FORM 11-K

             FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASES, SAVINGS
               AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934


(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934.

For the fiscal year ended December 31, 2002.

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.

For the transition period from ___________to_____________

Commission file number  0-10436.


                 L. B. Foster Company Voluntary Investment Plan
- -------------------------------------------------------------------------------
                (Full title of the plan and the address of plan,
                if different from that of the issuer named below)


                              L. B. FOSTER COMPANY
                              415 Holiday Drive
                              Pittsburgh, PA  15222
- -------------------------------------------------------------------------------
   (Name of issuer of the securities held pursuant to the plan and the
                   address of its principal executive office)




FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION
L. B. Foster Company Voluntary Investment Plan
Years ended December 31, 2002 and 2001
with Report of Independent Auditors






                              L. B. Foster Company
                            Voluntary Investment Plan

                              Financial Statements
                         and Other Financial Information


                     Years ended December 31, 2002 and 2001




                                    Contents

Report of Independent Auditors..........................................   1

Audited Financial Statements

Statements of Net Assets Available for Benefits.........................   2
Statement of Changes in Net Assets Available for Benefits...............   3
Notes to Financial Statements...........................................   4

Other Financial Information

Schedule H, Line 4(i)--Schedule of Assets (Held at End of Year).........  10


  1


                         Report of Independent Auditors


Plan Administrator
L. B. Foster Company
Voluntary Investment Plan

We have audited the accompanying statements of net assets available for benefits
of L. B. Foster Company  Voluntary  Investment  Plan as of December 31, 2002 and
2001, and the related  statement of changes in net assets available for benefits
for the year  ended  December  31,  2002.  These  financial  statements  are the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the Plan at
December  31,  2002 and 2001,  and the changes in its net assets  available  for
benefits for the year ended  December 31, 2002,  in conformity  with  accounting
principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The  accompanying  supplemental  schedule of assets
held  at end of  year as of  December  31,  2002 is  presented  for  purpose  of
additional  analysis and is not a required part of the financial  statements but
is  supplementary  information  required by the  Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied  in our  audits  of the  financial  statements  and,  in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.




June 2, 2003
  2


                            L. B. Foster Company
                          Voluntary Investment Plan

               Statements of Net Assets Available for Benefits


                                                      December 31
                                                 2002              2001
                                        -------------------------------------
Assets
Investments at fair value                     $27,467,746       $34,487,003
Participant loans                                 530,648           498,971
                                        -------------------------------------
                                               27,998,394        34,985,974

Receivables:
Employee                                           77,854            78,006
Employer                                           34,746           104,921
Other                                                  60               113
                                        -------------------------------------
                                                  112,660           183,040
                                        -------------------------------------
Net assets available for benefits             $28,111,054       $35,169,014
                                        =====================================


See accompanying notes.
  3
                              L. B. Foster Company
                            Voluntary Investment Plan

            Statement of Changes in Net Assets Available for Benefits

                          Year ended December 31, 2002


Additions
Investment (loss) income:
Interest and dividends                                            $ 558,878
Net realized/unrealized depreciation in
  investment fair value                                          (5,322,240)
                                                          ------------------
Total investment loss                                            (4,763,362)

Contributions:
Employee                                                          1,099,187
Employer                                                            367,763
                                                          ------------------
Total contributions                                               1,466,950
                                                          ------------------
                                                                 (3,296,412)

Deductions
Benefit payments                                                  3,761,548
                                                          ------------------
                                                                  3,761,548
                                                          ------------------

Decrease in net assets available for benefits                    (7,057,960)
Net assets available for benefits, beginning of year             35,169,014
                                                          ------------------
Net assets available for benefits, end of year                  $28,111,054
                                                          ==================

See accompanying notes.
  4




                              L. B. Foster Company
                            Voluntary Investment Plan

                          Notes to Financial Statements

                     Years ended December 31, 2002 and 2001


1. DESCRIPTION OF PLAN

The following brief description of the L. B. Foster Company Voluntary Investment
Plan (the Plan) as amended  effective  January 1, 1999 is  provided  for general
information  purposes  only.  Participants  should  refer  to the  summary  plan
description for more complete information.

