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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP |
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| OMB Number: 3235-0287 | |||
| Expires: January 31, 2005 | |||
| [ ] | Check
box if no longer subject to Section 16. Form 4 or Form 5 obligations may
continue. See instructions 1(b). |
Estimated
average burden hours per response. . . 0.5 |
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| 1.
Name and Address of Reporting Person* Walsh, David J.A. |
2.
Issuer Name and Ticker or Trading Symbol L.B. Foster Company (FSTR) |
6. Relationship of Reporting Person(s) to Issuer ___ Director ___ 10% Owner _X_ Officer (give title below) ___ Other (specify below) |
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L.B. Foster Company 1016 Greentree Road |
3.
I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ###-##-#### |
4.
Statement for Month/Day/Year 03/31/2003 |
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Pittsburgh, PA 15220 |
5.
If Amendment, Date of Original (Month/Day/Year) |
7.
Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person |
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| (City) (State) (Zip) | Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||
| 1. Title of Security (Instr. 3) |
2. Transaction Date (Month/Day/Year) |
2A. Deemed Execution Date, if any (Month/Day/Year) |
3. Transaction Code (Instr. 8) |
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transactions (Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | Amount | (A) or (D) |
Price | ||||||
| Common Stock | 03/31/2003 | I | 5,195* | A | 3.85 | 5,326* | I | 401(k) Trust | ||
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Reminder: Report on a separate line for each class of securities beneficially owned directly
or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v). |
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Potential persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB control
number. |
(Over) SEC 1474 (9-02) |
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FORM 4 (continued) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
| 1. Title of Derivative Security (Instr.3) |
2. Conversion or Exercise Price of Derivative Security |
3. Transaction Date (Month/ Day/Year) |
3A. Deemed Execution Date, if any (Month/ Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.3,4 and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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| Option to Buy | $5.50 | 05/15/2002 | 25,000 | 05/15/2002 a | 05/14/2012 | Common | 25,000 | 25,000 | D | ||||||
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Explanation of Responses: *Estimated share equivalents held in 401(k) trust a. 25% becomes vested on 5/15/03 and an additional 25% becomes vested on each of the next three anniversaries. |
| ** | Intentional
misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
/s/ David J.A. Walsh
**Signature of Reporting Person |
04/01/2003
Date |
| Note: | File three
copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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Potential persons who are to respond
to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
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