Sec Form 4 Filing - HEYER ANDREW R @ FreightCar America, Inc. - 2005-04-11

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 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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1. Name and Address of Reporting Person HEYER ANDREW R 2. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [ RAIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 425 LEXINGTON AVE 3RD FL, CIBC WOOD GUNDY 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2005 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Series A Voting Preferred Stock ( 1 ) 04/11/2005 D 70 D $ 516.3 0 I I ( 2 ) Series A Voting Preferred Stock 04/11/2005 D 102 D $ 416.3 0 I I ( 3 ) Series A Voting Preferred Stock 04/11/2005 D 2,500 D $ 997.87 0 I I ( 4 ) Series B Non-Voting Preferred Stock 04/11/2005 D 677.349 D $ 997.87 0 I I ( 5 ) Series B Non-Voting Preferred Stock 04/11/2005 D 43.734 D $ 997.87 0 I I ( 6 ) Series B Non-Voting Preferred Stock 04/11/2005 D 285.183 D $ 997.87 0 I I ( 7 ) Series B Non-Voting Preferred Stock 04/11/2005 D 441.056 D $ 997.87 0 I I ( 8 ) Series B Non-Voting Preferred Stock 04/11/2005 D 481.178 D $ 997.87 0 I I ( 9 ) Series B Non-Voting Preferred Stock 04/11/2005 D 321.5 D $ 997.87 0 I I ( 4 ) Common Stock 138,222 I I ( 5 ) Common Stock 8,925 I I ( 6 ) Common Stock 58,196 I I ( 7 ) Common Stock 90,003 I I ( 8 ) Common Stock 98,190 I I ( 9 ) Common Stock 14,285 I I ( 2 ) Common Stock 20,815 I I ( 3 ) Common Stock 575,763 I I ( 4 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 HEYER ANDREW R 425 LEXINGTON AVE 3RD FL CIBC WOOD GUNDY NEW YORK, NY10017 X Signatures /s/ John Papachristos, Name: John Papachristos, Title: Attorney-in-Fact for ANDREW R. HEYER 04/13/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This report is filed by Andrew R. Heyer, a managing member of (i) Trimaran Investments II, L.L.C. ("Trimaran II"), themanaging member of Trimaran Fund II, L.L.C., Trimaran Capital, L.L.C. and Trimaran Parallel Fund II, L.P., and the partywith sole power to vote and dispose of shares held by CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC CapitalCorporation, (ii) Trimaran Advisors, L.L.C., the investment advisor to Caravelle Investment Fund, L.L.C. and (iii) Trimaran.Fund Management, L.L.C. The reported securities are or were directly owned by Trimaran Fund II, L.L.C., Trimaran Capital,L.L.C., Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund (Trimaran) Partners, CIBC Capital Corporation,Trimaran Advisors, L.L.C., Trimaran Fund Management, L.L.C. and Caravelle Investment Fund, L.L.C. The Reporting Person onthis Form 4 disclaims bene ficial ownership of the reported securities except to the extent of his pecuniary interesttherein. ( 2 )Shares directly held by Trimaran Fund Management, L.L.C. ( 3 )Shares directly held by Trimaran Advisors, L.L.C. ( 4 )Shares directly held by Caravelle Investment Fund, L.L.C. ( 5 )Shares directly held by Trimaran Fund II, L.L.C. ( 6 )Shares directly held by Trimaran Capital, L.L.C. ( 7 )Shares directly held by Trimaran Parallel Fund II, L.P. ( 8 )Shares directly held by CIBC Employee Private Equity Fund (Trimaran) Partners. ( 9 )Shares directly held by CIBC Capital Corporation.

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 Instruction 4(b)(v).

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