Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Matthews Nicholas J.
2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2008
3. Issuer Name and Ticker or Trading Symbol
FreightCar America, Inc. [RAIL]
(Last)
(First)
(Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 1250
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Operations
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHICAGO, IL 60606
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 13,370 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 01/13/2018 Common Stock 11,860 $ 30.47 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Matthews Nicholas J.
TWO NORTH RIVERSIDE PLAZA, SUITE 1250
CHICAGO, IL 60606
      SVP, Operations  

Signatures

Laurence M. Trusdell, as attorney-in-fact 05/27/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Exempt issuance of restricted shares under Rule 16b-3 pursuant to the Issuer's 2005 Long Term Incentive Plan. 11,500 of these shares, granted on January 10, 2008, vest in five annual installments of 2,300 shares each on the anniversary of the grant date. 1,870 of these shares were granted on January 13, 2008 and will vest in three equal annual installments beginning on January 13, 2009. The restricted shares are subject to certain restrictions (including possible forfeiture).
(2) These options vest in three equal annual installments beginning on January 13, 2009.

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