SecProbe.io

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December 11, 2007

Via Facsimile

Mr. David Humphrey
Branch Chief
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C.  20549-3561

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

Dear Mr. Humphrey,

We are writing in response to your May 31, 2007 follow up letter to our response
to the comment  letter  received from the Staff of the  Securities  and Exchange
Commission  (the  "SEC")  dated  April 9,  2007,  with  respect  to L.B.  Foster
Company's (the "Company") Form 10-K for the fiscal year ended December 31, 2006.
The italicized  paragraphs below restate the numbered  paragraphs in the Staff's
comment  letter,  and the  discussion  set out below each such  paragraph is the
Company's response to the Staff's comments.

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

Liquidity and Capital Resources, Page 22
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2)   With regard to our previous comment number 2, we believe that, should you
     choose to continue to disclose debt as a percentage of total
     capitalization, you should increase your discussion of why this percentage
     is meaningful and how it should be interpreted by investors. Please confirm
     that you will expand your disclosure accordingly.

     The Company concurs. To the extent we continue to disclose this metric, we
     will expand our disclosure to include why we believe it is meaningful and
     how it should be interpreted.

Note 1. Summary of Significant Accounting Policies, Page 35
-----------------------------------------------------------
2)   We note your response to our previous comment number 5, including your
     reference to Note 7. We do not object to the disclosure of your specific

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     accounting treatment of the investment in DM&E railroad in Note 7. However,
     we believe that Note 1 should contain disclosure of your general accounting
     policy for investments, including the applicability of SFAS 115, or any
     other applicable accounting guidance , and how management determines
     whether a decrease in value has occurred which is other than temporary.

     We acknowledge your response and will, in future filings, include the
     following type of investment accounting policy discussion:

Investments

       The Company has a series of investments in a privately held entity for
business and strategic purposes. These investments are accounted for under the
cost method as the Company does not have the ability to exercise significant
influence over the investee and are included in "Investments" in the
consolidated balance sheet. Under the cost method, the investments are recorded
at their initial cost and are periodically evaluated for impairment. During the
Company's review for impairment, it examines the investees' actual and
forecasted operating results, financial position, liquidity, and the Company's
own prepared estimates of future cash flows, as well as business and industry
factors in assessing whether a decline in value of an equity investment has
occurred that is other-than-temporary. When such a decline in value is
identified, the fair value of the equity investment is estimated based on the
preceding factors and an impairment loss is recognized in "Other income" in the
consolidated statements of operations. During our review for the periods ended
December 31, 2006, 2005 and 2004, the Company did not identify any impairment
indicators which could have a significant adverse affect on the fair value of
the investment. See Note 7 for additional information regarding the Company's
investments.

Note 7. Other Assets and Investments, Page 42
---------------------------------------------
3)       We refer to your responses to our previous comment numbers 4 and 6
         regarding your determination of the fair value of your investment in
         DM&E. You have stated that you are provided annual financial statements
         of DM&E which you use, in addition to internally estimated cash flows,
         to assess the fair value of your investment. However, the information
         available publicly shows DM&E as a company that has been trying for
         many years to find funding for their Powder River Basin Project, with
         no success in obtaining either private or government sponsored funding
         due to uncertainty regarding their ability to repay the loan, thus
         making the future of this major project uncertain. Additionally, DM&E
         appears to have had financial difficulties starting prior to 1998,
         which were addressed only through a RRIF loan. As there is no financial
         information for DM&E available to the public, these facts are the only
         indications of the current financial condition of DM&E. Please provide
         specific evidence to support management's assertion that the investment
         in DM&E, including recorded and unpaid dividends, is significantly more
         than the investment recorded in the financial statements. Also, as
         previously requested, please provide us with a summary of the cash flow
         estimates used to determine the amount of dividend income recorded with
         respect to your investment in DM&E

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         The Company understands that, due to the intense opposition of its
         proposed Powder River Basin Project, there has been a significant
         amount of negative commentary publicly directed toward the DM&E
         Railroad, much of which is speculative and incorrect. In fact, the DM&E
         just received, through an Eighth Circuit Court Ruling, final approval
         to proceed with the Powder River Basin Project in January, 2007, so
         they have not been trying to get financing for years, other than the
         RRIF application process, which commenced late in 2005. The DM&E is a
         substantial and well run enterprise, whose operating ratios compare
         favorably to the North American Regional and Class One Railroads and it
         generates strong positive cash flows.

         We have supplementally provided our internal cash flow estimates as
         requested to support our assertions of financial strength.

         Subsequent Transaction
         ----------------------
         The above commentary relates to L.B. Foster's long time past practice
         of evaluating the value of its investment in the DM&E Railroad. On
         October 4, 2007, the DM&E agreed to be acquired by the Canadian Pacific
         Railway Limited (the "CP"). This agreement resulted in a payment to the
         Registrant of approximately $148.8 million and a gain of approximately
         $122.9 million after recording all previously un-recorded dividend
         income.

