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).

1. Name and Address of Reporting Person* LA DUC JOHN T (Last) (First) (Middle) FOSTER WHEELER LTD. MAILING: PERRYVILLE CORPORATE PARK (Street) CLINTON NJ 08809 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER LTD [ FWLRF.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Exec. Vice Pres. & CFO
	3. Date of Earliest Transaction (Month/Day/Year) 10/06/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 10/01/2004	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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
Common Shares(1)	10/06/2004(2)		A		2,090,401	A	$0	2,090,401	D

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
Employee Stock Option (Right to Buy)(4)	$609.57(3)	10/06/2004(2)		A		2,391.6(4)		12/31/2005(4)	10/05/2007(4)	Series B Convertible Preferred Shares(4)	2,391.6(4)	$0	2,391.6(4)	D

Explanation of Responses:

1. Previously filed Forms 4 reporting this transaction incorrectly reported the securities issued to Mr. La Duc as Restricted Stock Units. In fact, Mr. La Duc was granted shares of Restricted Stock, as reflected in this filing.

2. This award was approved by the Issuer's Compensation Committee on September 29, 2004, but grant of the award was subject to the New Jersey Bureau of Securities declaring effective a registration statement filed therewith registering the issuance of shares under the Issuer's stock plan under which the award was granted. The New Jersey Bureau of Securities declared such registration effective on October 6, 2004, which is the grant date for the award.

3. The exercise price of $609.44 given in the previously filed Forms 4 reporting this transaction was in error. The correct exercise price is $609.57, as reflected in this filing.

4. Options granted pursuant to 2004 Stock Option Plan. Options become exercisable as to one-third of the shares on Dec. 31, 2005, and as to the remaining two-thirds of such shares on Dec. 31, 2006. The option gives the holder the right to acquire Series B Convertible Preferred Shares of the Issuer. Each such Series B Convertible Preferred Share is convertible, at the holder's option, into 1,300 Common shares of the Issuer upon the approval by the shareholders of the issuer to reduce the par value of the Issuer's shares and to increase the number of authorized Common Shares issuable and upon approval of a bonus issue of Common Shares by the board of directors of Issuer in respect of each such Series B Convertible Preferred Share. Upon such shareholder approval, however, this option will automatically convert into an option to purchase the appropriate number of Common Shares.

	John A. Doyle, Jr., by power of attorney	10/14/2004
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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