GENERAL

The Plan is a  defined  contribution  plan  extended  to all  eligible  salaried
employees of L. B. Foster Company (the Company) who have attained age 18. The L.
B. Foster Company Employee  Benefits Policy and Review  Committee,  appointed by
the  Board  of  Directors  of the  Company,  collectively  serves  as  the  plan
administrator.  The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) as amended.

CONTRIBUTIONS

Contributions  under the Plan are made by both the participants and the Company.
A participant may elect to make pretax  contributions  ranging from 2% to 10% of
annual compensation subject to Internal Revenue Code limitations.  A participant
who elects to make pretax  contributions  of at least the maximum amount subject
to company matching can also elect to make additional voluntary contributions on
an after-tax basis provided,  however,  that the sum of the pretax and voluntary
employee   contributions  does  not  exceed  15%  of  the  participant's  annual
compensation.  Participant contributions and employer matching contributions are
invested  in  accordance  with  participant  elections.  In  the  event  that  a
participant does not make an investment election,  contributions are invested in
the  Fidelity  Freedom  funds  until  such  time as an  election  is made by the
participant. The participant may transfer contributions defaulted to these funds
into other investment options at the participant's discretion.

Beginning  the first of the month  following  twelve months of  employment,  the
Company provides a 50% match of the  participant's  primary  contribution on the
first 4% to 6% of annual compensation,  based on years of service, as defined by
the  Plan.  Beginning  the  first  of  the  month  following  twelve  months  of
employment,  the  Company  contributes  a fixed  amount  equal to 1% of eligible
employees'  annual  compensation  regardless  of whether the employee  elects to
contribute to the Plan. Company contributions may be reduced by forfeitures that
accumulate.
  5

                              L. B. Foster Company
                            Voluntary Investment Plan

                    Notes to Financial Statements (continued)


1. DESCRIPTION OF PLAN (CONTINUED)

The Plan also requires an additional  matching  employer  contribution  of up to
$.50 for each $1.00 of eligible pretax  contributions based on a target ratio of
the Company's annual pretax income to equity as defined in the Plan.  Additional
matching employer contributions were not required in 2002.

The Company, upon resolution of the Board of Directors, may make a discretionary
additional contribution of an amount out of, but not in excess of, the Company's
current or accumulated  profits. No discretionary  contribution was approved for
2002.  The  Company's  contributions  may be  reduced by any  forfeitures  which
accumulate   from   terminations  of   participants   with  nonvested   employer
contributions.   Forfeitures   totaling   $79,100   were   utilized   to  offset
contributions in 2002. At December 31, 2002 and 2001, forfeitures of $25,600 and
$109,800, respectively, were available to reduce future company contributions.

VESTING

A  participant's  vested interest in the Plan on any date is equal to the sum of
the values of (a) that portion of the participant's  account attributable to the
participant's  contributions and (b) that portion of the  participant's  account
attributable to the Company's contributions multiplied by the applicable vesting
percentage plus or minus related earnings (losses). Participants that are active
as of January 1, 2002 or later are 100%  vested in the  Company's  contributions
after three years of eligible  service or after  attaining age 65.  Participants
that are inactive as of or  terminated  prior to January 1, 2002 are 100% vested
in the  Company's  contributions  after five years of eligible  service or after
attaining age 65.

Notwithstanding  the above, a participant who terminates from the Plan by reason
of retirement, disability, or death is fully vested in his participant account.

DISTRIBUTIONS

Normal  retirement  age is 65. Early  retirement  age is 55,  provided  that the
participant has at least five years of service.  In addition,  a participant may
obtain an early retirement  distribution prior to reaching age 55, provided that
the participant  will turn 55 in the year the  distribution  occurs and that the
participant has at least five years of service.

As provided by the Plan, the  distribution to which a participant is entitled by
reason of normal, early, late, or disability  retirement,  death, or termination
of  employment  may be made in the form of direct  rollover,  annuity,  cash, or
partly in cash and  partly as an  annuity.  The amount of such  distribution  is
equal to the participant's vested account balance on the valuation date.
  6


                              L. B. Foster Company
                            Voluntary Investment Plan

                    Notes to Financial Statements (continued)


1. DESCRIPTION OF PLAN (CONTINUED)

WITHDRAWALS

Under  the  Plan,  a  participant  may elect to  withdraw  voluntary,  after-tax
contributions  made to the Plan prior to January 1, 1987.  Such  withdrawals are
subject to a $1,000  minimum.  In the event of extreme  hardship  and subject to
certain  restrictions  and  limitations,  a participant  may withdraw his vested
interest in the  portion of his  account  attributable  to  matching,  fixed and
discretionary contributions, and related earnings.

PARTICIPANTS' ACCOUNTS

Each  participant's  account  is  credited  with the  participant's  pretax  and
voluntary   contributions,   the   participant's   allocable  share  of  company
contributions,  and related earnings of the funds. Participants' accounts may be
invested in 10% increments into any of the mutual funds available under the Plan
at the direction of the participant.

LOANS

A participant may obtain a loan from the vested portion of his account,  subject
to spousal consent,  if applicable.  The loan proceeds  (subject to a minimum of
$1,000 and a maximum of $50,000) are deducted from the participant's account and
are  repaid by means of  payroll  deductions.  Loans are  required  to be repaid
within 60 months from the date on which the loan is  originally  granted and may
be  prepaid  early  without  penalty.  The  repayment  period for a loan that is
obtained for  purchasing a primary  residence may be as long as 360 months.  The
loan carries an interest rate computed at the prime rate plus one-half  percent.
The  interest  rate is  computed on the date the loan is  requested  and remains
fixed for the full term of the loan.

PLAN TERMINATION

Although it has not  expressed any intention to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan  subject  to the  provisions  of  ERISA.  Should  the  Plan be  terminated,
participants  will become fully vested in their accounts,  and the assets of the
Plan would be distributed to the participants  based on their individual account
balances as determined under the plan provisions.
  7

                              L. B. Foster Company
                            Voluntary Investment Plan

                    Notes to Financial Statements (continued)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

VALUATION OF INVESTMENTS

Mutual fund values are based on the underlying investments in securities. Mutual
fund  securities  traded on security  exchanges  are valued at the latest quoted
sales price.  Securities traded on a national  securities exchange are valued at
the  last  reported  sales  price  on the last  business  day of the plan  year.
Securities traded in the over-the-counter market and listed securities for which
no sale was  reported  on that fixed rate date are valued at the  average of the
last reported bid and ask quotations.  Loans  receivable from  participants  are
valued at cost which approximates fair value.

Realized  gain or loss  includes  recognized  gains  and  losses  on the sale of
investments. Unrealized appreciation or depreciation represents changes in value
from original  cost.  Dividend  income is recorded on the  ex-dividend  date and
interest income is accrued as earned.

As  described  above,  the assets of the Plan are  concentrated  in mutual funds
consisting  primarily of stocks and bonds.  Realization of amounts  disclosed as
net assets available for benefits is dependent on the results of these markets.

BASIS OF ACCOUNTING

The  financial  statements  of the Plan are  maintained  on the  accrual  basis.
Contributions  receivable  are recorded among the available  investment  options
based upon the participants'  aggregate investment  allocations in effect at the
end of the plan year.

USE OF ESTIMATES

The preparation of financial statements in accordance with accounting principles
generally  accepted in the United States  requires  management to make estimates
that affect the amounts  reported in the financial  statements and  accompanying
notes. Actual results could differ from those estimates.