4)       We refer to your response to our previous comment number 7 and your
         reasons for continuing to record dividend income from the DM&E.
         However, it still remains unclear why you continue to record dividend
         income, as it seems that you may have no reasonable expectation of
         collecting this receivable in the foreseeable future. Based on the
         information provided, it appears that, regardless of available cash
         flow, DM&E is currently strictly prohibited from paying cash dividends
         for an extended period of time. However, even before this restriction,
         DM&E had not paid any dividends in many years, and has given no
         indication that they intend to do so after the restriction is lifted,
         as you state that they conserve their cash to invest in engineering
         studies and other costs related to the purposed Powder River Basin
         Project. In addition, your concerns regarding the financial condition
         of DM&E have caused you to record less than the full value of
         dividends. In this regard, your basis for continuing to record any
         dividend income remains unclear. As such, please provide evidence that
         collection of this dividend is reasonably assured. If such evidence is
         not available, consideration must be given to the guidance in SFAS 5
         regarding the accrual of a loss contingency for the entire dividend
         receivable balance.

         The DM&E is strictly prohibited from paying dividends, but only until
         December of 2007. Commencing in December 2007, the DM&E can begin to
         pay a significant amount of dividends based upon a formula that
         requires dividends to be funded from EBITDA after first paying for a
         minimum amount of capital expenditures.

         Our previously mentioned concerns regarding the DME relate back to the
         1998 to 2001 time-frame, when we stopped accruing dividends at 100
         cents on the dollar. You have probably read about the railroad

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         renaissance in this country and have seen the related increase in the
         operating results and market capitalizations of the publicly traded
         North American railroads. This industry strength was not lost on the
         DM&E. The strong markets in which it operates, the outstanding job the
         DM&E has done in improving its core business, as well as absorbing a
         synergistic and accretive 2002 acquisition have all resulted in a
         profitable, valuable franchise. The reason for recording less than 100%
         of the dividends today is related entirely to one of anticipated time
         of receipt as opposed to financial weakness.

         As mentioned previously, the DM&E can begin to pay a substantial amount
         of dividends beginning in December of this year. We project that
         dividends will begin to be paid in the December, 2007 to June 2008 time
         frame.

         As far as the intent of the DM&E to pay dividends, the preferred stock
         issued by the DM&E is by far the most expensive component of its
         capital structure today. We believe that they have every intention to
         begin paying dividends once the loan covenant restriction has lapsed at
         the end of 2007. We also believe that the DM&E has considered the
         possibility of refinancing the various series of preferred stock with a
         cheaper form of preferred equity. This new issuance and retirement of
         equity is allowed under the current Railroad Rehabilitation and
         Improvement Financing Loan and is a possible scenario that would not
         only result in the full payment of all dividends due L.B. Foster, but
         it would also return all of the original principal invested as well.

     We will, in future filings, include the following type of discussion
     regarding our rationale for recording the current levels of dividend
     income:

     Dakota Minnesota and Eastern Railroad

         In December 1998, in conjunction with the issuance of Series C
         Preferred Stock and warrants, the DM&E ceased paying dividends on the
         Series B shares. The terms of the Series B Preferred Stock state in the
         event that regular dividends are not paid timely, dividends accrue at
         an accelerated rate until those dividends are paid. In addition,
         penalty interest accrues and compounds annually until such dividends
         are paid. Subsequent issuances of Series C, C-1, and D Preferred Stock
         have all assumed distribution priority over the previous series, with
         series D not redeemable until 2008. As subsequent preferred series were
         issued, we stopped recording the full amount due on all preferred
         series given the delay in anticipated realization of the dividends and
         the priority of redemption of the various issuances. We continue to
         record dividend income of approximately $1.0 million per year from the
         DM&E. We are recording an amount significantly less than the full
         amount due us since we are uncertain when we will receive these
         proceeds and not due to any concern of financial weakness. The DM&E is
         a substantial and well run enterprise, whose operating ratios are
         comparable to other regional and class one railroads and it generates
         strong positive cash flows. However, certain debt covenants related to
         DM&E borrowings have strictly prohibited the DM&E from paying dividends
         for the past several years. This prohibition will become less
         restrictive in December 2007 and we believe the DM&E will be able to
         begin paying a significant amount of dividends based upon a formula
         that requires dividends to be funded from EBITDA after first paying for
         a minimum amount of capital improvements. We anticipate that the DM&E
         will start to pay its preferred dividends in the December 2007 to June
         2008 time frame.

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         Subsequent Transaction
         ----------------------
         The above commentary relates to L.B. Foster's long time past practice
         of evaluating the probability of when it expected the DM&E to pay
         dividends to the Company and how much it would receive at those
         anticipated times. As mentioned above, on October 4, 2007, the DM&E
         agreed to be acquired by the CP. This agreement resulted in a payment
         to the Registrant of approximately $148.8 million, which included
         approximately $8.5 million of dividend income that the Company had
         deferred due to the uncertainty of when the actual receipt of those
         proceeds would occur as well as approximately $8.4 million of dividends
         receivable that the Company had previously recorded over several years.

Pursuant to Rule 12b-4 of the  Securities  Exchange Act, as amended,  we request
that,  upon completion of this review,  the Staff return to us all  supplemental
materials provided in connection with this review.

The Company acknowledges that:

o The Company is responsible  for the adequacy of and accuracy of the disclosure
in the filings;

o The Staff's  comments or changes to disclosure in response to Staff's comments
in the filings  reviewed by the Staff do not  foreclose  the SEC from taking any
action with respect to the filing; and

o The Company may not assert the Staff's comments as a defense in any proceeding
initiated  by the SEC or any person  under the  federal  securities  laws of the
United States.

Should you have any questions or wish to discuss further, please feel to contact
me by:

Phone:   (412) 928-3450

Email:   drusso@lbfosterco.com

Sincerely,

/s/ David J. Russo

David J. Russo
Senior Vice President, Treasurer and Chief Financial Officer

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