 million at ~~March 31,~~June 30, 2005 compared to $46.8 million at December 31, 2004. Trade accounts receivable increased almost $18.0 million, principally due to increased sales volumes. Inventory increased $26.4 million to accommodate orders and the previously-mentioned increase in piling inventory.

The ~~Company's~~Company’s liquidity needs arise from seasonal working capital requirements, capital expenditures, acquisitions and debt service obligations. The following table summarizes the impact of these items: 17 March 31, In millions 2005 2004 - -------------------------------------------------------------------------------- Liquidity needs: - ---------------- Working capital and other assets and liabilities ($1.0) ($4.2) Capital expenditures, net of asset sales (1.2) (1.2) Scheduled debt service obligations - net (0.1) (0.2) Cash interest (0.3) (0.4) - -------------------------------------------------------------------------------- Net liquidity requirements (2.6) (6.0) - -------------------------------------------------------------------------------- Liquidity sources: - ------------------ Internally generated cash flows before interest 1.9 1.2 Credit facility activity 4.9 (0.2) Equity transactions 0.2 0.9 - -------------------------------------------------------------------------------- Net liquidity sources 7.0 1.9 - ------------------------------------------------------------------------------- Net Change in Cash $4.4 ($4.1) ================================================================================


	June 30,
In millions	2005			2004

Liquidity needs:
Working capital and other assets and liabilities		($18.4	)		($8.9	)
Capital expenditures, net of asset sales		(7.3	)		(0.5	)
Scheduled debt service obligations — net		(0.3	)		(0.4	)
Cash interest		(0.8	)		(0.8	)

Net liquidity requirements		(26.8	)		(10.6	)


Liquidity sources:
Internally generated cash flows before interest		5.2			3.9
Credit facility activity		21.9			4.0
Other borrowings activity		2.1			—
Equity transactions		0.4			1.3

Net liquidity sources		29.6			9.2


Net Change in Cash	$	2.8			($1.4	)

Capital expenditures were ~~$1.2~~$7.3 million for the first ~~three~~six months of 2005 ~~and 2004.~~compared to $1.5 million for the same 2004 period. The Company anticipates its total capital spending in 2005 to ~~exceed~~range from $15.0 to $20.0 million, largely due to its commitment to fulfill its concrete tie agreement with the Union Pacific Railroad. A new facility will be built in Tucson, AZ and substantial improvements will be made to the ~~Company's~~Company’s existing Grand Island, NE facility. These expenditures will be funded by cash flow from operations and available external financing sources. Since the new or improved facilities are expected to be completed in the fourth quarter of 2005 and into the first quarter of 2006, most of the volume and productivity improvements will not be realized until 2006.

The ~~Company's~~Company’s Board of Directors has authorized the purchase of up to 1,500,000 shares of its Common stock at prevailing market prices. No purchases have been made since the first quarter of 2001. From August 1997 through March 2001, the Company had repurchased 973,398 shares at a cost of

approximately $5.0 million. The timing and extent of future purchases will depend on market conditions and options available to the Company for alternate uses of its resources.

In May 2005, the Company and certain of its subsidiaries entered into an amended and restated credit agreement with a consortium of commercial banks. The ~~Company has an~~new credit agreement ~~that~~ provides for a $60,000,000 five year revolving credit facility ~~of up to $60.0 million~~expiring in ~~borrowings to support the Company's working capital and other liquidity requirements. In January 2005,~~May 2010. Borrowings under the agreement ~~was amended to extend the maturity date from September 2005 to April 2006. The revolving credit facility is~~are secured by substantially all of the ~~Company's~~ inventory and trade ~~receivables. Availability under this agreement is limited~~receivables owned by the ~~amount~~Company, and are limited to 85% of eligible ~~inventory~~receivables and ~~accounts receivable applied against certain advance rates.~~ 60% of eligible inventory.

