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^*

Nedelka Gary T

(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)
01/01/2009

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)
	Pres. & CEO - FW No. Am. Corp.

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	1,080	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)	12/31/2008⁽¹⁾	12/31/2012⁽¹⁾	Common Shares	5,100	$70.95	D
Employee Stock Option (Right to Buy)	12/31/2007⁽²⁾	12/31/2011⁽²⁾	Common Shares	5,688	$25.05	D
Employee Stock Option (Right to Buy)	12/31/2009⁽³⁾	12/31/2013⁽³⁾	Common Shares	19,677	$21.43	D
Option (Right to Buy)⁽⁴⁾	01/02/2002	01/02/2011	Common Shares	200	$56.875	D
Option (Right to Buy)⁽⁴⁾	04/26/2000	04/26/2009	Common Shares	100	$150.625	D
Restricted Stock Units (Right to Acquire)	12/31/2008⁽⁵⁾	12/31/2010⁽⁵⁾	Common Shares	1,460	⁽⁶⁾	D
Restricted Stock Units (Right to Acquire)	12/31/2009⁽⁷⁾	12/31/2011⁽⁷⁾	Common Shares	8,700	⁽⁶⁾	D
Restricted Stock Units (Right to Acquire)	12/31/2007⁽⁸⁾	12/31/2009⁽⁸⁾	Common Shares	1,262	⁽⁶⁾	D

Explanation of Responses:

1. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. Options vest as to one-third of the shares on December 31, 2008, one-third of the shares on December 31, 2009, and the remaining one-third of the shares on December 31, 2010.

2. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. Options vest as to one-third of the shares on December 31, 2007, one-third of the shares on December 31, 2008, and the remaining one-third of the shares on December 31, 2009.

3. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. Options vest as to one-third of the shares on December 31, 2009, one-third of the shares on December 31, 2010, and the remaining one-third of the shares on December 31, 2011.

4. Employee stock option granted under the 1995 Stock Option Plan.

5. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2008, one-third of the shares on December 31, 2009, and the remaining one-third of the shares on December 31, 2010. Upon vesting, common shares will be issued on a one-for-one basis.

6. 1-for-1

7. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2009, one-third of the shares on December 31, 2010, and the remaining one-third of the shares on December 31, 2011. Upon vesting, common shares will be issued on a one-for-one basis.

8. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2007, one-third of the shares on December 31, 2008, and the remaining one-third of the shares on December 31, 2009. Upon vesting, common shares will be issued on a one-for-one basis.

	/s/ John A. Doyle, Jr. by Power of Atty.	01/07/2009
	** 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).
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