SEC FORM 4

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

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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^*

DESMARIS THIERRY

(Last)

(First)

(Middle)

FOSTER WHEELER LTD.

MAILING: PERRYVILLE CORPORATE PARK

(Street)

CLINTON

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)
	Vice President & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	09/29/2004⁽¹⁾		A		653,788	A	$0	653,788	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽²⁾	$609.44	09/29/2004⁽¹⁾		A		747.99⁽²⁾		12/31/2005⁽²⁾	⁽³⁾	Series B Convertible Preferred Shares⁽²⁾	747.99⁽²⁾	$0	747.99⁽²⁾	D

Explanation of Responses:

1. This award was approved by the issuer's Compensation Committee on the date reflected. The grant date of the award is 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 this award was granted. The grant date for the award will be the date on which the New Jersey Bureau of Securities declares this registration statement effective.

2. Options granted pursuant to 2004 Stock Option Plan. Options become exerciseable as to one-third of the shares on December 31, 2005, and as to the remaining two-thirds of such shares on December 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 holders 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 the 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.

3. The option will expire on the third anniversary of the grant date. See note 1 regarding the grant date.

	John A. Doyle, Jr., by power of atty.	10/01/2004
	** 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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