FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Bagby Kevin P   2. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [RAIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Finance, CFO, Treas & Sec (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 1250 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2005 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (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 Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/01/2005   J(1)(2)   37,400 A $ 0 37,400 D   Common Stock 04/05/2005   S   23,524 D $ 19 13,876 D

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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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bagby Kevin P TWO NORTH RIVERSIDE PLAZA, SUITE 1250 CHICAGO, IL 60606			VP, Finance, CFO, Treas & Sec

Signatures

/s/ Kevin P Bagby		04/07/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares of Common Stock were acquired on April 1, 2005 in the downstream merger of the issuer's former parent corporation (the "Parent") with and into the issuer, which was a wholly owned subsidiary of the Parent immediately prior the merger, with the issuer as the surviving corporation. In the merger, each share of the Parent's common stock was exchanged for 550 shares of Common Stock of the issuer, and each share of the Parent's Series A voting preferred stock and Series B non-voting preferred stock was exchanged for one share of the issuer's Series A voting preferred stock and Series B non-voting preferred stock, respectively. The proportionate interests of the Parent's stockholders, including the interests of the reporting person, did not change as a result of the merger. The merger was exempt under Rules 16b-7 and 16b-3(d) under the Securities Exchange Act of 1934, as amended.
(2)	Prior to the merger, the reporting person acquired shares of the Parent's common stock upon the exercise of options for units consisting of the Parent's common stock and preferred stock. The grant to, and the exercise by, the reporting person of such options were exempt under Rules 16b-3(d) and 16b-6(b), as applicable, under the Securities Exchange Act of 1934, as amended.

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