SecProbe.io

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FreightCar America, Inc.
125 South Wacker Drive, Suite 1500
Chicago, Illinois 60606

June 23, 2025

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tom Jones

Re: FreightCar America, Inc.
 Registration Statement on Form S-3
 Initially Filed February 28, 2025
 File No. 333- 285463

Dear Mr. Jones:

 Pursuant to Rules 460 and 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, FreightCar
America, Inc. respectfully requests that the effective date of the
above-referenced Registration Statement be accelerated so as to permit
it to become effective at 5:00 p.m. Washington D.C. time on July 1, 2025,
or as soon thereafter as practicable.

 Please call David A. Sakowitz of Winston & Strawn LLP at (212) 294-2639
to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

 Very truly yours,

 FREIGHTCAR AMERICA, INC.

 By: /s/ Michael A. Riordan
 Name: Michael A. Riordan
 Title: Vice President, Chief Financial Officer

cc: David A. Sakowitz, Winston & Strawn LLP

</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 June 13, 2025

 BY EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction

 100 F Street, NE
Washington, DC 20549

 Re:
 FreightCar America, Inc.

 Amendment No. 1 to Registration
Statement on Form S-3

 Filed February 28, 2025

 File No. 333-285463

 Ladies and Gentlemen:

 On behalf of our client, FreightCar
America, Inc. (the " Company "), we are writing to submit the Company's response to the comments of the staff (the
" Staff ") of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Commission ")
set forth in its letter, dated March 14, 2025, relating to the Company's Registration Statement on Form S-3 filed via EDGAR on February
28, 2025.

 The Company is concurrently
filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-3 (" Amendment No. 1 "), which reflects the
Company's response to the comments received by the Staff and certain updated information.

 We have set forth below the
comments in the Staff's letter, in bold, and the Company's responses thereto.

 Registration Statement on Form S-3 filed February 28, 2025

 General

 1.
 Please revise your registration statement to specifically incorporate by reference your Form 10-K for the fiscal year ended December 31, 2024. Refer to Item l 2(a)(1) of Form S-3. In addition, your filing currently omits certain disclosure concerning officers and directors that is required by the Form. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended your Form 10-K to include the Part III information or have filed a proxy statement which includes such information. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.

 Response : The Company acknowledges the Staff's
comment and advises the Staff that it has revised page 1 of Amendment No. 1 accordingly. The Company further advises the Staff that, although
it is no longer required pursuant to Compliance and Disclosure Interpretation Question 114.05 to include the Part III information, the
Company filed its proxy statement relating to its 2025 annual stockholders' meeting, which includes the Part III information, on
April 3, 2025.

 June 13, 2025
Page 2

 Selling Stockholder, page 27

 2.
 Please revise page 29 to clearly indicate the beneficial owner and natural person with dispositive voting power for the entity in the table.

 Response : The Company
acknowledges the Staff's comment and respectfully advises the Staff that there are no natural persons who have or share beneficial
ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "))
of the shares held by OC III LVS XII LP, OC III LVS XXVIII LP or OC III LFE II LP (collectively with OC III LVS XII LP and OC III LVS
XXVIII LP, the " PIMCO Entities "), each an affiliate of CO Finance LVS VI LLC, and together with CO Finance LVS VI
LLC, each an affiliate of Pacific Investment Management Company LLC ("PIMCO") . The Company understands from the PIMCO Entities
that none of the natural persons who participate in voting or investment decisions on behalf of the PIMCO Entities has the individual
right to control (or block) voting or investment decisions on behalf of the investment funds and, in each case, the number of natural
persons who participate in such voting and investment decision-making with respect to securities held by the investment funds exceeds
three. The PIMCO Entities have informed the Company that, consistent with the Staff's guidance in the Southland Corporation
No-Action Letter (July 8, 1987), they do not believe that any natural person should be deemed to have or share beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of the shares held by such investment funds. Because the disclosure called for in the
registration statement relating to beneficial ownership of the Company's securities specifically identifies, in Instruction 2 to Item
403 of Regulation S-K, that such beneficial ownership shall be determined in accordance with Rule 13d-3 under the Exchange Act, the Company
believes that no natural person is required to be identified as a beneficial owner of the securities held by the PIMCO Entities.
The Company further respectfully directs the staff to C&DI Question 140.02 (revised July 26, 2016) and former Question 240.04 (withdrawn
July 26, 2016), which previously required disclosure of natural persons in similar circumstances but were revised (or withdrawn) to eliminate
this requirement.

 If you have any questions,
please feel free to contact me at (212) 294-2639. Thank you for your cooperation and prompt attention to this matter.

 Sincerely,

 /s/ David A. Sakowitz

 David A. Sakowitz

 cc:

 Celia R. Perez, FreightCar America, Inc.
 Michael Riordan, FreightCar America, Inc.

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<TEXT>
 March 14, 2025

Nicholas J. Randall
Chief Executive Officer
FreightCar America, Inc.
125 South Wacker Drive, Suite 1500
Chicago, Illinois 60606

 Re: FreightCar America, Inc.
 Registration Statement on Form S-3
 Filed February 28, 2025
 File No. 333-285463
Dear Nicholas J. Randall:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed February 28, 2025
General

1. Please revise your registration statement to specifically incorporate by
reference your
 Form 10-K for the fiscal year ended December 31, 2024. Refer to Item
12(a)(1) of
 Form S-3. In addition, your filing currently omits certain disclosure
concerning
 officers and directors that is required by the Form. Please be advised
that we cannot
 accelerate the effective date of your registration statement until you
have amended
 your Form 10-K to include the Part III information or have filed a proxy
statement
 which includes such information. For guidance, please refer to Question
123.01 of the
 Securities Act Forms Compliance and Disclosure Interpretations.
 March 14, 2025
Page 2
Selling Stockholder, page 27

2. Please revise page 29 to clearly indicate the beneficial owner and
natural person with
 dispositive voting power for the entity in the table.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Thomas Jones at 202-551-3602 or Jay Ingram at
202-551-3397 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: David A. Sakowitz, Esq.
</TEXT>
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United States securities and exchange commission logo
September 2, 2021
James R. Meyer
Chief Executive Officer
FreightCar America, Inc.
125 South Wacker Drive, Suite 1500
Chicago, IL 60606
Re:FreightCar America, Inc.
Registration Statement on Form S-3
Filed August 27, 2021
File No. 333-259124
Dear Mr. Meyer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jay Ingram at 202-551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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FreightCar America, Inc.

125 South Wacker Drive, Suite 1500

Chicago, Illinois 60606

September 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Evan Ewing

 Re:          Freightcar
America, Inc.

Registration Statement on Form S-3

 Filed August 27, 2021

 File No. 333- 259124

Dear Mr. Ewing:

Pursuant to Rules 460 and 461
of the rules and regulations promulgated under the Securities Act of 1933, as amended, Freightcar America, Inc. respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m.
Washington D.C. time on September 9, 2021, or as soon thereafter as practicable.

Please call David A. Sakowitz
of Winston & Strawn LLP at (212) 294-2639 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

  Very truly yours,

  FREIGHTCAR AMERICA, INC.

  By: /s/ Terence R. Rogers

  Name: Terence R. Rogers

  Title: Chief Financial Officer

cc:       David A. Sakowitz, Winston & Strawn LLP

United States securities and exchange commission logo
June 11, 2020
Christopher J. Eppel
Chief Financial Officer
FreightCar America, Inc.
125 S. Wacker Drive, Suite 1500
Chicago, Illinois 60606
Re:FreightCar America, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 4, 2020, and as Amended April 6, 2020
File No. 000-51237
Dear Mr. Eppel:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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125 South Wacker Drive

Suite 1500

Chicago, Illinois 60606

312.928.0850

June 9, 2020

Via EDGAR

Beverly Singleton

Melissa Raminpour

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street N.E.

