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)                     May 9, 2006
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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
                                                      --------------------------


                                      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


     On May 9, 2006, the Registrant's wholly owned subsidiary,  CXT Inc., signed
a lease  amendment  for  its  concrete  tie  and  crossings  plant  in  Spokane,
Washington with the landlord,  Park SPE, LLC. The Amendment  extends the term of
the Lease through July 31, 2008 and increases the base rent, effective August 1,
2006, to $18,541 per month.


     Registrant  will file the lease  amendment  as an exhibit to its  quarterly
report on Form 10-Q for the quarter ending June 30, 2006.






                                   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
                                           -------------------
                                           (Registrant)


Date:  May 11, 2006                        /s/ David J. Russo
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                                           David J. Russo
                                           Senior Vice President
                                           Chief Financial Officer and Treasurer