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                       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)  July 13, 1999  (June 30, 1999)

                               L.B. FOSTER COMPANY

             (Exact name of registrant as specified in its charter)


     PENNSYLVANIA                    0-1043                25-1324733
(State of other jurisdiction)  (Commission File No.)     (IRS Employer
  of incorporation)                                    Identification No.)

   415 HOLIDAY DRIVE, PITTSBURGH, PENNSYLVANIA                15220
     (Address of principal executive offices)              (Zip Code)

Registrant's telephone number,
including area code              412-928-3431



(Former name or former address, if changed since last report)

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         Pursuant to a Stock Purchase  Agreement dated June 3, 1999, L.B. Foster
Company (the "Registrant")  purchased all of the outstanding  capital stock (the
"Stock") of CXT Incorporated ("CXT"), a Delaware corporation,  on June 30, 1999.
The base  purchase  price for the Stock was  $17,875,000,  subject  to  downward
adjustment  by the amount  (the  "Adjustment  Amount'),  if any,  by which CXT's
consolidated  net worth  immediately  prior to Closing  fell below a  stipulated
amount. At Closing, the estimated Adjustment Amount was $486,000. The Adjustment
Amount is subject to verification by a post-closing audit.

         Registrant at Closing;  (a) paid an aggregate sum of $15,514,000 to the
selling stockholders; (b) deposited $1,000,000 into escrow to secure the selling
stockholders'  indemnification  obligations;  and (c) deposited  $875,000 into a
trust  account to be held  pending  the  determination  of the final  Adjustment
Amount.

         Registrant  obtained funds for this transaction under its existing loan
agreement  from its banking  group  comprised  of Mellon Bank,  N.A.,  PNC Bank,
National  Association and First Union National Bank,  N.A.,  after amending such
loan  agreement by, inter alia,  increasing  the amount  available for borrowing
from $45,000,000 to $70,000,000.

         CXT is engaged in the business of manufacturing and selling  engineered
concrete  products.  Among CXT's products are concrete  railroad ties,  concrete
grade  crossings and concrete  buildings.  CXT has  manufacturing  facilities in
Spokane,  Washington, Grand Island, Nebraska and Ogden, Utah. Registrant intends
that CXT continue to utilize these  facilities and the buildings,  equipment and
physical  property thereon for the same purposes as CXT previously had used such
facilities.

 ITEM 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)(b) No financial  statements or pro forma financial  information are
required in connection with the acquisition described in Item 2 above.



         (c)      Exhibits

                  (1)      Stock Purchase Agreement,  dated June 3, 1999, by and
                           among  the  Registrant  and the  shareholders  of CXT
                           Incorporated









                                   SIGNATURES


         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

                                      By: /s/Roger F. Nejes
                                      Title:   Senior Vice President and Chief
                                      Financial Officer


Date:    July 13, 1999