Borrowings under the amended credit ~~facility~~agreement will bear interest at interest rates based upon either the base rate or ~~the~~ LIBOR plus anor minus applicable ~~spread based on the fixed charge coverage ratio.~~margins. The base rate is ~~equal to~~ the ~~higher~~greater of (a) PNC ~~Bank's~~Bank’s base commercial lending rate or (b) the Federal Funds Rate plus .50%. The base rate spread ranges from 0%a negative 1.00% to ~~.50%~~a positive 0.50%, and the LIBOR spread ranges from ~~1.75%~~1.50% to 2.50%. ~~Base-rate loans are structured~~The interest rates on the Company’s initial borrowings were LIBOR plus 1.50% and the base rate minus 1.00%. Under the amended credit agreement, the Company maintains dominion over its cash at all times, as ~~revolving borrowings, whereby the Company's lockbox receipts are immediately applied against any outstanding borrowings. The Company classifies base-rate borrowings~~long as ~~short-term obligations, in accordance with current accounting requirements. At March 31, 2005,~~excess availability stays over $5,000,000 and there is no ~~base-rate loans were outstanding. At December 31, 2004, $0.1 million in base-rate loans were outstanding.~~ uncured event of default.

Long-term revolving credit agreement borrowings at ~~March 31,~~June 30, 2005 were ~~$19.0~~$36.0 million, an increase of ~~$5.0~~$21.9 million from December 31, 2004. At ~~March 31,~~June 30, 2005, remaining available borrowings under this facility were approximately ~~$38.8~~$20.6 million. Outstanding letters of credit at ~~March 31,~~June 30, 2005 were approximately ~~$3.5~~$3.4 million. The letters of credit expire annually and are subject to renewal. Management believes its internal and external sources of funds are adequate to meet anticipated needs for the foreseeable future.

The credit agreement includes financial covenants requiring a minimum ~~net worth and a minimum~~ level for the fixed charge coverage ~~ratio.~~ratio and a maximum amount of annual consolidated capital expenditures; however, expenditures for plant construction and refurbishment related to the Company’s recent concrete tie supply agreement will be excluded from these covenants. The ~~primary restrictions to this~~ agreement ~~include~~also includes a minimum net worth covenant and restricts certain investments, 18other indebtedness, and the sale of certain assets. As of ~~March 31,~~June 30, 2005, the Company was in compliance with all of the ~~agreement's~~agreement’s covenants. ~~On May 5, 2005, the Company entered into an amended and restated credit agreement. See Note 14, Subsequent Event for details of the new agreement.~~

Off-Balance Sheet Arrangements

The ~~Company's~~Company’s off-balance sheet arrangements include operating leases, purchase obligations and standby letters of credit. A schedule of the ~~Company's~~Company’s required payments under financial instruments and other commitments as of December 31, 2004 are included in ~~"Liquidity~~“Liquidity and Capital ~~Resources"~~Resources” section of the ~~Company's~~Company’s 2004 Annual Report filed on Form 10-K. There have been no significant changes to the ~~Company's~~Company’s contractual obligations relative to the information presented in the Form 10-K. These arrangements provide the Company with increased flexibility relative to the utilization and investment of cash resources.

Dakota, Minnesota & Eastern Railroad

The Company maintains a significant investment in the Dakota, Minnesota & Eastern Railroad Corporation (DM&E), a privately held, regional railroad, which controls over 2,500 miles of track in eight states.

At ~~March 31,~~June 30, 2005, the ~~Company's~~Company’s investment was comprised of $0.2 million of DM&E common stock, $1.5 million of Series B Preferred Stock and warrants, $6.0 million of Series C Preferred Stock and warrants, $0.8 million of Preferred Series C-1 Stock and warrants, and $0.5 million of Series D Preferred Stock and warrants. In addition, the Company has a receivable for accrued dividend income on Preferred Stock of approximately ~~$6.0~~$6.2 million. The Company owns approximately 13.6% of the DM&E.

In December 1998, in conjunction with the issuance of Series C Preferred Stock and warrants, the DM&E ceased paying dividends on the Series B shares. The terms of the Series B Preferred Stock state in the event that regular dividends are not paid timely, dividends accrue at an accelerated rate until those

dividends are paid. In addition, penalty interest accrues and compounds annually until such dividends are paid. Subsequent issuances of Series C, C-1, and D Preferred Stock have all assumed distribution priority over the previous series, with series D not redeemable until 2008. As subsequent preferred series were issued, the Company, based on its own valuation estimate, stopped recording the full amount due on all preferred series given the delay in anticipated realization of the asset and the priority of redemption of the various issuances. The amount of dividend income not recorded was approximately ~~$4.1~~$4.5 million at ~~March 31,~~June 30, 2005. The Company will only recognize this income upon redemption of the respective issuances or payment of the dividends.

