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SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Trimaran Fund II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [ RAIL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/11/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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
Series A Preferred Stock(1)	04/11/2005		D		70	D	$516.3	0	I	I(2)
Series A Preferred Stock	04/11/2005		D		102	D	$516.3	0	I	I(3)
Series A 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								20,185	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 (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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Trimaran Fund II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Capital, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Investments II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CIBC Employee Private Equity Fund (Trimaran) Partners (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CIBC Capital CORP (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Fund Management, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Advisors, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Caravelle Investment Fund, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Remarks Section

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

Remarks:

Exhibit List Exhibit 99 - Joint Filer Information Footnote 1 This report is filed jointly by Trimaran Investments II, L.L.C. ("Trimaran II"), 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 Mangement, L.L.C. and Caravelle Investment Fund, L.L.C. as members of a Section 13(d) "group." 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, Trimaran Advisors, L.L.C., Trimaran Fund Management, L.L.C. and Caravelle Investment Fund, L.L.C. Trimaran II is the managing member of Trimaran Fund II, L.L.,C., Trimaran Capital, L.L.C. and Trimaran Parallel Fund II, L.L.C., and has sole power to vote and dispose of shares held by CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC Capital Corporation. Trimaran Advisors, L.L.C. and Trimaran Fund Management, L.L.C. are affiliated entities. Trimaran II may be deemed a director by deputization as a result of Jay R. Bloom, a managing member of Trimaran, II, and Mark D. Dalton, who is employed by Trimaran II, serving on FreightCar's board of directors. This is an exit filing for members of the group (other than Trimaran II) as a result of their beneficial ownership dropping below 10%. Trimaran II, however, will continue to file Section 16 filings since it may be deemed a director by deputization. The Reporting Persons on this Form 4 disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

	/s/ John Papachristos, Name: John Papchristos, Title: Attorney-in-Fact TRIMARAN INVESTMENTS II, L.L.C.	04/13/2005
	** Signature of Reporting Person	Date
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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