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): September 11, 2008
                                                        ------------------

                           Portec Rail Products, Inc.
                           -------------------------
             (Exact Name of Registrant as Specified in its Charter)

        West Virginia                     0-50543               55-0755271
- -----------------------------        ------------------       ---------------
(State or Other Jurisdiction)        (Commission File No.)   (I.R.S. Employer
      of Incorporation)                                     Identification No.)

900 Old Freeport Road, Pittsburgh, Pennsylvania.                     15238
- ------------------------------------------------                     -----
(Address of Principal Executive Offices)                           (Zip Code)

Registrant's telephone number, including area code:  (412) 782-6000
                                                     --------------

                                 Not Applicable
                                ---------------
          (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 8.01    Other Events
             ------------

     On September 12, 2008,  Portec Rail Products,  Inc.  issued a press release
announcing the declaration of a quarterly cash dividend of $0.06 per share.  The
cash dividend will be paid on September  30, 2008 to  shareholders  of record on
September  22,  2008.  A copy of the press  release  announcing  the dividend is
attached as Exhibit 99.1 to this report.

Item 9.01    Financial Statements and Exhibits
             ---------------------------------

(a)  Financial statements of businesses acquired. Not Applicable.

(b)  Pro forma financial information. Not Applicable.

(c)  Shell company transactions: Not Applicable.

(d)  Exhibits.

      The following Exhibit is attached as part of this report:

      99.1  Press release of Portec Rail Products, Inc. dated September 12, 2008






                                   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.

                                                     PORTEC RAIL PRODUCTS, INC.



DATE: September 12, 2008                   By:      /s/ John N. Pesarsick
                                                     ---------------------------
                                                     John N. Pesarsick
                                                     Chief Financial Officer







                                  EXHIBIT INDEX

Exhibit No.          Description
- ----------           -----------

  99.1               Press release of Portec Rail Products, Inc. dated
                     September 12, 2008