In June 1997, the DM&E announced its plan to build an extension from the DM~~&E's~~&E’s existing line into the low sulfur coal market of the Powder River Basin in Wyoming and to rebuild approximately 600 miles of its existing track (the Project). The estimated cost of this project is expected to be in excess of $2.0 billion. The Surface Transportation Board (STB) approved the Project in January 2002. In October 2003, however, the ~~8th~~8^th U.S. Circuit Court of Appeals remanded the matter to the STB and instructed the STB to address, in its environmental impact statement, the ~~Project's~~Project’s effects on air quality, noise and vibration, and preservation of historic sites. On January 30, 2004, the ~~8th~~8^th U. S. Circuit Court of Appeals denied petitions seeking a rehearing of the case. On April 15, 2005, the STB issued a draft Supplemental Environmental Impact Statement (SEIS) on the Project. The STB will make its final decision after reviewing public comments on the SEIS. The public comment period on the SEIS closed on June 6, 2005.

If the Project proves to be viable, management believes that the value of the ~~Company's~~Company’s investment in the DM&E could increase significantly. If the Project does not come to fruition, management believes that the value of the ~~Company's~~Company’s investment is supported by the DM~~&E's~~&E’s existing business. 19

In December 2003, the DM&E received a Railroad Rehabilitation and Improvement Financing (RRIF) Loan in the amount of $233.0 million from the Federal Railroad Administration. Funding provided by the 25-year loan was used to refinance debt and upgrade infrastructure along parts of its existing route.

Other Matters We have reached an agreement for a three year contract with the union representing our employees at the Bedford, PA fabricated products facility. Although the previous agreement had expired in March 2005, employees continued to work under terms of the old contract during negotiations.

We continue to evaluate the overall performance of our operations. A decision to down-size or terminate an existing operation could have a material adverse effect on near-term earnings but would not be expected to have a material adverse effect on the financial condition of the Company.

Outlook

Our CXT Rail operations and Allegheny Rail Products division are dependent on a Class I railroad for a significant portion of their business. In January 2005, the CXT Rail operation was awarded a long-term contract from this Class I railroad for the supply of prestressed concrete railroad ties. The Class I railroad has agreed to purchase ties from the Grand Island facility through December 2009, and the Tucson, AZ facility through December 2012. To accommodate the ~~contract's~~contract’s requirements, CXT will upgrade its manufacturing equipment at its Grand Island, NE plant and build a new facility in Tucson, AZ. Engineering, site development and equipment manufacturing related to these facilities commenced in the first quarter of 2005. ~~The Class I railroad has agreed to purchase~~In July, we stopped manufacturing ties ~~from the~~at our Grand Island facility ~~through December 2009,~~to prepare for the installation of new manufacturing equipment. The Company will experience a temporary decline in concrete tie production and related sales during the ~~Tucson, AZ facility through December 2012.~~ second half of 2005.

Steel is a key component in the products that we sell. During most of 2004, producers and other suppliers quoted continually increasing product prices and some of our suppliers experienced supply shortages. Since many of the ~~Company's~~Company’s projects can be six months to twenty-four months in duration, we have, on occasion, found ourselves caught in the middle of some of these pricing and availability issues. The high price of steel continues to impact our business, although the pricing volatility that we experienced in 2004

has moderated and we expect less volatility in the current year. However, if this situation were to resurface, if could have a negative impact on the ~~Company's~~Company’s results of operations and cash flows.

In the second half of 2004, our primary supplier of sheet piling improved its capability to provide a significantly larger amount of sheet piling than in previous years. This supplier also increased the number of sections it provides to us, although there are still sections that remain unavailable. While ~~management's~~management’s outlook is positive considering the developments in 2004 and 2005, additional sections are important for us to compete effectively in the structural steel market. A substantial portion of the Company's operations is heavily 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. The most recent extension of the federal highway and transit bill (TEA-21) is to expire in May, 2005, as reauthorization of a successor bill continues to be delayed. A new highway and transit bill is important to the future growth and profitability of many of the Company's businesses. Our fabricated products and rail transit businesses continue to be slow and to experience more competitive pressure due to the lack of new legislation. Additionally, government actions concerning taxation, tariffs, the environment, or other matters could impact the operating results of the Company. The Company's operating results may also be affected negatively by adverse weather conditions.