Washington, DC 20549

    Re:
    FreightCar America, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2019

    Filed March 4, 2020, and as Amended April 6, 2020

    Form 10-Q for the Quarterly Period Ended March 31, 2020

    Filed May 12, 2020

    File No. 000-51237

Dear Ms. Singleton and Ms. Raminpour:

On behalf of FreightCar America, Inc. (the “Company”),
I am submitting this response to the comments of the staff of the Securities and Exchange Commission on the above-referenced filings
as set forth in your letter dated May 27, 2020.

In addition to the Company’s responses set forth herein,
the Company understands that it will need to consider the staff’s comments in preparing its future filings. For your convenience,
the staff’s comment is set forth below in italicized text, followed by the Company’s response.

Form 10-Q for the Quarterly Period Ended March 31, 2020

Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations, page 20

 1. We note that your revenue significantly declined by $65 million, or 92%, from $71 million
for the three months ended March 31, 2019 to $5 million for the three months ended March 31, 2020. You indicate this was due to
the decrease in the number of railcars delivered (11 versus 641 units) due to lower industry demand, which was partially offset
by a higher average selling price for new railcars in 2020. We also note from your earnings call that the lower demand was due
to the combination of timing and weakness in the backlog, line changeovers, and a loss of 8 production days at the end of the first
quarter related to the Coronavirus. Revise your results of operations to provide qualitative reasons as to why demand was lower.
To the extent possible, quantify how the differing factors impacted the overall change in your results of operations. Additionally,
quantify how your expected deliveries are expected to ramp up through the year to the extent possible to provide further insight
into known trends and uncertainties. We also note from your earnings call a withdrawal of the 2020 guidance for deliveries and
capital expenditures, and although no order cancellations, you are not building any railcars that do not have a firm order behind
them, and as the Mexico facility is expected to begin production during the third quarter but not without a firm customer order,
please address how you expect deliveries to ramp up for the year. See Item 303 of Regulation S-K and SEC Release No. 33-8350.

      1

As noted in our Form 10-K for the year ended December 31, 2019
(the “2019 Form 10-K”), our backlog was 1,650 units as of December 31, 2019, or 49 units less than our backlog as of
December 31, 2018. In addition, our backlog as of March 31, 2020 was 1,939 units, or 187 units more than our backlog as of March
31, 2019. Although the backlog as of December 31, 2019 was not significantly lower than our backlog at the end of 2018, out of
this backlog only 31 units were scheduled to ship during the first quarter of 2020, compared to 641 units that were delivered in
the first quarter of 2019, reflecting the slower timing of industry demand. The anticipated timing of deliveries of units in our
backlog is largely driven by the respective delivery dates specified by the terms of our customer contracts. The Company typically
does not ship units during the same quarter in which an order is received from a customer.

During the first quarter of 2020, the Company delivered 11 of
the 31 units that had been scheduled for delivery during that quarter, because delivery of 20 units of the backlog that were expected
to be delivered was delayed into the second quarter of 2020. The delays were caused, in part, by the changeover of our production
lines at our Shoals facility that was necessary in order to fulfill two new boxcar and flatcar orders, which took longer than anticipated,
and, in part, by the closure of the Shoals plant from March 27, 2020 to April 7, 2020 related to COVID-19.

As disclosed in “Part II. Item 2. Management’s Discussion
and Analysis—Overview” of our Form 10-Q for the Quarterly Period ended March 31, 2020 (the “Form 10-Q”),
the estimated sales value of our backlog was $206 million and $221 million as of December 31, 2019 and March 31, 2020,
respectively. As disclosed in “Part 1. Item 1. Business—Backlog” of the 2019 Form 10-K, only $104.1 million of
our backlog as of December 31, 2019 was expected to be delivered after 2020, with the remaining $101.9 million expected to be delivered
during 2020. With the changeover of our production lines at our Shoals facility complete for 2020, the Company continues to expect
delivery of the same backlog sales value for the full year 2020 ($101.9 million). Since only 11 units were delivered in the first
quarter of 2020, generating $1.5 million of revenue, and because the customer contracts call for a higher level of deliveries through
the remainder of 2020, the Company expects increased delivery of backlog units for the three remaining quarters of 2020, consistent
with its expectation of $101.9 million in revenue from backlog converted to sales for the full year 2020.

      2

While the Company anticipates backlog deliveries as outlined
above, as noted in “Part II. Item 2. Management’s Discussion and Analysis—Overview” of the Form 10-Q, our
ability to predict industry demand and establish forecasts for sales, operating results and cash flows may be impacted by COVID-19.
Furthermore, our workforce and the workforces of our suppliers are potentially susceptible to large-scale outbreaks of the virus.
While our management is focused on mitigating the impact of COVID-19 on our business and the risk to our employees and, as such,
has taken a number of precautionary measures intended to mitigate the impact of COVID-19, management has rescinded its guidance
with respect to 2020 deliveries and capital expenditures because they are dependent on the timing and quantity of new orders, which
in turn are dependent on industry demand. We understand that it is consistent with recent prevailing practice within the railcar
industry to rescind 2020 guidance given the significantly increased uncertainty in the industry.

The Company will enhance its future periodic reports on Forms
10-Q and 10-K with qualitative discussion of the reasons for changes in demand and the impact of demand on our backlog, if significant.
Also, to the extent possible, we will quantify how the differing factors impacted the overall change in our results of operations.
Additionally, to the extent possible and consistent with then prevailing industry practice, we will discuss the expected pattern
of our backlog deliveries.

If you have any questions, please contact me at (312) 928-0052.

Sincerely,

/s/ Christopher
J. Eppel

Christopher J. Eppel

Vice President, Finance, Chief Financial Officer and Treasurer

FreightCar America, Inc.

cc:  David A. Sakowitz

    Winston & Strawn LLP

3

United States securities and exchange commission logo
May 27, 2020
Christopher J. Eppel
Chief Financial Officer
FreightCar America, Inc.
125 S. Wacker Drive, Suite 1500
Chicago, Illinois 60606
Re:FreightCar America, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 4, 2020, and as Amended April 6, 2020
Form 10-Q for the Quarterly Period Ended March 31, 2020
Filed May 12, 2020
File No. 000-51237
Dear Mr. Eppel:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise 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-Q for the Quarterly Period Ended March 31, 2020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 20
1.We note that your revenue significantly declined by $65 million, or 92%, from $71
million  for the three months ended March 31, 2019 to $5 million for the three months
ended March 31, 2020.  You indicate this was due to the decrease in the number of
railcars delivered (11 versus 641 units) due to lower industry demand, which was partially
offset by a higher average selling price for new railcars in 2020.  We also note from your
earnings call that the lower demand was due to the combination of timing and weakness in
the backlog, line changeovers, and a loss of 8 production days at the end of the first
quarter related to the Coronavirus.  Revise your results of operations to provide qualitative
reasons as to why demand was lower.  To the extent possible, quantify how the differing

 FirstName LastNameChristopher J. Eppel
 Comapany NameFreightCar America, Inc.
 May 27, 2020 Page 2
 FirstName LastName
Christopher J. Eppel
FreightCar America, Inc.
May 27, 2020
Page 2
factors impacted the overall change in your results of operations.  Additionally, quantify
how your expected deliveries are expected to ramp up through the year to the extent
possible to provide further insight into known trends and uncertainties.  We also note from
your earnings call a withdrawal of the 2020 guidance for deliveries and capital
expenditures, and although no order cancellations, you are not building any railcars that
do not have a firm order behind them, and as the Mexico facility is expected to begin
production during the third quarter but not without a firm customer order, please address
how you expect deliveries to ramp up for the year.  See Item 303 of Regulation S-K and
SEC Release No. 33-8350.

            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Melissa Raminpour at (202)
551-3379 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 3561

October 28 , 2016

Matthew S. Kohnke
Chief Financial  Officer
FreightCar America, Inc.
Two North Riverside Plaza, Suite 1300
Chicago, Illinois  60606

Re: FreightCar America, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
  Filed March 4 , 2016
  File No. 000-51237

Dear  Mr. Kohnke :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

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October 26, 2016

Via EDGAR

Melissa Raminpour

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Office of Transportation and Leisure

100 F Street N.E.

Washington, DC 20549

    Re:

    FreightCar America, Inc.

