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

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


 Date of Report (Date of earliest event          March 25, 2009 (March 20,2009)
 reported)                                       -------------------------------


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


       Pennsylvania                  000-10436                 25-1324733
- --------------------------------------------------------------------------------
 (State or other jurisdiction       (Commission              (I.R.S. Employer
     of incorporation)              File Number)            Identification No.)


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


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


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Explanatory Note

As previously  disclosed by the Registrant in a current report on Form 8-K filed
with the  Commission  on  March 6,  2009,  on  March  3,  2009 the  Registrant's
Compensation Committee approved 2009 goals for annual incentive awards under the
L.B. Foster Annual  Incentive  Plan.  Included in that report were certain terms
and their  related  definitions.  This  amendment  is being filed solely for the
purpose of  redefining  certain of those  terms as included  herein.  Other than
these  amended  definitions,  this  amendment  does not modify  the  disclosures
contained in the current report filed with the Commission on March 6, 2009.

On March 20, 2009, Registrant  Compensation Committee redefined "Pre-tax Income"
and "Free Cash Flow" to be as follows:

"Pre-Tax  Income"  shall  mean the  pre-tax  income for the  Corporation  or, as
applicable,  for an  Operating  Unit for the  Fiscal  Year,  but  determined  in
accordance with generally accepted accounting principles,  including 100% of the
applicable LIFO charge or credit but excluding:  (i) the "Milestone Payments" or
other amounts,  if any, paid to the former  shareholders  (and their  respective
successors and assigns) of the DM&E arising from or in connection  with the 2007
merger of the  DM&E,  (ii) all gains or losses  arising  from  sales of  capital
assets when the sale or purchase price for an individual  asset exceeds $50,000;
(iii) all expenses,  costs,  profits,  losses or gains  attributable  to (a) the
sale; other than sales of inventory in the ordinary course of business,  of more
than  25% of the  assets  of an  "Operating  Unit"  or  50% of the  assets  of a
Component in the Fiscal Year, or (b) the acquisition of a business in 2009 for a
gross  purchase  price of more than $1M;  (iv) with respect to  Operating  Units
only,  the  costs of the  Plan;  and (v)  interest,  investment  gains or losses
arising  from  cash or  marketable  securities  of  $105M.  Notwithstanding  the
foregoing,  in the event more than 25% of the assets of an Operating Unit or 50%
of the assets of a  Component  are sold,  excluding  sales of  inventory  in the
ordinary course of business,  during the Fiscal Year,  such Operating  Unit's or
Component's, as applicable,  Planned Pre-Tax Income shall be eliminated from all
calculations  (if a  stipulated  amount of a  Component's  assets are sold,  the
Operating Unit's Planned Pre-tax  Incentive Income and Corporate Planned Pre-tax
Income  shall be  reduced  to the  extent  of the  Component's  Planned  Pre-tax
Income),  together with the  Component's  or Operating  Unit's,  as  applicable,
profits, losses or Pre-tax Income for the Fiscal Year.

"Free  Cash  Flow"  shall  mean  the sum of net  cash  provided  by (or used in)
operating activities,  and proceeds from capital asset sales, reduced by capital
expenditures  on property  plant and  equipment as adjusted for unusual gains or
losses or other transactions outside of the ordinary course of business



                                   SIGNATURES

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



                                          L.B. Foster Company
                                          -------------------
                                          (Registrant)


Date: March 25, 2009
      --------------
                                          /s/ David J. Russo
                                          ------------------
                                          David J. Russo
                                          Senior Vice President,
                                          Chief Financial Officer and Treasurer





                                  EXHIBIT INDEX
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                                      None