Although backlog is not necessarily indicative of future operating results, total Company backlog at ~~March 31,~~June 30, 2005, was approximately ~~$137.0~~$134.3 million. The following table provides the backlog by business segment: 20 Backlog ------------------------------------------------------ March 31, December 31, March 31, (In thousands) 2005 2004 2004 - -------------------------------------------------------------------------------- Rail Products $ 51,955 $ 29,079 $ 46,038 Construction Products 78,016 67,736 67,886 Tubular Products 7,035 3,249 4,695 - -------------------------------------------------------------------------------- Total $ 137,006 $ 100,064 $ 118,619 ================================================================================


	Backlog
	June 30,		December 31,		June 30,
(In thousands)	2005		2004		2004

Rail Products	$	37,910	$	29,079	$	37,702
Construction Products		89,635		67,736		78,030
Tubular Products		6,795		3,249		3,639

Total	$	134,340	$	100,064	$	119,371

Market Risk and Risk Management Policies

During ~~the first quarter of~~ 2005, the Company had one LIBOR-based interest rate collar agreement remaining. This agreement became effective in March 2001 and expires in March 2006, has a notional value of ~~$15~~$15.0 million, a maximum annual interest rate of 5.60% and a minimum annual interest rate of 5.00%. The counterparty to the agreement had the option, which was exercised on March 6, 2005, to convert the collar to a one year, fixed-rate instrument with interest payable at an annual rate of 5.49%. The fair value of this instrument was a liability of ~~$0.3~~$0.2 million as of ~~March 31,~~June 30, 2005 and is recorded in ~~"Other long-term liabilities"~~“Other accrued liabilities”.

With the debt refinancing in 2002, the collar agreements were not deemed to be an effective hedge of the new credit facility in accordance with the provisions of SFAS 133. However, the Company retained these instruments as protection against interest rate risk associated with the new credit agreement and the Company records the mark-to-market adjustments on these instruments in its consolidated statements of operations. During the ~~first~~second quarter of 2005 and 2004, the Company recognized ~~$149,000~~income of ~~income~~$0.1 million and ~~a loss of $42,000,~~$0.4 million, respectively, to adjust these instruments to fair value. For the six months ended June 30, 2005 and 2004, the Company recognized income of $0.2 million and $0.4 million, respectively, to adjust these instruments to fair value.

The Company recognizes all derivative instruments on the balance sheet at fair value. Fluctuations in the fair values of derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income, and reclassified into earnings as the underlying hedged items affect earnings. To the extent that a change in interest rate derivative does not perfectly offset the change in value of the interest rate being hedged, the ineffective portion is recognized in earnings immediately.

Since the interest rate on the revolving credit agreement floats with the short-term market rate of interest, the Company is exposed to the risk that the interest rate may decrease below the 5.49% fixed rate on the remaining agreement. The effect of a 1% decrease in rate of interest below the 5.49% annual interest rate

on ~~$15~~$36.0 million of outstanding floating rate debt would result in increased annual interest costs of approximately ~~$0.2~~$0.4 million.

The Company is not subject to significant exposures to changes in foreign currency exchange rates. The Company ~~will, however,~~may manage its exposure to changes in foreign currency exchange rates on firm sale and purchase commitments by entering into foreign currency forward contracts. The ~~Company's~~Company’s risk management objective is to reduce its exposure to the effects of changes in exchange rates on these transactions over the duration of the transactions. During 2004, the Company entered into commitments to sell Canadian funds based on the anticipated receipt of Canadian funds from the sale of certain rail. During the fourth quarter of 2004, circumstances indicated that the timing of the anticipated receipt of Canadian funds were not expected to coincide with the sale commitments and the Company recorded a $0.2 million loss to record these commitments at market. During the second quarter and first ~~quarter~~six months of 2005, the Company recognized ~~$104,000~~income of ~~income~~$16,000 and $0.1 million, respectively to adjust these commitments to fair value. 21 The fair value of the commitments was a liability of $0.1 million as of June 30, 2005 and is recorded in “Other accrued liabilities”.

