SecProbe.io

November 21, 2011
 Via E-Mail

Mr. Joseph E. McNeely Chief Financial Officer FreightCar America, Inc. 2 North Riverside Plaza, Suite 1250 Chicago, Illinois 60606
Re: FreightCar America, Inc.
 Form 10-K for the Year Ended December 31, 2010
Filed March 15, 2011 Form 10-Q for the Quarter Ended June 30, 2011 Filed November 2, 2011 Definitive Proxy Statemen t Filed on Schedule 14A
Filed April 6, 2011 File No. 000-51237

Dear Mr. McNeely:
 We have reviewed your filings and 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 this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Year Ended December 31, 2010

 Legal Proceedings, page 16

1. In future filings, please disclose the relief  sought in the Pennsylvania Lawsuit and the
Illinois Lawsuit.  In your response, pleas e provide us with your proposed revised
disclosure.

Mr. Joseph E. McNeely FreightCar America, Inc. November 21, 2011 Page 2

 Notes to the Financial Statements

 Note 2. Summary of Significant Accounting Policies

Long-lived Assets, page 42

2. We note your disclosure that due to the closur e of the manufacturing facility in Roanoke,
Virginia in July 2009, you tested the long-lived assets at the Roanoke and Danville facilities for recoverabi lity as of December 31, 2009.  In light  of the fact that the Roanoke
facility remained closed throughout 2010, pl ease tell us if you performed a subsequent
impairment analysis of the long-lived asse ts during 2010 or 2011 and if so, please tell us
the results of the analysis.  If you did not pe rform an impairment an alysis subsequent to
the December 31, 2009 analysis, please explain to us why you do not believe such an analysis was necessary.  As part of your res ponse, please tell us if  the Roanoke facility
has restarted manufacturing opera tions and if so, the date that operations restarted.
 Note 4. Fair Value Measurements, page 45

3. We note from your disclosure in Note 6 that during 2009 you recorded an impairment
write-down of $800 related to ra ilcars on operating leases.  Pleas e revise future filings to
include the disclosures required by ASC 820-10 -50-5 for this non-recurring fair value
measurement.
 Note 14. Stock-Based Compensation, page 58

4. We note your disclosure that expected life in years for all stock option awards was
determined using the simplified method. Please expl ain to us and disclose in future filings
the reason why the simplified method was use d.  See Staff Accounting Bulletin No. 110.
 Form 10-Q for the Quarter Ended September 30, 2011

 Statements of Operations, page 4

5. We note from your disclosure in Note  4 that during 2011 you re-aligned your
management reporting and performance struct ure, which resulted in separating the
business into two operating segments for reporting purposes, Manufacturing and
Services.  We also note that although re venues from the Services segment represented
only 8.7% of consolidated revenue for th e nine months ended September 30, 2011, we
note that it exceeded 10% of total revenues for the six months ended June 30, 2011.  Please note that if the amount of revenues from the Service segment exceeds 10% of
consolidated revenues for the year ended December 31, 2011, we believe that the amount
of such revenues, and related cost of services , should be separately presented on the face
of the statements of income.  See Rule 5- 03.1 and 2 of Regulation S-X.  Please revise
future filings accordingly.

Mr. Joseph E. McNeely FreightCar America, Inc. November 21, 2011 Page 3

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
17
 Results of Operations, page 17

6. Please revise the results of operations secti on in future filings to discuss and analyze
results of operations by the operating segments  disclosed in note 4 to the financial
statements.  For example, please discuss and analyze revenues and co st of sales (rather
than gross profit) separately for each segmen t.  Because gross profit is impacted by both
revenue and cost of sales, we believe a sepa rate discussion of cost of sales results is
appropriate.
 Definitive Proxy Statement

 Compensation Discussion and Analysis, page 13

7. We note your statements on page 17 that  you “t arget base salaries at a level that is
slightly below the market median for each specific executive position” and that “Mr. Baun received a base sala ry increase effective January 1, 2010 to ensure that his
base salary was aligned with the compensati on philosophy as it pertains  to executive base
salaries.”  Since you appear to benchmark th is element of compensation, please confirm
that in future filings you will identify the companies to which you benchmark and
disclose the degree to which the compen sation committee considers such companies
comparable to you.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.
 Certain Relationships and Re lated Transactions, page 46

8. In future filings, please describe all material  features of your polic ies and procedures for
the review, approval, or rati fication of any related-person transaction.  We note, for
example, that you have not disclosed the sta ndards to be applied pursuant to your written
policies and procedures or the persons or gr oups of persons on the boa rd of directors or
otherwise who are responsible for applying such policies and procedures.  In your
response, please provide us with your proposed revised disclosure.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Mr. Joseph E. McNeely FreightCar America, Inc. November 21, 2011 Page 4

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Claire Erla nger at (202) 551-3301 or me at (202) 551-3813 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Dana Brown at (202) 551-3859 or Justin Dobbie at (202) 551-3 469 with any other questions.

Sincerely,
   /s/ Linda Cvrkel
Linda Cvrkel Branch Chief