1
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*




                               FOSTER L B CO CL A
                   -----------------------------------------                   
                               (Name of Issuer)

                                  COMMON STOCK
                   -----------------------------------------
                         (Title of Class of Securities)

                                   350060109
                   -----------------------------------------
                               (CUSIP Number)





         Check the following box if a fee is being paid with this statement [ ].
         (A fee is not required only if the filing person: (1) has a previous 
         statement on file reporting beneficial ownership of more than five 
         percent of the class of securities described in Item 1; and (2) has
         no amendment subsequent thereto reporting beneficial ownership of five
          percent or less of such class.)  (See Rule 13d-7.)

         *The remainder of this cover page shall be filled out for a reporting
         person's initial filing on this form with respect to the subject class
         of securities, and for any subsequent amendment containing information
         which would alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the
         Securities Exchange Act of 1934 ("Act") or otherwise subject to the
         liabilities of that section of the Act but shall be subject to all
         other provisions of the Act (however, see the Notes).


                        (Continued on following page(s))

                               Page 1 of 6 Pages

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CUSIP NO. 350060109                 13G                   PAGE  2  OF 6  PAGES


1    NAME OF REPORTING PERSON
     S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
  
       U. S. Bancorp  93-0571730


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                       
                                                         (a) [      ]
                                                         (b) [  x   ]
  
  
3    SEC USE ONLY
  
  
  
  
4    CITIZENSHIP OR PLACE OF ORGANIZATION
  

  
                    5    SOLE VOTING POWER
                        
                                    647,800
                        
                        
   NUMBER OF        6    SHARED VOTING POWER
    SHARES              
 BENEFICIALLY                          0                
   OWNED BY             
     EACH               
   REPORTING        7    SOLE DISPOSITIVE POWER
    PERSON                         
     WITH                           329,300

                        
                    8    SHARED DISPOSITIVE POWER
                        
                                     31,000
                        
  
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
               647,800            

  
  
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
  

  
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
  
               6.5            
  
  
12   TYPE OF REPORTING PERSON*
  
                BHC


                      *SEE INSTRUCTION BEFORE FILLING OUT!


                               Page 2 of 6 Pages
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                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 10549


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


                       SCHEDULE 13G UNDER THE SECURITIES

                              EXCHANGE ACT OF 1934


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




Item 1.    (a).    Name of Issuer:
                 
                     FOSTER L B CO CL. A                   
                 
           (b).    Address of Issuer's Principal Executive Offices:
                 
                     415 HOLIDAY DRIVE
                     PITTSBURGH, PA 15220                   
                   
                   
                 
Item 2.    (a).    Name of Person Filing:
                 
                     U. S. Bancorp
                 
                 
           (b).    Address of Principal Business Office:
                 
                     111 S. W. Fifth Avenue
                     Portland, OR 97204

                 
                 
                 
                 

                              Page 3 of 6 Pages


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Item 2.    (c).    Citizenship:
                 
                     UNITED STATES OF AMERICA
                 
                 
           (d).    Title of Class of Securities:
                 
                     COMMON STOCK                   
                 
           (e).    CUSIP Number:
                 
                     350060109                   
                 
Item 3.            This statement is filed pursuant to Rule 13d-1(b)(2) by
                   Parent Holding Company in accordance with 
                   Rule 13d-11(b)(ii)(G)                 
                 
Item 4.            Ownership.
                 
           (a).    Amount Beneficially Owned
                 
                        647,800                   
                 
           (b).    Percent of Class:
                 
                        6.5                   
                 
           (c).    Number of Shares as to which U.S. BANCORP has:
                                                                
                   (i)      sole power to vote or to direct the vote    647,800
                          
                   (ii)     shared power to vote or to direct the vote     0
                          
                   (iii)    sole power to dispose or to direct the         
                            disposition of                              329,300
                          
                   (iv)     shared power to dispose or to direct the
                            disposition of                               31,000
                          
                 
                 
                 
                 
                              Page 4 of 6 Pages


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Item 5.            Ownership of Five Percent or Less of a Class:
                 

                 
                 
                 
Item 6.            Ownership of More Than Five Percent on Behalf of Another
                   Person:
                 

                 
                 
Item 7.            Identification and Classification of Subsidiaries which 
                   Acquired the Security Being Reported on by the Parent 
                   Holding Company:
                 

                 
                   See Exhibit A                 
                 
Item 8.            Identification and Classification of Members of the Group:
                 


                 
                 
                 
                 
                              Page 5 of 6 Pages



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Item 9.            Notice of Dissolution of Group:
                 

                 
                 
Item 10.           Certification:
                 
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired 
                   in the ordinary course of business and were not acquired for
                   the purpose of and do not have the effect of changing or 
                   influencing the control of the issuer of such securities and
                   were not acquired in connection with or as a participant in
                   any transaction having such purpose or effect.
                 
                 
                   Signature:  After reasonable inquiry and to the best of my 
                   knowledge and belief, I certify that the information set 
                   forth in this statement is true, complete and correct.
                 
                 
                 
                 
                 
                 
                 
                                          By:  /s/ Deborah B. Goldberg
                                               --------------------------
                                               Title: Assistant Secretary
                 




Dated: 




                               Page 6 of 6 Pages


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                                   EXHIBIT A


Pursuant to the instructions in Item 7 of Schedule 13G, Qualivest Capital
Management, Inc., 111 S.W. Fifth Avenue, Portland, Oregon 97204, an investment
advisor registered under Section 203 of the Investment Advisors Act of 1940 and
a wholly-owned subsidiary of United States National Bank of Oregon, which is a
wholly-owned subsidiary of U.S. Bancorp (the "Bank"), is the beneficial owner of
249,500 shares, or 2.5% of the common stock outstanding of FOSTER L B CO (the
"Company") as a result of acting as investment advisor to The Qualivest Funds,
an investment company registered under Section 8 of the Investment Company Act
of 1940. 398,300 shares, or 4.0% of the common stock outstanding of the Company,
are held by the Trust Group of the Bank, a national bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934.