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

    Filed March 4, 2016

    File No. 000-51237

Dear Ms. Raminpour:

On behalf of FreightCar America, Inc. (the “Company”),
I am submitting this response to the comments of the staff of the Securities and Exchange Commission (the “Commission”)
on the above-referenced filing as set forth in your letter dated October 13, 2016 (the “Comment Letter”).

In addition to the Company’s responses set forth herein,
the Company understands that it will need to consider the staff’s comments in preparing its future filings. For your convenience,
the staff’s comment is set forth below in italicized text, followed by the Company’s response.

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

Management’s Discussion and Analysis

Results of Operations, page 21

 1. Please expand your discussion of gross profit and selling, general, and administrative expenses
to quantify and discuss the significant cost components within these broad categories, such as product costs, product development
costs, marketing costs, depreciation and amortization, compensation, and any other significant components that would enable readers
to understand your business better. For example, you state SG&A increased in 2015 due to third-party sales commissions, salaries
and wages, incentive compensation and legal costs, but you do not quantify these changes or provide the actual cost figures necessary
to put these changes in proper context.

The Company notes the staff’s comment and respectfully
advises the staff that, in future filings, the Company will expand the discussion of gross profit and selling, general and administrative
expenses to quantify the significant cost components that are the primary drivers of the changes in the reported results of operations
for the periods presented [as appropriate for the circumstances for such periods].

    1

If you have any questions, please contact me at (312) 928-0052.

Sincerely,

/s/ MATTHEW S.
KOHNKE

Matthew S. Kohnke

Vice President, Finance, Chief Financial Officer and Treasurer

FreightCar America, Inc.

        Two North Riverside
        Plaza, Suite 1300

        Chicago, IL 60606 USA

        312.928.0052

        FAX 312.328.0890

        www.freightcaramerica.com

2

Mail Stop 3561

October 13 , 2016

Matthew S. Kohnke
Chief Financial  Officer
FreightCar America, Inc.
Two North Riverside Plaza, Suite 1300
Chicago, Illinois  60606

Re: FreightCar America, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2015
  Filed March 4 , 2016
  File No. 000-51237

Dear  Mr. Kohnke :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will re spond.  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 Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis

Results of Operations, page 21

1. Please expand your discussion of gross profit and selling, general, and administrative
expenses to quantify and discuss the significant cost components within these broad
categories, such as product costs, product development costs, marketing costs,
depreciation and amortization, compensation, and any other significant components that
would enable readers to understand your business  better.  For example, you state SG&A
increased in 2015 due to third -party sales commissions, salaries and wages, incentive
compensation and legal costs, but you do not  quantify these changes or provide the actual
cost figures necessary to put these changes in proper context.

Matthew S. Kohnke
FreightCar America, Inc.
October 13 , 2016
Page 2

 We remind you that t he company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Beverly A. Singleton at (202) 551 -3328 or Claire Erlanger  at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact me at ( 202) 551 -3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

October 10, 2014

Via E -mail
Charles F. Avery Jr.
Chief Financial Officer
FreightCar America, Inc.
Two North Riverside Plaza, Suite 1300
Chicago, Illinois 60606

Re: FreightCar  America, Inc.
 Form 10-K for the Year Ended December 31, 2013
Filed March 14, 2014
File No. 000 -51237

Dear Mr. Avery :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 Un ited States.  We urge all persons who are responsible for the
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 rules require.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

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CORRESP

 October 6, 2014

 Via
EDGAR

 Linda Cvrkel

 Branch Chief

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street N.E.

 Washington, DC 20549

Re:
FreightCar America, Inc.

Form 10-K for the Year Ended December 31, 2013

Filed March 14, 2014

File No. 000-51237

 Dear Ms. Cvrkel:

On behalf of FreightCar America, Inc. (the “Company”), I am submitting this response to the comments of the staff of the Securities and Exchange
Commission (the “Commission”) on the above-referenced filing as set forth in your letter dated September 23, 2014 (the “Comment Letter”).

In addition to the Company’s responses set forth herein, the Company understands that it will need to consider the staff’s comments in preparing its
future filings. For your convenience, the staff’s consecutively numbered comments are set forth below in italicized text, followed by the Company’s responses. Dollar amounts set forth in the Company’s responses are in thousands.

Form 10-K for the Year Ended December 31, 2013

Consolidated Balance Sheets, page 38

 Comment No. 1

 Reference is made to the line item caption “Customer advance” of $19,037 at December 31, 2013. In light of the fact this appears to be
new in fiscal 2014, please describe for us in greater detail the nature and terms of the customer advance and revise your notes to disclose your accounting policy for such customer advances. We note that you have classified the advance and
repayments within financing activities on the statements of cash flows and based upon disclosure contained elsewhere in the filing, such amounts relate to customer advances for leased railcars delivered for which revenue cannot be recognized until
all contingencies have been resolved. In this regard, please explain to us how non-cash imputed interest and repayment of customer advances are recorded within your financial statements and describe the contingencies that continue to remain
unresolved as of June 30, 2014.

 Response to Comment No. 1

The Company respectfully informs the staff that the line item “Customer advance” relates to a customer order for railcars that was delivered in two
tranches – the first in April 2013 and the second in June 2013. For each tranche, the customer delivered a certificate of acceptance and paid to the Company the agreed-upon consideration. Following delivery of each certificate of acceptance,
title to the related railcars transferred to the customer and the risk of loss for each railcar was borne by the customer. Pursuant to a rent support agreement, for a period of up to 24 months after the delivery of each tranche, the Company agreed
to assist the customer by leasing the railcars to third parties and making minimum monthly rent payments (“rent support”) to the customer for the railcars irrespective of whether the railcars were actually leased.

The Company respectfully submits to the staff that this transaction does not meet the criteria for recognizing revenue due to the substantial risk of
ownership retained by the Company through the rent support agreement, which was deemed to be significant to the value of the transaction. In accordance with ASC 840-20-40, Lease Accounting, the sale of property subject to an operating lease
(or of property that is leased by or intended to be leased by the third-party purchaser to another party) shall not be treated as a sale if the seller or any party related to the seller retains substantial risk of ownership in the leased property.

 The estimated present value of the rent support payments is an amount in excess of 10% of the fair value of the railcars. Therefore, the Company believes
that it has retained substantial risk of ownership in this transaction and has classified the cost of manufacturing the railcars as “Inventory on lease” and the customer’s payments as “Customer advance” on the Company’s
consolidated balance sheets. Over the 24-month term of the rent support agreement, the Company will record imputed interest expense on the customer advance at the Company’s incremental borrowing rate with a corresponding increase to the
customer advance balance. Cash rent payments made by the Company are recorded as a reduction of cash with a corresponding decrease to the customer advance balance. The imputed interest expense on the customer advance is included as interest expense
on the Company’s consolidated statements of operations. On the Company’s consolidated statements of cash flows, the customer advance and repayments thereof are recorded as cash flows from financing activities while the imputed interest on
the customer advance is included as “Other non-cash items, net” in cash flows from operating activities.

 As of June 30, 2014, the
unresolved contingencies relating to the customer advance consisted of the Company’s remaining liability for rent support payments for the remaining term of the rent support agreement of 11 months.

The Company will revise the notes to its consolidated financial statements in future filings, as appropriate, to disclose its accounting policy for such
customer advances. As of December 31, 2013, the Company would have made such disclosure by including in the notes to the Company’s consolidated financial statements appearing in the Form 10-K for the year ended December 31, 2013 (the
“2013 Form 10-K”) disclosure to the following effect:

 2

 Revenue Recognition (to be inserted after the first paragraph)

When the Company retains substantial risk of ownership in railcars sold to customers, the proceeds received by the Company are not treated as a
sale but are accounted for as a customer advance by recording the proceeds as a liability. Customer advances on the Company’s consolidated balance sheets are reported net of any repayments made by the Company and include imputed interest that
is included in interest expense on the Company’s consolidated statements of operations.