EXPENSES

The  Company,  as provided  by the Plan,  pays  expenses  of the Plan.  Expenses
incurred  to  establish  and  maintain  a loan  are  charged  to the  applicable
participant.
  8

                              L. B. Foster Company
                            Voluntary Investment Plan

                    Notes to Financial Statements (continued)

3. INVESTMENTS

Effective January 1, 1999, the Plan was amended to establish an investment
option in which  employees  may invest  contributions  in L. B.  Foster  Company
common stock.  All profit sharing  contributions  occurring  after the effective
date will be directed into the L. B. Foster Company Stock Fund. Participants may
subsequently  transfer  profit  sharing  contributions  into other plan funds at
their  discretion.  During 2001, the Company  converted the L. B. Foster Company
Stock Fund into a unitized  stock fund. The unitized fund will be comprised of a
95% to 99% investment in L. B. Foster Company common stock with the remaining 1%
to 5% invested in a short-term  investment  fund. As a result of the conversion,
participant  accounts  receive  units of  participation  in the fund rather than
common  shares.  The conversion  grants  participants  the added  flexibility of
executing daily  transactions to increase or decrease  participation in the fund
that was not present under the prior fund structure.

For the  year  ended  December  31,  2002,  the  Plan's  investments  (including
investments bought, sold, and held during the year) appreciated (depreciated) in
value as follows:

                                                              Net Realized/
                                             Fair              Unrealized
                                             Market            Appreciation
                                             Value           (Depreciation)
                                      ------------------------------------------
 Fidelity Investments:
    Magellan Fund                       $    5,153,645           $(1,828,809)
    Equity Income Fund                       2,436,427              (616,944)
    Growth and Income Fund                   3,666,594              (906,109)
    Government Income Fund                   2,483,982               108,320
    Asset Manager Fund                         960,366              (138,803)
    Low Price Stock Fund                       663,234               (68,767)
    Freedom Income Fund                         18,870                  (150)
    Freedom 2000                               124,740                (3,178)
    Freedom 2010                               152,831                (6,905)
    Freedom 2020                               211,411               (36,873)
    Freedom 2030                                35,461                (3,760)
    Freedom 2040                                 2,455                  (332)
    Managed Income Fund                      1,659,982                     -
    Retirement Government Money Market Fund  3,572,069                     -
    Spartan U.S. Equity Index Fund           1,763,652              (584,049)
  Janus Worldwide Fund                       2,354,417              (903,529)
  Credit Suisse Emerging Growth Fund           558,525              (317,649)
  PIMCO Total Return Fund                      451,567                (1,471)
  L. B. Foster Company Stock Fund            1,197,518               (13,232)
                                      ------------------------------------------
                                        $   27,467,746           $(5,322,240)
                                      ==========================================
  9

                              L. B. Foster Company
                            Voluntary Investment Plan

                    Notes to Financial Statements (continued)

3. INVESTMENTS (CONTINUED)

The fair value of  investments  representing  5% or more of the Plan's assets at
December 31, 2002 and 2001 is as follows:

                                                  2002                 2001
                                           ---------------    -----------------
 Fidelity Investments:
   Magellan Fund                           $     5,153,645     $     7,720,290
   Equity Income Fund                            2,436,427           2,834,987
   Growth and Income Fund                        3,666,594           5,046,509
   Government Income Fund                        2,483,982           2,168,979
   Retirement Government Money Market Fund       3,572,069           4,941,431
   Managed Income Fund                           1,659,982             927,999
   Spartan U.S. Equity Index Fund                1,763,652           2,708,239
Janus Worldwide Fund                             2,354,417           3,948,328

4. INCOME TAX STATUS

The Plan has received a determination  letter from the Internal  Revenue Service
(IRS) dated July 30,  2002,  stating that the Plan is  qualified  under  Section
401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust
is exempt  from  taxation.  Once  qualified,  the Plan is required to operate in
conformity  with the Code to maintain  its  qualification.  The Plan was amended
subsequent to the IRS determination letter. The plan administrator  believes the
Plan is being  operated in compliance  with the applicable  requirements  of the
Code and,  therefore,  believes that the Plan is qualified and the related trust
is tax-exempt.

5. TRANSACTIONS WITH PARTIES-IN-INTEREST

Certain  trustee,  accounting,  and  administrative  expenses  relating  to  the
maintenance of participant records and the Plan's administration are absorbed by
the Company.