Forward-Looking Statements

Statements relating to the potential value of the DM&E or the Project, or ~~management's~~management’s belief as to such matters, are forward-looking statements and are subject to numerous contingencies and risk factors. The Company has based its assessment on information provided by the DM&E and has not independently verified such information. In addition to matters mentioned above, factors which can adversely affect the value of the DM&E and its ability to complete the Project include the following: labor disputes, the outcome of certain litigation, any inability to obtain necessary environmental and government approvals for the Project in a timely fashion, the DM~~&E's~~&E’s ability to continue to obtain interim funding to finance the Project, the expense of environmental mitigation measures required by the Surface Transportation Board, an inability to obtain financing for the Project, ~~competitors'~~competitors’ response to the Project, market demand for coal or electricity and changes in environmental laws and regulations.

A substantial portion of the Company’s operations is heavily 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, government actions concerning taxation, tariffs, the environment, or other matters could impact the operating results of the Company. The Company’s operating results may also be affected negatively by adverse weather conditions.

The Company cautions 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~~Management’s Discussion and Analysis), as well as oral statements, such as references made to the future profitability, made from time to time by representatives of the Company. An inability to produce a full complement of piling products by a Virginia steel mill could adversely impact the growth of the Piling division. Delays or problems encountered at our concrete tie facilities during construction or implementation could have a material, negative impact on the ~~Company's~~Company’s operating results. The ~~Company's~~Company’s businesses could be affected adversely by significant increases in the price of steel. 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, labor disputes, the impact of competition, the seasonality of the ~~Company's~~Company’s business, the adequacy of internal and external sources of funds to meet financing needs, taxes, inflation and governmental regulations. Sentences containing words such as ~~"believes," "intends," "anticipates," "expects,"~~“believes,” “intends,” “anticipates,” “expects,” or ~~"will"~~“will” generally should be considered forward-looking statements.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ~~- ------------------------------------------------------------------~~

See the ~~"Market~~“Market Risk and Risk Management ~~Policies"~~Policies” section under Item 2, ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 4.CONTROLS AND PROCEDURES - ------------------------------- a) As of the end of the period covered by this report, L. B. Foster Company (the Company) carried out an evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rules 13a - 15(e) and 15d - 15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to timely alert them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings. b) There have been no significant changes in the Company's internal controls over financial reporting that occurred in the period covered by this report that have materially affected or are likely to materially affect the Company's internal controls over financial reporting. 22

	a)		As of the end of the period covered by this report, L. B. Foster Company (the Company) carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a — 15(e) and 15d – 15(e). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to timely alert them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

	b)		There have been no significant changes in the Company’s internal controls over financial reporting that occurred in the period covered by this report that have materially affected or are likely to materially affect the Company’s internal controls over financial reporting.

PART II OTHER INFORMATION ~~-------------------------~~

Item 1.LEGAL PROCEEDINGS ~~- -------------------------~~

See Note 10, ~~"Commitments~~“Commitments and Contingent ~~Liabilities"~~Liabilities”, to the Condensed Consolidated Financial Statements.

Item ~~5. OTHER INFORMATION - -------------------------- On~~4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company’s annual meeting held on May 5,25, 2005, the ~~Company and certain~~following individuals were elected to the Board of its subsidiaries entered into an amended and restated credit agreement with PNC Bank, N.A., LaSalle Bank, N.A., and First Commonwealth Bank. The new agreement provides for a $60.0 million five year revolving credit facility expiring in May 2010, and is filed as Exhibit 10.0 to this form 10-Q. See Note 14, Subsequent Event located in the Notes to Condensed Consolidated Financial Statements. Directors:


	For		Withheld
Name	Election		Authority

Lee B. Foster II		9,574,611		15,579
Stan L. Hasselbusch		9,565,151		25,039
Henry J. Massman IV		9,575,611		14,579
Diane B. Owen		9,541,711		48,479
John W. Puth		9,573,123		17,067
William H. Rackoff		9,575,611		14,579

Item 5.OTHER INFORMATION

None.

Item 6.EXHIBITS ~~- ----------------~~

Unless marked by an asterisk, all exhibits are incorporated by reference: 3.1 Restated Certificate of Incorporation, filed as Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 2003. 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, 2002. 4.0 Rights Amendment, dated as of May 15, 1997 between L. B. Foster Company and American Stock Transfer & Trust Company, including the form of Rights Certificate and the Summary of Rights attached thereto, filed as Exhibit 4.0 to Form 10-K for the year ended December 31, 2002. 4.0.1 Amended Rights Agreement dated as of May 14, 1998 between L. B. Foster Company and American Stock Transfer and Trust Company, filed as Exhibit 4.0.1 to Form 10-Q for the quarter ended March 31, 2003. 4.0.2 Revolving Credit and Security Agreement dated as of September 26, 2002, between L. B. Foster Company and PNC Bank, N. A., filed as Exhibit 4.0.2 to Form 10-Q for the quarter ended September 30, 2002. 4.0.3 First Amendment to Revolving Credit and Security Agreement dated September 8, 2003, between the Registrant and PNC Bank, N.A, filed as Exhibit 4.0.3 to Form 10-Q for the quarter ended September 30, 2003. 4.0.4 Second Amendment to Revolving Credit and Security Agreement dated January 28, 2005, between Registrant and PNC Bank, N.A., filed as Exhibit 4.0.4 to Form 8-K on February 2, 2005. 4.0.5 Third Amendment to Revolving Credit and Security Agreement dated January 28, 2005, between Registrant and PNC Bank, N.A., filed as Exhibit 4.0.5 to Form 8-K on February 2, 2005. * 10.0 Amended and Restated Revolving Credit Agreement dated May 5, 2005, between Registrant and PNC Bank, N.A, LaSalle Bank N.A., and First Commonwealth Bank. 10.12 Lease between CXT Incorporated and Pentzer Development Corporation, dated April 1, 1993, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2004.


3.1		Restated Certificate of Incorporation, filed as Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 2003.

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, 2002.

4.0		Rights Amendment, dated as of May 15, 1997 between L. B. Foster Company and American Stock Transfer & Trust Company, including the form of Rights Certificate and the Summary of Rights attached thereto, filed as Exhibit 4.0 to Form 10-K for the year ended December 31, 2002.

4.0.1		Amended Rights Agreement dated as of May 14, 1998 between L. B. Foster Company and American Stock Transfer and Trust Company, filed as Exhibit 4.0.1 to Form 10-Q for the quarter ended March 31, 2003.

10.0		Amended and Restated Revolving Credit Agreement dated May 5, 2005, between Registrant and PNC Bank, N.A, LaSalle Bank N.A., and First Commonwealth Bank, filed as Exhibit 10.0 to Form 10-Q for the quarter ended March 31, 2005.

10.12		Lease between CXT Incorporated and Pentzer Development Corporation, dated April 1, 1993, filed as Exhibit 10.12 to Form 10-K for the year ended December 31, 2004.

10.12.1		Second Amendment dated March 12, 1996 to lease between CXT Incorporated and Crown West Realty, LLC, successor, filed as Exhibit 10.12.1 to Form 10-K for the year ended December 31, 2004.

10.12.2		Third Amendment dated November 7, 2002 to lease between CXT Incorporated and Crown West Realty, LLC, filed as Exhibit 10.12.2 to Form 10-K for the year ended December 31, 2002.

10.12.3		Fourth Amendment dated December 15, 2003 to lease between CXT Incorporated and Crown West Realty, LLC, filed as Exhibit 10.12.3 to Form 10-K for the year ended December 31, 2003.

10.12.4		Fifth Amendment dated June 29, 2004 to lease between CXT Incorporated and Park SPE, LLC, filed as Exhibit 10.12.4 to Form 10-K for the year ended December 31, 2004.

10.13		Lease between CXT Incorporated and Crown West Realty, L. L. C., dated December 20, 1996, filed as Exhibit 10.13 to Form 10-K for the year ended December 31, 2004.

10.13.1		Amendment dated June 29, 2001 between CXT Incorporated and Crown West Realty, filed as Exhibit 10.13.1 to Form 10-K for the year ended December 31, 2002.

* 10.14		Lease of property in Tucson, AZ between CXT Incorporated and the Union Pacific Railroad Company, dated May 27, 2005.

* 10.15		Lease of property in Grand Island, NE between CXT Incorporated and the Union Pacific Railroad Company, dated May 27, 2005.

* 10.15.1		Industry Track Contract between CXT Incorporated and the Union Pacific Railroad Company, dated May 27, 2005.