 Notes to the Financial Statements

Note 3. Fair Value Measurements, page 48

 Comment
No. 2

 Please revise to provide the disclosures related to fair value measurements of assets recorded at fair value on a non-recurring basis, such
as the Danville facility and the Clinton repair shop which were impaired during 2013. See guidance in ASC 820-10-50.

 Response to Comment No. 2

 The Company notes the staff’s comment and respectfully advises the staff that, in future filings, the Company will revise its disclosure related to
fair value measurements to include the fair value measurements of assets recorded at fair value on a non-recurring basis, such as the Company’s Danville manufacturing facility and Clinton repair shop, with respect to which impairment charges
were recorded during the fourth quarter of 2013. As of December 31, 2013, the Company would have provided such information by revising Note 3 (Fair Value Measurements) to the Company’s consolidated financial statements appearing on page 48
of the 2013 Form 10-K to include (i) the table “Non-Recurring Fair Value Measurements” and (ii) additional disclosure relating to the estimation of the fair market values of the assets at the Danville and Clinton facilities. Note
3 also would have been revised to remove disclosures related to the Company’s investment in U.S. treasury securities held to maturity, as explained in the response to Comment No. 3 below. The revised Note 3 would have read as follows:

Note 3 – Fair Value Measurements

The following table sets forth by level within the ASC 820 fair value hierarchy the Company’s financial assets that were recorded at fair
value on a recurring basis and the Company’s non-financial assets that were recorded at fair value on a non-recurring basis.

 Recurring Fair Value Measurements

As of December 31, 2013

Level 1

Level 2

Level 3

Total

 ASSETS:

 Cash equivalents

$
48

$
—

$
—

$
48

 Restricted certificates of deposit

$
4,605

$
—

$
—

$
4,605

 Non-Recurring Fair Value Measurements

As of December 31, 2013

Level 1

Level 2

Level 3

Total

 ASSETS:

 Property, plant and equipment

$
 —

$
2,451

$
—

$
2,451

 Recurring Fair Value Measurements

As of December 31, 2012

Level 1

Level 2

Level 3

Total

 ASSETS:

 Cash equivalents

$
11,933

$
—

$
—

$
11,933

 3

 As stated in Note 6 (Restructuring and Impairment Charges), the carrying values of property,
plant and equipment at the Company’s Danville and Clinton facilities were reduced to their estimated fair market values during the fourth quarter of 2013.

Fair market values for the Danville and Clinton facilities were estimated using the market approach using market data such as recent sales of
comparable assets in active markets and estimated salvage values.

 Comment No. 3

We note from your disclosure in Note 3 you disclose financial assets recorded at fair value on a recurring basis; however, your disclosure in Note 2
indicates that debt securities which you have the positive intent and ability to hold to maturity are classified as securities-held-to-maturity and are reported at amortized cost adjusted for amortization of premium and accretion of discount on a
level yield basis. In this regard, please reconcile for us the information provided in Notes 2 and 3, and clarify your disclosures accordingly. Also, your notes to the financial statements should include the disclosures set forth in ASC 320-10-50-5
as they apply to the held-to-maturity securities.

 Response to Comment No. 3

The Company notes the staff’s comment and respectfully advises the staff that, in future filings, the Company will clarify that debt securities held to
maturity, such as the Company’s investment in U.S. treasury securities held to maturity, are reported at amortized cost adjusted for accretion of discount on a level yield basis and not recorded at fair value on a recurring basis. As of
December 31, 2013, the Company would have made such clarification by (i) revising Note 3 (Fair Value Measurements) to the Company’s consolidated financial statements appearing on page 48 of the 2013 Form 10-K to exclude disclosure in
the lead-in paragraph and in the tables relating to the Company’s investment in U.S. treasury securities held to maturity as set forth above in the Company’s response to Comment No. 2 and (ii) including a new note the
Company’s consolidated financial statements to the following effect:

 4

 Note __ – Marketable Securities

The Company’s current investment policy is to invest in cash, certificates of deposit, U.S. treasury securities, U.S. government agency
obligations and money market funds invested in U.S. government securities. Marketable securities as of December 31, 2013 and 2012, of $38,988 and $41,978, respectively, consisted of U.S. treasury securities held to maturity with original
maturities of greater than 90 days and up to one year. Due to the short-term nature of these securities and their low interest rates, there is no material difference between their fair market values and amortized costs.

* * * * *

 In connection with the Company’s
response to the Comment Letter, the Company hereby acknowledges 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 the United States.

If you have any questions, please contact me at (312) 928-0052.

Sincerely,

 /s/ CHARLES F. AVERY, JR.

Charles F. Avery, Jr.

 Vice President, Finance, Chief Financial
Officer and Treasurer

 FreightCar America, Inc.

Two North Riverside Plaza,

Suite 1300

 Chicago, IL
60606 USA

 312.928.0052

FAX 312.328.0890

www.freightcaramerica.com

 5

September 23, 2014

Via E -mail
Charles F. Avery Jr.
Chief Financial Officer
FreightCar America, Inc.
Two North Riverside Plaza, Suite 1300
Chicago, Illinois 60606

Re: FreightCar  America, Inc.
 Form 10-K for the Year Ended December 31, 2013
Filed March 14, 2014
File No. 000 -51237

Dear Mr. Avery :

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 r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated ) and providing any  reque sted
information.   If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Form 10 -K for the Year Ended December 31, 2013

Consolidated Balance Sheets, page 38

1. Reference is made to the line item caption “Customer advance” of $19,037 at December
31, 2013.   In light of the fact this appears to be new in fiscal 2014, please describe for us
in greater detail the natur e and terms of the customer advance  and revise your notes to
disclose your accounting policy for such customer advances.  We note that you have
classified the advance and repayments within financing activities on the statements of
cash flows and based upon  disclosure contained elsewhere in the filing, such amounts
relate to customer advance s for leased railcars delivered for which revenue cannot be
recognized until all contingencies have been resolved.  In this regard, please explain to us
how non -cash impu ted interest and repayment of customer advances are recorded within
your financial statements and describe the contingencies that continue to remain
unresolved as of June 30, 2014.

Charles F. Avery Jr.
FreightCar America, Inc.
September 23, 2014
Page 2

 Notes to the Financial Statements

Note 3. Fair Value Measurements,  page 48

2. Please revise to provide the disclosures related to fair value measurements of assets
recorded at fair value on a non -recurring basis, such as the Danville facility and the
Clinton repair shop which were impaired during 2013.  See guidance in ASC  820-10-50.

3. We note from your disclosure in Note 3  you disclose financial assets recorded at fair
value on a recurring basis ; however, your disclosure in Note 2  indicates that debt
securities which you have the positive intent and ability to hold to matur ity are classified
as securities -held-to-maturity and are reported at amortized cost adjusted for amortization
of premium and accretion of discount on a level yie ld basis.  In this regard, p lease
reconcile for us the information provided in Notes 2 and 3, and clarify your disclosure s
accordingly.   Also, your notes to the financial statements should include the disclosures
set forth in ASC 320 -10-50-5 as they apply to the held -to-maturity securities.

We urge all persons who are responsible for the accurac y and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 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 the United States.

You may contact Claire Erlanger  at (202) 551 -3301  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters . You may
also contact me at (202) 551 -3813.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

January 6, 2012
 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 completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

CORRESP

 December 19, 2011

 Via EDGAR and UPS overnight

 Linda Cvrkel

Branch Chief

 Securities and Exchange Commission

 Division of Corporation Finance

 100
F Street N.E.

 Washington, DC 20549

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 September 30, 2011

 Filed November 2, 2011

 Definitive Proxy Statement Filed on Schedule 14A

 Filed April 6, 2011

 File No. 000-51237

 Dear Ms. Cvrkel:

On behalf of FreightCar America, Inc. (the “Company”), I am submitting this response to the comments of the staff of the Securities and
Exchange Commission (the “Commission”) on the above-referenced filings as set forth in your letter dated November 21, 2011.

 In
addition to the Company’s responses set forth herein, the Company understands that it will need to consider the staff’s comments in preparing its future reports on Forms 10-K and 10-Q and definitive proxy statements on Schedule 14A. For
your convenience, the staff’s consecutively numbered comments are set forth below, followed by the Company’s responses. Amounts below are in thousands except for stock option amounts, which are shown as whole numbers.

The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the filings, (ii) staff comments
or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings and (iii) 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.

 Form 10-K for the Year Ended December 31, 2010

Legal Proceedings, page 16

 Comment
No. 1

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

 Response to Comment No. 1

 Beginning with the Company’s Form 10-K for the year ended December 31, 2011 and for all future filings thereafter, as applicable, we will disclose the relief sought in these lawsuits. Our
proposed disclosure as revised by the underlined sections is as follows:

 On September 29, 2008, Bral Corporation, a
supplier of certain railcar parts to us, filed a complaint against us in the U.S. District Court for the Western District of Pennsylvania (the “Pennsylvania Lawsuit”). The complaint alleges that we breached an exclusive supply agreement
with Bral by purchasing parts from CMN Components, Inc. (“CMN”) and seeks damages in an unspecified amount, attorneys’ fees and other legal costs. On December 14, 2007, Bral sued CMN in the U.S. District Court for the
Northern District of Illinois, alleging among other things that CMN interfered in the business relationship between Bral and us (the “Illinois Lawsuit”) and seeking damages in an unspecified amount, attorneys’ fees and other legal
costs. On October 22, 2008, we entered into an Assignment of Claims Agreement with CMN under which CMN assigned to us its counterclaims against Bral in the Illinois Lawsuit and we agreed to defend and indemnify CMN against Bral’s
claims in that lawsuit. The parties have been conducting coordinated discovery in both matters. While the ultimate outcomes of the Pennsylvania Lawsuit and the Illinois Lawsuit cannot be determined at this time, it is the opinion of management that
the resolution of these lawsuits will not have a material effect on our financial condition, results of operations or cash flows.

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

 Long-lived Assets, page 42

 Comment No. 2

We note your disclosure that due to the closure of the manufacturing facility in Roanoke, Virginia in July 2009, you tested the long-lived assets at the
Roanoke and Danville facilities for recoverability as of December 31, 2009. In light of the fact that the Roanoke

 facility remained
closed throughout 2010, please tell us if you performed a subsequent

 2

impairment analysis of the long-lived assets during 2010 or 2011 and if so, please tell us the results of the analysis. If you did not perform an impairment analysis 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 response, please tell us if the Roanoke facility has restarted manufacturing operations and if so, the date that operations
restarted.

 Response to Comment No. 2

 Our initial impairment analysis of long-lived assets performed as of December 31, 2009 assumed that our Roanoke facility would remain idle through December 31, 2010. The results of the analysis
indicated that there was no impairment of the long-lived assets for our Roanoke or Danville facilities. During 2010, industry demand began to improve and our total backlog of firm orders for railcars increased from 265 railcars as of
December 31, 2009 to 2,054 railcars as of December 31, 2010. During the fourth quarter of 2010, our Roanoke facility began preparing to resume production by ordering material and hiring employees. In January 2011, our Roanoke facility
resumed production as we had assumed in our 2009 impairment analysis. We did not perform an impairment analysis of long-lived assets during 2010 or 2011 because we did not identify any of the impairment indicators set forth in ASC 360-10-35-21
Property, Plant & Equipment, that we believe would have required long-lived assets at our Roanoke or Danville facilities to be tested for recoverability during 2010 or 2011.

 Note 4. Fair Value Measurements, page 45

 Comment No. 3

We note from your disclosure in Note 6 that during 2009 you recorded an impairment write-down of $800 related to railcars on operating leases. Please
revise future filings to include the disclosures required by ASC 820-10-50-5 for this non-recurring fair value

 measurement.

Response to Comment No. 3

 Pursuant to the
Company’s conversations by telephone with Dave Humphries and Claire Erlanger of the staff on July 21 and 22, 2011, the Company agreed to present assets previously reported as “Leased railcars available for sale” as
“Inventory on lease” in its consolidated financial statements beginning with the Form 10-Q for the period ended June 30, 2011. Since these assets are now reported as inventory, ASC 820 Fair Value Measurement is not applicable.
The $800 write-down disclosed in Note 6 is considered a write-down to the lower of cost or market under ASC 330 Inventory, rather than an impairment write-down to fair market value under ASC 360 Property, Plant and Equipment, based on
the above-noted conversations with the SEC staff. In future filings, the Company will include disclosures required by ASC 820-20-10-50-5 for any non-recurring fair value measurements.

 3

 Note 14. Stock-Based Compensation, page 58

 Comment No. 4

 We note your disclosure that expected life in years for all stock option
awards was determined using the simplified method. Please explain to us and disclose in future filings the reason why the simplified method was used. See Staff Accounting Bulletin No. 110.

Response to Comment No. 4

 The Company
completed its initial public offering in April 2005 and granted stock options on a limited basis to certain executives during 2005. The Company’s 2005 stock option awards included 329,808 stock options granted in April 2005 to three named
executive officers and 10,000 stock options granted in December 2005 to one additional named executive officer. The expected life of the Company’s 2005 stock option awards was determined using the simplified method because the Company had no
historical data upon which to estimate the expected term.

 Beginning in January 2008 and continuing through 2011, the Company has issued stock
options to a broader base of its employees. Although some of the stock options awarded since January 2008 have vested, no stock options from these awards have yet been exercised. The Company believes that the historical exercise data from the awards
issued in 2005 will not be comparable to data that would be available upon exercise of the subsequently issued options since the subsequent awards have been made to a larger set of employees, some of whose positions with the Company are below the
named executive officer level. Due to the lack of exercise history for the options awarded from 2008 to 2011, which vest ratably over a three year period (except for 200,000 stock options awarded in January 2010, which vest ratably over a two year
period), the Company believes it is appropriate to use the simplified method for “plain vanilla” options granted after December 31, 2007 as described in Staff Accounting Bulletin No. 110. Additionally, because the Company has not
awarded a significant number of stock options, adjusting the option life determined under the simplified method by two years for stock options granted after December 31, 2007 would not cause a material change in the level of stock compensation
for any period presented. We will continue to monitor our exercise history and the applicability of the use of the simplified method in determining the expected life for stock options granted in the future.

The Company will add the following disclosure in its Form 10-K for the year ended December 31, 2011 and for all future filings thereafter, as
applicable:

 The Company believes that it is appropriate to use the simplified method in determining the expected life for
options granted after 2007 because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for stock options awarded after 2007 and due to the limited number of stock
option grants to date.

 4

 Form 10-Q for the Quarter Ended September 30, 2011

Statements of Operations, page 4

 Comment
No. 5

 We note from your disclosure in Note 4 that during 2011 you re-aligned your management reporting and performance structure, which
resulted in separating the business into two operating segments for reporting purposes, Manufacturing and Services. We also note that although revenues from the Services segment represented only 8.7% of consolidated revenue for the 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 Rules 5-03.1 and 2 of Regulation S-X. Please revise future filings
accordingly.

 Response to Comment No. 5

 We note the staff’s comment and advise the staff that revenues from the Company’s Services segment as described in Note 4 include revenues from repair, maintenance, inspection and fleet
management services as well as revenues from sales of replacement parts. The Company’s parts sales are considered sales of tangible products under Rule 5-03.1 of Regulation S-X. If revenues from parts sales are excluded from Services segment
revenues, the Company’s revenues from services represented 6.1% of consolidated revenues for the nine months ended September 30, 2011 and 7.5% of consolidated revenues for the six months ended June 30, 2011. If revenues from services
(independent of revenues from parts sales) exceed 10% of consolidated revenues in future periods, then the Company will separately present the amount of such revenues and the related cost of services on the face of the statements of income as
required by Rules 5-03.1 and 2 of Regulation S-X.

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

 Comment No. 6

 Please revise the results of operations section 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 cost of sales (rather than gross profit) separately for each segment. Because gross profit is impacted by both revenue and cost of sales, we believe a separate discussion of cost of sales results is
appropriate.

 5

 Response to Comment No. 6

 The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a discussion and analysis of revenues on both a consolidated basis and segment basis.
The discussion and analysis includes details relating to sales volumes in the periods reported compared to the same periods of the previous year. Given the close relationship between the Company’s revenues and cost of sales to changes in sales
volumes, material costs and product mix, we believe that a separate discussion and analysis of cost of sales would not materially add to an investor’s understanding of the Company’s results of operations. In order to enhance the
reader’s understanding, we will revise the discussion and analysis of gross profit in our Form 10-K for the year ended December 31, 2011 and for all subsequent filings, as applicable, to include an analysis of gross profit on both a
consolidated basis and segment basis. The Company’s analysis of gross profit will identify the significant drivers of gross profit, including material impacts on revenue and cost of sales related to changes in sales volume, material costs and
product mix as may be appropriate in the circumstances for that period.

 Definitive Proxy Statement

Compensation Discussion and Analysis, page 13

 Comment No. 7

 We note your statements on page 17 that you “target base salaries at a
level that is slightly below the market median for each specific executive position” and that “Mr. Baun received a base salary increase effective January 1, 2010 to ensure that his base salary was aligned with the compensation
philosophy as it pertains to executive base salaries.” Since you appear to benchmark this 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
compensation committee considers such companies comparable to you. Refer to Item 402(b)(2)(xiv) of Regulation S-K.

 Response to Comment
No. 7

 Given that we benchmark the base salary component of total compensation to data from a large number of companies and the group of
comparison companies varies among our named executive officers, we believe that identifying the individual benchmark component companies would not materially add to an investor’s understanding of our compensation policies and decisions and
would be impractical. The data that is provided to our compensation committee does not include the identities of the component companies. In order to provide further information relating to the base salary component, in future filings we will
clarify our approach to benchmarking as set forth below. In addition, we confirm that in our future filings we will disclose the degree to which the compensation committee considers the benchmarked companies comparable to our company. We intend to
revise our future disclosure as follows:

•

 Under the heading Elements of Executive Compensation and the sub-heading Base Salary, the first sentence under the bullet point “How
the amount of base salary is determined” would be replaced by the following: “In general, the Company’s executive compensation philosophy is to target base salaries at a level that is slightly below the median of a comparison group
for each specific executive officer position. For details about the Company’s process for establishing the comparison group median for executive positions, see the description under ‘Determination of Compensation’ on page X of this
proxy statement.”

 6

•

 Under the heading Determination of Compensation, we would consoli

CORRESP
1
filename1.htm

CORRESP

 November 22, 2011

 Linda Cvrkel

 Branch Chief

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street N.E.

 Washington, D.C. 20549

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 Statement Filed on Schedule 14A

 Filed April 6, 2011

 File No. 000-51237

 Dear Ms. Cvrkel:

FreightCar America, Inc. (the “Company”) has received the comments of the staff of the Commission by letter dated
November 21, 2011 with respect to the Company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Definitive Proxy Statement on Schedule 14A referred to above.

Following the telephone conversation today between Claire Erlanger of the Commission and Joseph E. McNeely of the Company, the Company is
confirming that it has an extension until December 20, 2011 to submit its response to the comments.

 Thank you for your
assistance. If you have any additional questions or comments, you may reach me at (312) 928-0874.

 Very truly yours,

/s/ Joseph E. McNeely

 Joseph E. McNeely

 Vice President, Finance and Chief Financial Officer

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

Mail Stop 3561
        June 9, 2009  Via Fax & U.S. Mail

 Mr. Christopher L. Nagel Chief Financial Officer Two North Riverside Plaza, Suite 1250 Chicago, Illinois 60606

Re: FreightCar America, Inc.
 Form 10-K for the year ended December 31, 2008
Filed March 13, 2009
 File No. 000-51237

Dear Mr. Nagel:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief

VIA FACSIMILE
(312) 928-0890

CORRESP
1
filename1.htm

CORRESPONDENCE

June 3, 2009

Via EDGAR and UPS overnight

Linda Cvrkel

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, DC 20549

    Re:

    FreightCar America, Inc.

Form 10-K for the year ended December 31, 2008

Filed March 13, 2009

Form 10Q for the quarter ended March 31, 2009

Filed May 11, 2009

File No. 000-51237

Dear Ms. Cvrkel:

On behalf of FreightCar America, Inc. (the “Company”), I am submitting this response to the
comments of the staff on the above-referenced filings as set forth in your letter dated May 21,
2009.

In addition to the Company’s responses set forth herein, the Company understands that it will need
to consider the staff’s comments in its future reports on 10-K and 10-Q. For your convenience, the
staff’s consecutively numbered comments are set forth below, followed by the Company’s responses.
Amounts discussed below are in thousands except for stock option amounts which are shown as whole
numbers.

Pursuant to your request, the Company hereby acknowledges that (i) it is responsible for the
adequacy and accuracy of the disclosure in the filings, (ii) staff comments or changes to
disclosure in response to staff comments do not foreclose the Securities and Exchange Commission
(the “Commission”) from taking any action with respect to the filings, and (iii) 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.

Form 10-K for the year ended December 31, 2008

Consolidated Statements of Income, page 42

Comment No. 1

We note from your disclosure in Note 1 that the description of your business includes manufacture,
rebuild, repair, sell and lease freight cars. In future filings, to the extent any of the revenues
from services (i.e. rebuilding and repair) or from leasing freight cars exceeds 10% of total
revenues, 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 of Regulation S-X. Also, your revenue
recognition policy as disclosed in Note 2 should be expanded to disclose how you account for
service related revenue.

Response to Comment No. 1

Note 17 Operating Segment and Concentration of Sales, provides additional detail regarding the
Company’s revenues including the following categories: New railcar sales, Used railcar sales,
Leasing revenues and Other sales. Other sales include revenues from repairs and parts sales.
At the present time revenues from services (i.e. rebuilding and repair) or from leasing freight
cars do not exceed 10% of total revenues for any period presented. If revenues from services or
leasing exceed 10% of total revenues in future periods the Company will separately present the
amount of such revenues, and related cost of services on the face of the statements of income as
required by Rule 5-03.1 of Regulation S-X. In future 10-K filings the Company will expand its
revenue recognition policy as disclosed in Note 2 to indicate that it recognizes service related
revenue from rebuilding and repairs when all significant rebuilding or repair services have been
completed and accepted by the customer.

Note 5 Leased railcars, page 50

Comment No. 2

We note your disclosure that you began offering railcar leasing to your customers and you are
packaging the transactions and offering them for sale to leasing companies and financial
institutions. Please tell us and revise your disclosure in future filings to explain in greater
detail the nature, terms and significant provisions for such leasing transactions and how such
transactions have or will be accounted for within you financial statements. As part of your
response and revised disclosures, please describe the criteria/factors that the management
evaluates in determining whether it is probable that a leased railcar will be sold within one year,
including when and how often such evaluations are made (e.g. at the outset, monthly, quarterly,
etc.). Provide us with any accounting guidance you relied upon in determining the appropriate
accounting treatment. Also, in future filings, please disclose the useful life of the leased
railcars that are depreciated.

Response to Comment No. 2

We will include the following revised disclosure in our future 10-K and 10-Q filings:

In response to competitive market conditions, the Company began offering railcar leasing to its
customers on a selective and limited basis during 2008. The Company offers railcar leases to its

customers generally at market rates with terms and conditions that have been negotiated with the
customers. Railcar leases generally have terms of from three to seven years. It is the Company’s
strategy to generally offer these leased assets for sale to leasing companies and financial
institutions as market opportunities arise, rather than holding them to maturity.

Initially as of the date of manufacture and on a quarterly basis thereafter the Company evaluates
leased railcars under the provisions of Statement of Financial Accounting Standards (SFAS) No. 144
to determine if the leased railcars qualify as “assets held for sale”. If all of the held for sale
criteria of SFAS No. 144 are met, including the determination by management that the sale of the
railcars is probable, and transfer of the railcars is expected to qualify for recognition as a
completed sale within one year, then the leased railcars are treated as assets held for sale and
classified as current assets on the balance sheet (leased assets held for sale). In determining
whether it is probable that the leased railcars will be sold within one year, management considers
general market conditions for similar railcars and considers whether those market conditions are
indicative of a potential sales price that will be acceptable to the Company to sell the cars
within one year. Leased railcars held for sale are carried at the lower of carrying value or fair
value less cost to sell and are not depreciated.

Leased railcars that do not meet all of the held for sale criteria are included in railcars on
operating leases on the balance sheet and are depreciated over 40 years. Depreciation on railcars
on operating leases was $369 for the year ended December 31, 2008.

The Company recognizes operating lease revenue on leased railcars on a straight-line basis over the
life of the lease. The Company recognizes revenue from the sale of railcars under operating leases
on a gross basis in manufacturing sales and cost of sales if the railcars are sold within 12 months
as the manufacture of the railcars and the sale is within the 12 month period specified by SFAS No.
144 and represents the completion of the sales process. The Company recognizes revenue from the
sale of railcars under operating leases on a net basis in leasing revenue as a gain (loss) on sale
(i.e. net) of leased railcars if the railcars are held in excess of 12 months as the sale
represents the disposal of a long-term asset.

Leased railcars at December 31, 2008 included leased railcars classified as held for sale of
$11,703 and railcars on operating leases classified as long-term assets of $34,971. Due to a
decline in asset values in the current market, an impairment write-down of $597 related to these
railcars on operating leases was recorded during the year ended December 31, 2008. Leased railcars
at December 31, 2008 are subject to lease agreements with external customers with terms of up to
three years (leases with terms greater than three years have been executed during 2009). The
Company had no leased railcars at December 31, 2007.

Future minimum rental revenues on leases at December 31, 2008 are as follows:

    Year ending December 31, 2009

    $
    3,610

    Year ending December 31, 2010

    3,299

    Year ending December 31, 2011

    2,303

    $
    9,212

Note 13 Stock Based Compensation, page 60

Comment No. 3

We note your disclosure that in valuing the stock options granted in 2008, the expected life
assumption was determined using the simplified method. Please explain to us, and disclose in
future filings, why you believe it is appropriate to use the simplified method in determining the
expected life assumption.

Response to Comment No. 3

The Company will revise future 10-K filings to disclose that the Company believes that it is
appropriate to use the simplified method in determining the expected life assumption for options
granted in 2008 because the Company did not have sufficient historical exercise data to provide a
reasonable basis upon which to estimate the expected term due to the limited period of time its
shares have publicly traded and the limited number of stock option grants to date.

The Company issued its first public offering in April 2005 and granted stock options on a limited
basis to certain executives prior to January 2008. Up until January 13, 2008 the Company’s stock
option awards included 329,808 stock options granted in April 2005 to three named executive
officers and 10,000 stock options granted in December 2005 to one additional named executive
officer. In January 2008 the Company issued stock options to a broader base of its employees. The
historical exercise data from the awards issued in 2005 may not be comparable to the January 2008
awards since the 2008 awards have been more widely granted to employees whose positions with the
Company are below the named executive officer level. The Company believes that its option awards
in 2008, which vest ratably over a three year period, qualify for use of the simplified method for
“plain vanilla” options granted after December 31, 2007 as described in Staff Accounting Bulletin
110.

Form 10-Q for the quarter ended March 31, 2009

Note 4 Plant Closure

Comment No. 4

We note that in the three months ended March 31, 2009 you recognized $176 income for employee
termination benefits and $203 income for insurance recoveries and other related costs. Please
provide us details of the nature of these amounts and tell us why you believe it is appropriate to
record these amounts as operating income.

Response to Comment No. 4

As described in Note 3 to our Form 10-K for the year ended December 31, 2008 the Company incurred
plant closure charges of $20,037 and $30,836 for the years ended December 31, 2008 and 2007,
respectively, which included costs and accruals for employee termination benefits and legal
expenses. During the three months ended March 31, 2009, over accruals of $176 for employee
termination benefits related to plant closure were reversed. During the three months ended March
31, 2009, an insurance recovery of $203 was received related to legal costs incurred related to the
plant closure. As required by paragraph 19 of SFAS No. 146, “Accounting for Costs Associated with
Exit or Disposal Activities,” income from plant closure for the three months ended March 31, 2009
has been reported on the Company’s income statement on the same line that plant closure expenses
were reported during the years ended December 31, 2008 and 2007.

If you have any questions, please contact me at (312) 928-0874.

    Sincerely,

    /s/ CHRISTOPHER L. NAGEL

    Christopher L. Nagel

    Vice President, Finance and

Chief Financial Officer

FreightCar America, Inc.

Two North Riverside Plaza,

Suite 1250

Chicago, IL 60606 USA

312.928.0874

FAX 312.328.0890

www.freightcaramerica.com

Mail Stop 3561
        May 21, 2009  Via Fax & U.S. Mail

 Mr. Christopher L. Nagel Chief Financial Officer Two North Riverside Plaza, Suite 1250 Chicago, Illinois 60606

Re: FreightCar America, Inc.
 Form 10-K for the year ended December 31, 2008
Filed March 13, 2009
 File No. 000-51237

Dear Mr. Nagel:

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.
  Form 10-K for the year ended December 31, 2008

Consolidated Statements of Income, page 42

1. We note from your disclosure in Note 1 that the description of your business

Mr. Christopher L. Nagel
FreightCar America, Inc.
May 21, 2009 Page 2

includes manufacture, rebuild, repair, sell and lease freight cars.  In future filings,
to the extent any of the revenues from serv ices (i.e. rebuilding and repair) or from
leasing freight cars exceeds 10% of total revenues, 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 of Regulation S-X.  Also, your revenue
recognition policy as disclosed in Note 2 should be expanded to disclose how you
account for service related revenue.

Note 5. Leased Railcars, page 50

2. We note your disclosure that you began o ffering railcar leasi ng to your customers
and you are packaging the transactions a nd offering them for sale to leasing
companies and financial institutions.  Please tell us and revise your disclosure in
future filings to explain in greater detail the nature, terms and significant provisions of such leasing transactions and how such transactions have or will be accounted for within your financial statements.  As part of your response and revised disclosures, please describe th e criteria/factors that the management
evaluates in determining whether it is probable that a leased railcar will be sold within one year, including when and how often such evaluations are made (e.g. at
the outset, monthly, quarterl y, etc).  Provide us with any accounting guidance you
relied upon in determining the appropriate accounting treatment.  Also, in future
filings, please disclose the us eful life of the leased rail cars that are depreciated.
  Note 13. Stock Based Compensation, page 60

3. We note your disclosure that in valui ng the stock options granted in 2008, the
expected life assumption was determined using the simplified method.  Please explain to us, and disclose in future f ilings, why you believe it is appropriate to
use the simplified method in determin ing the expected life assumption.

Form 10-Q for the quarter ended March 31, 2009

Note 4. Plant Closure

4. We note that in the three months ended March 31, 2009 you recognized $176,000
income for employee termination bene fits and $203,000 income for insurance
recoveries and other related costs.  Please provide us details of the nature of these
amounts and tell us why you believe it is appropriate to record these amounts as
operating income.

Mr. Christopher L. Nagel
FreightCar America, Inc. May 21, 2009 Page 3

********

  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;
‚ 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 Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief

VIA FACSIMILE
(312) 928-0890

Mail Stop 3561
        May 14, 2007

Via Fax & U.S. Mail

Mr. John E. Carroll, Jr.
Chief Executive Officer
FreightCar America, Inc.
Two North Riverside Plaza
Suite 1250
Chicago, Illinois 60606

Re: FreightCar America, Inc.
 Form 10-K for the year ended December 31, 2006
Filed March 13, 2006
File No. 0-51237

Dear Mr. Carroll:

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. John E. Carroll, Jr.
FreightCar America, Inc.
May 14, 2007 Page 2

Consolidated Statements of Cash Flows, page 44

1. Please tell us and explain in the note s to your financial statements why you
believe it is appropriate to reflect  the $34,963 of payments for additional
acquisition consideration as cash flows from  financing activities rather than as
cash flows from investing activities in your consolidated statements of cash flows.
As these payments resulted from agreements entered into as part of the acquisition
of the Company’s business in 1999 as disclosed in Note 10, we do not understand why they would be classified as cash flows from financing activities. Please
advise or revise as appropriate.

Exhibit 23

2. Revise future filings to include a cons ent of the independent registered public
accounting firm which indicates the name of the firm issuing the consent.

Other
3. 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 all information
required under the Securitie s Exchange Act of 1934 and that they have provided
all information investors require for an informed investment decision.  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 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;

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

Mr. John E. Carroll, Jr.
FreightCar America, Inc.
May 14, 2007 Page 3

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 Effie Simpson at (202) 551-3346, or in her absence, the
undersigned, at (202) 551-3813 if you have questions regarding comments on the
financial statements and related matters.

Sincerely,

Linda Cvrkel
Branch Chief

VIA FACSIMILE:  Mr. Kevin P.  Bagby, Chief Financial Officer
         (814) 533-5010

Mail Stop 3561
        June 15, 2007

Via Fax & U.S. Mail

Mr. John E. Carroll, Jr.
Chief Executive Officer
FreightCar America, Inc.
Two North Riverside Plaza
Suite 1250
Chicago, Illinois 60606

Re: FreightCar America, Inc.
 Form 10-K for the year ended December 31, 2006
Filed March 13, 2006
File No. 0-51237

Dear Mr. Carroll:

We have completed our review of your Form 10-K noted above and do  not, at this time,
have any further comments.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
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Correspondence Letter

 May 25, 2007

 BY EDGAR

 Ms. Linda Cvrkel

 Branch Chief

 Division of Corporation Finance

 Securities and Exchange
Commission

 Washington, D.C. 20549

Re:

FreightCar America, Inc.

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

Filed March 13, 2006

File No. 0-51237

 Dear Ms. Cvrkel:

 In response to the Staff’s comment letter dated May 14, 2007 (the “Comment Letter”) with respect to FreightCar America, Inc.’s (the “Company”) Form 10-K for the year ended
December 31, 2006. We have set forth below in italics each numbered comment in the Comment Letter, followed by the Company’s response thereto.

 Consolidated Statements of Cash Flows, page 44

1.
Please tell us and explain in the notes to your financial statements why you believe it is appropriate to reflect the $34,963 of payments for additional acquisition consideration
as cash flows from financing activities rather than as cash flows from investing activities in your consolidated statements of cash flows. As these payments resulted from agreements entered into as part of the acquisition of the Company’s
business in 1999 as disclosed in Note 10, we do not understand why they would be classified as cash flows from financing activities. Please advise or revise as appropriate.

 Under the share purchase agreement (the “Purchase Agreement”) relating to the acquisition of
the Company’s business in 1999 from Transportation Technologies Industries, Inc. (“TTII”), the Company was required to pay $20,000,000 of additional acquisition consideration plus accreted value (also referred to as the “Rights
to Additional Acquisition Consideration”) to TTII upon the occurrence of certain events. These events included an initial public offering satisfying certain conditions, the sale of a majority of the Company’s assets, the repayment of the
borrowings under a prior term loan and the Company’s Senior Notes, subject to certain conditions, and the liquidation or dissolution of the Company. Following the completion of the Company’s initial public offering on April 11, 2005,
all amounts due under the Rights to Additional Acquisition Consideration were paid and reflected as cash flows used in financing activities in the Company’s consolidated statements of cash flows.

 Although the Rights to Additional Acquisition Consideration are identified in the Purchase Agreement as “Contingent Additional Consideration,”,
they had three characteristics that the Company believes require them not to be characterized as contingent consideration as defined by APB No. 16, “Business Combinations” (which was the applicable accounting literature in 1999).
These characteristics were:

 a) The Rights to Additional Acquisition Consideration were perpetual in nature (the right exists and continues
to accrue interest until it is paid or the entity liquidates).

 b) The Rights to Additional Acquisition Consideration were not tied to the
resolution of the value of the acquired business.

 c) The Rights to Additional Acquisition Consideration created a creditor’s claim in
bankruptcy or liquidation of the Company.

 Because of these terms, the Company believes that the Rights to Additional Acquisition
Consideration were not contingent consideration that would have adjusted the purchase price of the acquired business upon the resolution of the contingency. As a result, the Company treated the Rights to Additional Acquisition Consideration as part
of the consideration recorded at the date of the purchase transaction. As discussed in APB No. 16, a security issued at the date of the purchase is required to be included in the consideration recorded at the date of acquisition. Specifically,
paragraph 78 of APB No. 16 states (in part):

 “The Board concluded that cash and other assets distributed and securities issued
unconditionally and amounts of contingent consideration which are determinable at the date of acquisition should be included in determining the cost of an acquired company and recorded at that date.”

 The Company believes that the characteristics of the Rights to Additional Acquisition Consideration are those of a liability since they constitute a claim
similar to that of a creditor. They require delivery of cash to settle the security, have characteristics of normal creditor rights and have similar rights as other unsecured creditors in bankruptcy or liquidation (i.e. senior to the rights of the
residual stockholders of the Company.) There is no contingency to be settled; rather, the timing of the payment is dependent only upon future events.

 2

 As a result, the Company recorded the Rights to Additional Acquisition Consideration as a liability at
their fair value as of the date of issuance. The fair value recorded was less than the $20,000,000 face amount of the Rights to Additional Acquisition Consideration. This discount (amortized over the period from the date of the Purchase Agreement to
the date on which the Company believed the Rights to Additional Acquisition Consideration were most likely to be paid) and the annual accretion of 10% on the face amount of the $20,000,000 liability (as required under the terms of the Purchase
Agreement) were recognized as interest expense by the Company from the date of issuance until the repayment of the liability.

 As a result
of the Company’s treatment of the Rights to Additional Acquisition Consideration as a security issued in connection with the acquisition of the business rather than contingent consideration, the Company believes that the repayment of such
borrowed amounts is properly reflected within financing activities in the consolidated statements of cash flows. In future filings, the Company will disclose the reasons for reflecting the repayment of the Rights to Additional Acquisition
Consideration as a financing activity in the consolidated statements of cash flows with language substantially similar to the following:

 “The payment of amounts due under the Rights to Additional Acquisition Consideration is reflected as cash used in financing activities in the consolidated statements of cash flows as the terms of the agreement
required treatment of the amount as an unconditional security issued in the acquisition of the Company from TTII rather than as contingent consideration.”

 Exhibit 23

2.
Revise future filings to include a consent of the independent registered public accounting firm which indicates the name of the firm issuing the consent.

 The Company notes the Staff’s comment and confirms that it will revise future filings to comply with the comment.

 Other

3.
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 all information required under the
Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. 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.

 3

 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;

•

 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.

 The Company notes the Staff’s comment and acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; 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.

 We hope that this letter is fully responsive to your comments. If you have any questions, please call me at
(814) 533-5005 or David A. Sakowitz of Winston & Strawn LLP at (212) 294-2639.

 Very truly yours,

/s/ Kevin P. Bagby

Kevin P. Bagby

Vice President, Finance, Chief Financial Officer, Treasurer and Secretary

 cc:

David A. Sakowitz

 Winston & Strawn LLP

 4