SecProbe.io

Mail Stop 3561

        A p r i l  9 ,  2 0 0 7

Via U.S. Mail

Mr. David Russo
Chief Financial Officer
L. B. Foster Company
415 Holiday Drive
Pittsburgh, Pennsylvania 15220

Re: L. B. Foster Company
 Form 10-K for the year ended December 31, 2006
Filed March 15, 2007
 File No. 000-10436

Dear Mr. Russo:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Mr. David Russo
L. B. Foster Company
April 9, 2007 Page 2

Form 10-K for the year ended December 31, 2006

Item 7. Management’s Discussion and Analysis
Results of Operations, page 20
1. Please revise your year to year comparis on of operations to discuss and analyze
underlying causes of all material changes in results of operations.  For example,
you state that rail segment sales increased due to increase revenues from concrete
rail ties, rail distribution and transit products.  However, you do not discuss any
underlying causes for the increase in sales, nor the probability this trend will
continue.  Generally, the focus and content of MD&A should be on material information, identification and disclosure  of known trends and uncertainties, and
discussion and analysis of both past and prospective fi nancial matters.  We refer
you to Item 303 of Regulation S-K a nd FR-72 for additional guidance.

Liquidity and Capital Resources, page 22
2. We note your disclosure of debt as a per centage of total capit alization.  However,
the description of your revolving credit faci lity states that borrowings are limited
to certain percentages of eligible receiv ables and inventory.  As a result, it is
unclear why you disclose debt as a percen tage of total capitalization.  Please
expand your disclosure to explain why th is percentage is meaningful and how
investors should interpret increases or decreases in such percentage.

Tabular Disclosure of Contractual Obligations, page 24
3. We note that you have included excluded in terest from your table of contractual
obligations.  We generally believe you should also include estimated interest
payments in the table as these represent a contractual obligation.  Your tabular disclosure should be accompanied by a footnote explanation of the methodology
used in the calculation.  See Section IV .A of FR-72 for guidance and revise or
advise.

Dakota, Minnesota & Eastern Railroad, page 24
4. We note your disclosure regarding the FRA’s denial of the DM&E’s loan
application for the Project.  This denial a ppears to be based, at least in part, on an
independent analysis prepared in 2006 to  assess DM&E’s ability to repay the
loan.  The letter of presentation, dated May 8, 2006, accompanying the independent analysis describes DM&E as  an undercapitalized and financially
precarious company.  Also, the executive summary included in the aforementioned analysis states that DM&E ’s credit history with suppliers, debt
holders and preferred stockholders appears poor.  Supplementally tell us what consideration has been given to this i ndependent analysis when (i) determining
the collectibility of divi dends accruing on your investment in DM&E, and (ii)
determining the fair value of  your investment in DM&E.

Mr. David Russo
L. B. Foster Company
April 9, 2007 Page 3

Note 1. Summary of Significant Accounting Policies, page 35
5. Please add disclosure of the accounting policy for investments, such as your
investment in DM&E.  The description of  this accounting policy should include
how management determines whether a decr ease in value of an investment has
occurred which is other than temporary.  See APB 18, and the related FASB Staff Position 115-1 and 124-1, for guidance.

Note 7. Other Assets and Investments, page 42
6. We note your significant investment in the stock of DM&E, including the large
sum of recorded and unrecorded dividends receivable.  In th is regard, you state
that although the market values of the investments are not readily determinable,
you believe that the fair valu e of this investment exceed s its carrying amount.  In
light of there being no readily determinable market value for this stock, please tell
us how you determined the fair value of this investment.  The discussion on page
17 states that you only record a portion of  the dividends receivable from DM&E
based on your estimate of future cash flow s.  Please provide us with a summary of
these cash flow estimates.  Also, explain how such estimates compare with those used, if any, in your determination of the fair value of your investment in DM&E.
According to your disclosure on page 25, you believe the value of your investment in DM&E is “significantly” more than the $16.7 million carried on your balance sheet.  Please explain the basis for this assertion by management.

7. We note you disclose that accrued divide nds are recorded within Investments on
your balance sheet.  However, it is uncle ar where you reflect dividend income on
your statement of operations.  Please clarify your disclosure in this regard.  Also, specifically state why you continue to record dividend income notwithstanding
the fact, if true, that you have not rece ived any cash dividends from DM&E for
over eight years.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Mr. David Russo
L. B. Foster Company
April 9, 2007 Page 4

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Kristin Shifflett at (202) 551-33 81 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3211 with any other questions.

Sincerely,

David R. Humphrey
Branch Chief