23 10.12.1 Second Amendment dated March 12, 1996 to lease between CXT Incorp- orated and Crown West Realty, LLC, successor, filed as Exhibit 10.12.1 to Form 10-K for the year ended December 31, 2004. 10.12.2 Third Amendment dated November 7, 2002 to lease between CXT Incorporated and Crown West Realty, LLC, filed as Exhibit 10.12.2 to Form 10-K for the year ended December 31, 2002. 10.12.3 Fourth Amendment dated December 15, 2003 to lease between CXT Incorporated and Crown West Realty, LLC, filed as Exhibit 10.12.3 to Form 10-K for the year ended December 31, 2003. 10.12.4 Fifth Amendment dated June 29, 2004 to lease between CXT Incorporated and Park SPE, LLC, filed as Exhibit 10.12.4 to Form 10-K for the year ended December 31, 2004. 10.13 Lease between CXT Incorporated and Crown West Realty, L. L. C., dated December 20, 1996, filed as Exhibit 10.13 to Form 10-K for the year ended December 31, 2004. 10.13.1 Amendment dated June 29, 2001 between CXT Incorporated and Crown West Realty, filed as Exhibit 10.13.1 to Form 10-K for the year ended December 31, 2002. 10.15 Lease between CXT Incorporated and Union Pacific Railroad Company, dated February 13, 1998, and filed as Exhibit 10.15 to Form 10-K, for the year ended December 31, 2004. 10.15.1 Renewal Rider for lease between CXT Incorporated, Union Pacific Railroad Company and Nevada Railroad Materials, Inc., dated December 17, 2003, and filed as Exhibit 10.15.1 to Form 10-K for the year ended December 31, 2003. 10.15.2 Renewal Rider for lease between CXT Incorporated and Union Pacific Railroad Company dated December 17, 2003 and filed as Exhibit 10.15.2 to Form 10-K for the year ended December 31, 2003. 10.16 Lease between Registrant and Suwanee Creek Business Center, LLC dated February 13, 2004, and filed as Exhibit 10.16 to Form 10-Q for the quarter ended June 30, 2004. 10.17 Lease between Registrant and the City of Hillsboro, TX dated February 22, 2002, filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2002. 10.19 Lease between Registrant and American Cast Iron Pipe Company for pipe-coating facility in Birmingham, AL dated December 11, 1991, filed as Exhibit 10.19 to Form 10-K for the year ended December 31, 2002. 10.19.1 Amendment to Lease between Registrant and American Cast Iron Pipe Company for pipe-coating facility in Birmingham, AL dated November 15, 2000, and filed as Exhibit 10.19.2 to Form 10-K for the year ended December 31, 2000. 10.20 Equipment Purchase and Service Agreement by and between the Registrant and LaBarge Coating LLC, dated July 31, 2003, and filed as Exhibit 10.20 to Form 10-Q for the quarter ended September 30, 2003. ^ 10.21


10.16		Lease between Registrant and Suwanee Creek Business Center, LLC dated February 13, 2004, and filed as Exhibit 10.16 to Form 10-Q for the quarter ended June 30, 2004.

10.17		Lease between Registrant and the City of Hillsboro, TX dated February 22, 2002, filed as Exhibit 10.17 to Form 10-K for the year ended December 31, 2002.

10.19		Lease between Registrant and American Cast Iron Pipe Company for pipe-coating facility in Birmingham, AL dated December 11, 1991, filed as Exhibit 10.19 to Form 10-K for the year ended December 31, 2002.

10.19.1		Amendment to Lease between Registrant and American Cast Iron Pipe Company for pipe-coating facility in Birmingham, AL dated November 15, 2000, and filed as Exhibit 10.19.2 to Form 10-K for the year ended December 31, 2000.

10.20		Equipment Purchase and Service Agreement by and between the Registrant and LaBarge Coating LLC, dated July 31, 2003, and filed as Exhibit 10.20 to Form 10-Q for the quarter ended September 30, 2003.

^ 10.21		Agreement for Purchase and Sales of Concrete Railroad Ties between CXT Incorporated and the Union Pacific Railroad dated January 24, 2005, and filed as Exhibit 10.21 to Form 10-K for the year ended December 31, 2004.

10.22		Manufacturing Agreement between CXT Incorporated and Grimbergen Engineering & Projects, B.V. dated January 24, 2005, and filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2004.

