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): December 10, 2009
                                                         -----------------

                           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 December 11, 2009, 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 December 31, 2009 to shareholders of record on
December 21, 2009. 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
                         December 11, 2009





                                   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: December 14, 2009                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 December 11,
               2009