SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

della Sala Umberto

(Last)

(First)

(Middle)

C/O FOSTER WHEELER LTD.

PERRYVILLE CORPORATE PARK

(Street)

CLINTON

08809-4000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2005

3. Issuer Name and Ticker or Trading Symbol
FOSTER WHEELER LTD [ FWLT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman-FW Continental Europe

5. 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 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 Shares	300	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	12/31/2005⁽¹⁾	10/05/2007	Common Shares	122,148	$9.378	D
Option (Right to Buy)⁽²⁾	01/04/2000	01/04/2009	Common Shares	100	$270	D
Option (Right to Buy)⁽²⁾	01/02/1999	01/02/2008	Common Shares	100	$552.5	D
Option (Right to Buy)⁽³⁾	09/24/2003	09/24/2012	Common Shares	6,000	$32.8	D
Option (Right to Buy)⁽²⁾	01/02/2002	01/02/2011	Common Shares	150	$113.75	D
Restricted Stock Units (Right to Acquire)⁽⁴⁾	12/31/2005	12/31/2006	Common Shares	82,126.8	$0	D

Explanation of Responses:

1. Options granted pursuant to Foster Wheeler Ltd. 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. Shares and exercise price reflected on a post 1-for-20 reverse stock split basis effective November 29, 2004. Executive employees initially awarded option in form of Series B Convertible preferred at 1300 common on a converted basis. This common share figure represents common shares on a post reverse split basis (divided by 20).

2. Employee stock option granted under the 1995 Stock Option Plan. Shares and exercise price reflected on a post 1-for-20 reverse stock split basis effective November 29, 2004.

3. Employee stock option granted under the 1995 Stock Option Plan of Foster Wheeler Inc. (vests in three (3) equal annual installments beginning on the date exercisable in column 2a.)

4. Restricted Stock Units (''Units") granted on October 6, 2004 pursuant to Foster Wheeler Ltd. Management Restricted Stock Plan. Units vest into common shares on a one-for-one basis as to one-third on December 31, 2005, and as to the remaining two-thirds on December 31, 2006. Units reflected on a post 1-for-20 reverse stock split basis effective November 29, 2004.

	John A. Doyle, Jr., by Power of Atty.	06/30/2005
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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