* 10.33.2		Amended and Restated 1985 Long-Term Incentive Plan as of May 25, 2005. **

* 10.34		Amended and Restated 1998 Long-Term Incentive Plan as of May 25, 2005. **

10.45		Medical Reimbursement Plan effective January 1, 2004, filed as Exhibit 10.45 to Form 10-K for the year ended December 31, 2003. **

10.46		Leased Vehicle Plan as amended and restated on June 9, 2004, filed as Exhibit 10.46 to Form 10-Q for the quarter ended June 30, 2004. **

10.51		Supplemental Executive Retirement Plan, filed as Exhibit 10.51 to Form 10-K for the year ended December 31, 2002. **

10.52		Outside Directors’ Stock Award Plan, filed as Exhibit 10.52 to Form 10-K for the year ended December 31, 2002. **

10.53		Directors’ resolution dated July 26, 2005 under which directors’ compensation was established, filed as Exhibit 10.53 to Form 8-K on July 27, 2005. **

* 10.53.1		Directors’ resolution dated May 25, 2005 under which Mr. Hasselbusch’s salary was adjusted. **

* 10.53.2		Directors’ resolution dated July 26, 2005 under which Mr. Voltz’s salary was adjusted. **

10.55		Management Incentive Compensation Plan for 2005, filed as Exhibit 10.55 to Form 8-K on February 22, 2005. **

10.56		2005 Three Year Incentive Plan, filed as Exhibit 10.56 to Form 8-K on May 31, 2005. **

* 31.1		Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

24 2005, and filed as Exhibit 10.21 to Form 10-K for the year ended December 31, 2004. 10.22 Manufacturing Agreement between CXT Incorporated and Grimbergen Engineering & Projects, B.V. dated January 24, 2005, and filed as Exhibit 10.22 to Form 10-K for the year ended December 31, 2004. 24 10.33.2 Amended and Restated 1985 Long-Term Incentive Plan as of February 26, 1997, filed as Exhibit 10.33.2 to Form 10-Q for the quarter ended March 31, 2003. ** 10.34 Amended and Restated 1998 Long-Term Incentive Plan as of February 2, 2001, filed as Exhibit 10.34 to Form 10-K for the year ended December 31, 2000. ** 10.45 Medical Reimbursement Plan effective January 1, 2004, filed as Exhibit 10.45 to Form 10-K for the year ended December 31, 2003. ** 10.46 Leased Vehicle Plan as amended and restated on June 9, 2004, filed as Exhibit 10.46 to Form 10-Q for the quarter ended June 30, 2004. ** 10.51 Supplemental Executive Retirement Plan, filed as Exhibit 10.51 to Form 10-K for the year ended December 31, 2002. ** 10.52 Outside Directors' Stock Award Plan, filed as Exhibit 10.52 to Form 10-K for the year ended December 31, 2002. ** 10.53 Directors' resolutions dated May 13, 2003, under which directors' compensation was established, filed as Exhibit 10.53 to Form 10-Q for the quarter ended June 30, 2003. ** 10.55 Management Incentive Compensation Plan for 2005, filed as Exhibit 10.55 to Form 8-K on February 22, 2005. ** * 31.1 Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. * 32.0 Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. - -------------------------------------------------------------------------------- * Exhibits marked with an asterisk are filed herewith. ** Identifies management contract or compensatory plan or arrangement required to be filed as an Exhibit. ^ Portions of this exhibit have been omitted pursuant to a confidential treatment request.


		L.B. FOSTER COMPANY
		(Registrant)

Date:August 9, 2005		By:/s/David J. Russo

		David J. Russo
		Senior Vice President,
		Chief Financial Officer and Treasurer
		(Duly Authorized Officer of Registrant)


	Page
PART I. Financial Information

Item 1. Financial Statements:

Condensed Consolidated Balance Sheets		3

Condensed Consolidated Statements of Operations		4

Condensed Consolidated Statements of Cash Flows		5

Notes to Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13

Item 3. Quantitative and Qualitative Disclosures about Market Risk		22

Item 4. Controls and Procedures		22

PART II. Other Information

Item 1. Legal Proceedings		22

Item 4. Submission of Matters to a Vote of Security Holders		22

Item 5. Other Information		22

Item 6. Exhibits		23

Signature		26
EX-10.14
EX-10.15
EX-10.15.1
EX-10.33.2
EX-10.34
EX-10.53.1
EX-10.53.2
EX-31.1
EX-31.2
EX-32


* 31.2		Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.

* 32.0		Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.


*		Exhibits marked with an asterisk are filed herewith.

**		Identifies management contract or compensatory plan or arrangement required to be filed as an Exhibit.

^		Portions of this exhibit have been omitted pursuant to a confidential treatment request.