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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
L.B. Foster Co.
_________________________________________________________________
(Name of Issuer)
Common Shares
_________________________________________________________________
(Title of Class of Securities)
350060109
____________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
SCHEDULE 13G
CUSIP No. 350060109 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Quaker Capital Management Corporation
_____________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ___
(b) X
___
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
____________
NUMBER OF 5 SOLE VOTING POWER 129,500
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 578,400
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 129,500
REPORTING
PERSON 8 SHARED DISPOSITIVE POWER 578,400
WITH
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
707,900
_______
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ___
The Reporting Person disclaims beneficial ownership of
578,400 shares owned by its clients.
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.13%
_____
12 TYPE OF REPORTING PERSON*
IA
__
AMENDMENT NO. 2 TO SCHEDULE 13G
CUSIP NO. 350060109
This constitutes Amendment No. 2 to the Schedule 13G of
Quaker Capital Management Corporation filed with the Securities
and Exchange Commission on February 5, 1993 relating to the
Common Stock of L.B. Foster Co., as amended by Amendment No. 1
filed with the Commission on February 10, 1994 (the "Schedule
13G").
Item 4 of the Schedule 13G is hereby amended and restated to read
in its entirety as follows:
Item 4. Ownership
_________
(a) The Reporting Person, in its capacity as
investment adviser, may be deemed to be the
beneficial owner of 578,400 shares of the Common
Stock of the Issuer which are owned by various
investment advisory clients of the Reporting
Person in accounts over which the Reporting Person
has discretionary authority. The filing of this
report shall not be construed as an admission that
the Reporting Person is, for purposes of Section
13(d) or 13(g) of the Act, the beneficial owner of
these securities. Additionally, the Reporting
Person and/or its principals own 129,500 shares of
the Common Stock of the Issuer.
(b) The shares covered by this report represent 7.13%
of the Common Stock of the Issuer.
(c) None of the clients of the Reporting Person is
known to own more than 5% of the Common Stock of
the Issuer. The Reporting Person shares voting
and dispositive power over the 578,400 shares
owned by its clients and held in accounts over
which it has discretionary authority. The
Reporting Person and/or its principals have sole
voting and dispositive power over the 129,500
shares owned by the Reporting Person and/or its
principals.
Item 6 of the Schedule 13G is hereby amended and restated to read
in its entirety as follows:
Item 6. Ownership of More than Five Percent on
Behalf of Another Person
______________________________________
578,400 of the shares with respect to which this report
is filed are owned by a variety of investment advisory
clients of the Reporting Person, which clients are
entitled to receive dividends on and the proceeds from
the sale of such shares. No client is known to own
more than 5% of the class.
Page 3 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
QUAKER CAPITAL MANAGEMENT CORPORATION
February 10, 1995 By: /s/ Mark G. Schoeppner
-----------------------------------
Mark G. Schoeppner
President
Page 4 of 4 Pages