SecProbe.io

Mail Stop 3561
June 21, 2016

David J. Russo
Chief Financial Officer
L.B. Foster Company
415 Holiday Drive
Pittsburg, PA 15220

Re: L.B. Foster Company
 Form 10-K for the Year Ended December 31, 2015
Filed March 1, 2016
Form 10 -Q for the Quarter Ended March 31, 2016
Filed May 4, 2016
Form 8 -K dated May 3, 2016
File No. 000 -10436

Dear Mr. Russo :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2015

Managem ent’s Discussion and Analysis of Financial Cond ition and Results of Operations

2015 Developments and 2016 Outlook, page 21

1. We note that you disclose the non -GAAP financial measure Adjusted EBITDA on page
21.  Please revise to include the comparable GAAP  measure with equal or greater
prominence and include the reasons why management believes this non -GAAP financial
measure is useful to investors.  See Item 10(e)(1)(i) of Regulation S -K.

David J. Russo
L. B. Foster Company
June 21, 2016
Page 2

 Results of Operations – Segment Analysis, page 27

2. We note that in  your discussion of the results of operations by segment, you disclose and
discuss gross profit by segment.  We also note from Note 2 to the financial statements
that the segment measure used by the CODM in evaluating segment profitability  is
segment profi t/loss, a measure which appears to be calculated differently from gross
profit by segment.   If gross profit is not the segment measure reported to the CODM and
required to be disclosed in accordance with ASC 280, it would be considered a non -
GAAP financial  measure if disclosed and discussed in MD&A.  Please revise your
MD&A section to include the non -GAAP disclosures required by Item 10(e) of
Regulation S -K as they relate to the gross profit segment measure, or if true, revise your
disclosure in Note 2 to d isclose that gross profit is a segment measure reported to  and
used by  the CODM  to evaluate the segments .  See guidance in Question 104.03 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures  dated July
8, 2011 and updated May 17 , 2016.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 36

3. We note from your disclosure in Note 10 that the revolving credit facility bears interest at
variable rates.  Please revise your disclosure in Item 7A to provide quantitative
information regarding your interest rate risk in accordance with one of the three
disclosure alternatives set forth in Item 305 of Regulation S -K.

Notes to Consolidated Financial Statements

19. Commitments and Contingent Liabilities

UPPR Wa rrant Claims, page 76

4. We note in your disclosure that you cannot predict that any settlement or judgement
amounts will be within the range of your estimated accruals for loss contingencies and
that future potential costs pertaining to UPRR claims and the outcome of the litigation
could result in a material adverse effect on your financial statements.  If there is at least a
reasonable possibility that a loss exceeding amounts already recognized may have been
incurred, please either disclose an estimate (or , if true, state that the estimate is
immaterial in lieu of providing quantified amounts) of the additional loss or range of loss,
or state that such an estimate cannot be made. Please refer to ASC 450 -20-50.

Other Legal Matters, page 77

5. We note your dis closure that you are subject to other legal proceedings and claims that
arise in the ordinary course of business and you believe the amount of ultimate liability
will not materially affect your financial condition or liquidity but could have a material
effect on your results of operations.  Please note that if there is at least a reasonable

David J. Russo
L. B. Foster Company
June 21, 2016
Page 3

 possibility  that a loss or additional loss may have been incurred, please disclose  the
nature of the contingency and  an estimate (or, if true, state that the estimate is  immaterial
in lieu of providing quantified amounts) of the additional loss or range of loss, or state
that such an estimate cannot be made. Please r efer to ASC 450 -20-50.

Form 10 -Q for the Quarter Ended March 31, 2016

Notes to Condensed Consolidated Fin ancial Statements

4. Goodwill and Other Intangible Assets, page 11

6. We note that your current market capitalization is significantly below the carrying value
of your net assets and you had lower than expected revenues and orders in the first
quarter of 2016. We further note in your disclosure in Note 4 that qualitative fac tors are
assessed to determine whether it is more likely than not that the fair value of a reporting
unit is less than the carrying amount and that a goodwill impairment test was not
required.   P lease tell us , including any qualitative and quantitative fa ctors you
considered , how you  conclude d that an impairment test was not necessary.  If you have
performed an impairment analysis of goodwill or other intangible assets subsequent to
March 31, 2016, please provide us the results of such analysis.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Financial Condition, page 30

7. We note your disclosure that at March 31, 2016, the Company was in compliance with
the Amended Credit Ag reement’s covenants, however you anticipate working with
lenders to amend the Leverage Ratio definition during the second quarter to ensure
continued compliance with the financial covenants.  If you believe it is reasonably likely
that, absent a waiver or amendment to the credit agreement, you may violate one or more
of your debt covenants, please disclose the actual ratios/amounts related to any material
debt covenants as well as the required ratios/amounts as of each balance sheet date. This
will allow in vestors to better understand and assess your current compliance status and
your ability to continue to meet debt covenants.  You should also show the specific
computations you use to arrive at the actual ratios/amounts with corresponding
reconciliations to  US GAAP amounts, if necessary.  Also, please revise to explain the
reasonably likely impact of the breach on your financial condition or operating
performance and identify any alternate sources of funding. Refer to Item 303(a)(1) of
Regulation S -K and, fo r further guidance, Sections I.D and IV.C. of SEC Interpretive
Release No. 33 -8350.

David J. Russo
L. B. Foster Company
June 21, 2016
Page 4

 Form 8 -K furnished May 3, 2016

8. We note that in your earnings release furnished on Form 8 -K, you disclose EBITDA, a
non-GAAP financial measure in the first quarter highli ghts section, without disclosure of
the comparable GAAP financial measure, which is inconsistent with the updated
Compliance and Disclosure Interpretations  issued on May 17, 20 16.  Please review this
guidance when preparing your next earnings release.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Excha nge Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

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

 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 t he United States.

You may contact  Melissa Gilmore  at (202) 551 -3777  or Claire Erlanger  at (202) 551 -
3301 if you have any questions.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure