UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


 Date of Report (Date of earliest event reported)  November 7, 2005
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                              L. B. Foster Company
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             (Exact name of registrant as specified in its charter)

       Pennsylvania                000-10436                  25-1324733
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(State or other jurisdiction      (Commission              (I.R.S. Employer
     of incorporation)            File Number)             Identification No.)

 415 Holiday Drive, Pittsburgh, Pennsylvania                     15220
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  (Address of principal executive offices)                     (Zip Code)

 Registrant's telephone number, including area code     (412) 928-3417
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                                      None
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         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
   (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


Item 1.01         Entry Into a Material Definitive Agreement
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          On November 7, 2005, the  Registrant's  wholly owned  subsidiary,  CXT
     Incorporated  ("CXT") executed an amendment (the "Amendment"),  dated as of
     October  28,  2005,  to the  agreement  originally  dated  January 21, 2005
     between CXT and the Union Pacific Railroad ("UP"). The agreement deals with
     an arrangement  under which CXT manufactures and sells concrete ties to the
     UP. The ties  primarily are to be produced at  facilities  located in Grand
     Island, Nebraska and Tucson, Arizona.

          The  Amendment  extends the term of the agreement for the Grand Island
     facility from December 31, 2009 to December 31, 2010.

          The Amendment  provides that from January 1, 2005 through December 31,
     2005, CXT shall provide the UP with 300,000 concrete ties,  55,000 of which
     will be manufactured at CXT's Spokane, Washington facility.

          The   Amendment   provides   that  CXT  shall  install  a  fourth  tie
     manufacturing  line at its Grand Island  facility.  To partially defray the
     costs of the new line,  the UP shall pay CXT a surcharge  for ties produced
     at the Grand  Island,  Nebraska  facility  until CXT  receives a stipulated
     amount  from such  surcharges.  The prices  payable  by UP, if UP  annually
     purchases a stipulated amount of ties from the Grand Island facility,  have
     been reduced by $.50/tie.

          If during any calendar  year,  both (a) UP  purchases  300,000 or more
     ties produced at the Grand Island facility,  and (b) more than 375,000 ties
     are  produced  at the Grand  Island  facility  and sold to UP and any third
     parties,  CXT  shall pay to UP an amount  equal to $.50  multiplied  by the
     lesser of (i) the total ties  produced and sold to UP and any third parties
     during such year,  minus  375,000 ties or (ii) the total ties  produced and
     sold to third parties during such year.

          The Amendment  places  various  restrictions  on CXT's ability to sell
     ties to third parties.

          The UP has been  CXT's  primary  customer  for  concrete  ties and the
     Registrant's  largest  customer  for  insulated  rail  joints.  The UP also
     purchases rail products and piling from the Registrant and is, overall, the
     Registrant's single largest customer.

Item 9.01         Financial Statements and Exhibits
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  ^     10.21.1   Amendment dated October 28, 2005 between CXT Incorporated
                  and Union Pacific Railroad Company

  ^    Portions of this Exhibit have been omitted pursuant to a confidential
       treatment request.


                                   SIGNATURES
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              Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                          L.B. Foster Company
                                          -------------------
                                          (Registrant)


Date:  November 14, 2005
                                          /s/David J. Russo
                                          -------------------
                                          David J. Russo
                                          Senior Vice President,
                                          Chief Financial Officer and Treasurer







Exhibit Index
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    ^ 10.21.1     Amendment dated October 28, 2005 between CXT Incorporated and
                  Union Pacific Railroad Company

       ^          Portions of this Exhibit have been omitted pursuant to a
                  confidential treatment request.