 10

                           OTHER FINANCIAL INFORMATION

                              L. B. Foster Company
                            Voluntary Investment Plan

                         EIN: 25-1324733 Plan Number: 201

                    Schedule H, Line 4(i)--Schedule of Assets
                              (Held at End of Year)

                                December 31, 2002

Identity of Issue, Borrower, Shares Fair Market Lessor or Similar Party Description of Investment Held Value - ---------------------------------------------------------------------------------------------------------------------- Fidelity Investments*: Magellan Fund Equities 65,269 $ 5,153,645 Equity Income Fund Equities 61,417 2,436,427 Growth and Income Fund Equities 120,970 3,666,594 Government Income Fund Government obligations 237,021 2,483,982 Asset Manager Fund Equities, money market, bonds 69,592 960,366 Low Price Stock Fund Equities 26,350 663,234 Freedom Income Fund Equity funds, fixed income funds 1,780 18,870 Freedom 2000 Equity funds, fixed income funds 11,329 124,740 Freedom 2010 Equity funds, fixed income funds 13,359 152,831 Freedom 2020 Equity funds, fixed income funds 19,869 211,411 Freedom 2030 Equity funds, fixed income funds 3,463 35,461 Freedom 2040 Equity funds, fixed income funds 419 2,455 Managed Income Fund Guaranteed investment contracts 1,659,982 1,659,982 Retirement Government Money Market Fund Government obligations, money market securities 3,572,069 3,572,069 Spartan U.S. Equity Index Fund Equities 56,618 1,763,652 Janus Worldwide Fund Equities 73,278 2,354,417 Credit Suisse Emerging Growth Fund Equities 29,630 558,525 PIMCO Total Return Fund Fixed income securities 42,321 451,567 ------------------ Total mutual funds 26,270,228 L. B. Foster Company Stock Fund Interest-bearing cash 51,432 51,432 Common stock 264,075 1,146,086 ------------------ 1,197,518 Outstanding participant loans Participant loans, interest rates ranging from 4.75% to 10.5%, various maturities ranging from 1 to 30 years 530,648 ------------------ $ 27,998,394 ================== *Party-in-interest
INDEX TO EXHIBITS Exhibit 23 Consent of Independent Auditors, Ernst & Young, LLP. Exhibit 99.1 Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit 99.2 Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Administrative Committee of the Plan have duly caused this Annual Report to be signed on its behalf by the undersigned hereunto duly authorized. L. B. Foster Company Voluntary Investment Plan ------------------------------- (Name of Plan) Date: June 24, 2003 By: /s/David J. Russo ------------------------------- David J. Russo Senior Vice President, Chief Financial Officer and Treasurer
Exhibit 23








                         Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement No.
333-65885 of L.B. Foster Company, as amended and restated, of our report dated
June 2, 2003, with respect to the financial statements and schedule of the L.B.
Foster Company Voluntary Investment Plan included in this Form 11-K for the year
ended December 31, 2002.



/s/Ernst & Young LLP

Pittsburgh, Pennsylvania
June 24, 2003



Exhibit 99.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of the L. B. Foster Company (the "Company")
Voluntary Investment Plan (the "Plan") on Form 11-K for the period ending
December 31, 2002, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Stan L. Hasselbusch, Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)       The Report fully complies with the requirements of Section 15(d)
          of the Securities Exchange Act of 1934; and

(2)       The information contained in the Report fairly presents, in all
          material respects, the net assets available for benefits and the
          changes in net assets available for benefits of the Plan.



                                                    By:/s/Stan L. Hasselbusch
                                                    --------------------------
                                                    Stan L. Hasselbusch
                                                    President and
                                                    Chief Executive Officer
                                                    June 24, 2003

Exhibit 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


 In connection with the Annual Report of the L. B. Foster Company (the
"Company") Voluntary Investment Plan (the "Plan") on Form 11-K for the period
ending December 31, 2002, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, David J. Russo, Chief Financial Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of Section 15(d)
         of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the net assets available for benefits and the
         changes in net assets available for benefits of the Plan.



                                                   By:/s/David J. Russo
                                                   --------------------
                                                   David J. Russo
                                                   Senior Vice President,
                                                   Chief Financial Officer and
                                                   Treasurer
                                                   June 24, 2003