DEPARTMENT OF THE TREASURY

 INTERNAL REVENUE SERVICE
 DISTRICT DIRECTOR
 31 HOPKINS PLAZA
 BALTIMORE, MD 212010000


L.B. FOSTER COMPANY
415 HOLIDAY DRIVE
PITTSBURGH. PA 15220-0000                Employer Identification Number:
                                           25-1324733
                                          File Folder Number:
                                            521004590
                                          Person to Contact:
                                            GLORIA E. CIERI
                                          Contact Telephone Number:
                                            (410) 962-2330
                                          Plan Name: L. B. FOSTER COMPANY
                                          VOLUNTARY INVESTMENT PLAN
                                          Plan Number: 201

 Dear Applicant:

        We have made a favorable  determination on your plan,  identified above,
 based on the  information  supplied.  Please keep this letter in your permanent
 records.

        Continued  qualification  of the plan under its present form will depend
 on its  effect in  operation.  (See  section  1.401-1(b)(3)  of the  Income Tax
 Regulations.) We will review the status of the plan in operation periodically.

        The  enclosed  document  explains  the  significance  of this  favorable
 determination  letter,  points out some  features that may affect the qualified
 status of your  employee  retirement  plan,  and  provides  information  on the
 reporting  requirements  for your plan.  It also  describes  some  events  that
 automatically nullify it. It is very important that you read the publication.

        This letter  relates  only to the status of your plan under the Internal
 Revenue Code. It is not a  determination  regarding the effect of other federal
 or local statutes.

        This   determination  is  subject  to  your  adoption  of  the  proposed
 amendments  submitted  in your  letter  dated  August 23,  1995.  The  proposed
 amendments  should  be  adopted  on  or  before  the  date  prescribed  by  the
 regulations under Code section 401(b).

        This determination letter is applicable for the amendment(s) adopted on
February 28. 1995.

        This plan has been mandatorily  disaggregated,  permissively aggregated,
 or restructured to satisfy the nondiscrimination requirements.

        This plan satisfies the minimum  coverage  requirements  on the basis of
 the average benefit test in section 410(b)(2) of the Code.

        This letter is issued under Rev. Proc. 93-39 and considers the 
amendments required by the Tax Reform Act of 1986 except as otherwise specified 
in this letter.

        This letter may not be relied upon with respect to whether the plan 
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103465.

        If you have questions concerning this matter,  please contact the person
 whose name and telephone number are shown above.

                                            Sincerely yours.

                                           /s/ Paul M. Harrington
                                           -----------------------
                                            District Director

 Enclosure(s)
 Publication 794