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* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/24/2004	3. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER LTD [ FWLRF.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 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, $1.00 par value	7,421,471	I	By Subsidiary(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Shares	(2)	(2)	Common Stock	90,894,700(2)	(2)	I	By Subsidiary(1)

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP GLOBAL MARKETS HOLDINGS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP FINANCIAL PRODUCTS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP GLOBAL MARKETS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All securities reported herein are directly beneficially owned by Citigroup Global Markets Inc ("CGM"). Citigroup Financial Products ("CFP") is the sole stockholder of CGM. Citigroup Global Markets Holdings ("CGM Holdings") is the sole stockholder of CFP. Citigroup Inc. ("Citigroup") is the sole stockholder of CGM Holdings. CFP, CGM Holdings and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.

2. CGM beneficially owns 69,919 Series B Convertible Preferred Shares ("Preferred"). Each Preferred reported herein will be optionally convertible into 1,300 shares of common stock, if, as and when the par value of Foster Wheeler Ltd.'s shares is reduced from $1.00 per share to $0.01 per share, and the number of authorized common shares of Foster Wheeler Ltd. is increased from 160 million to at least 1,475.9 million, subject to adjustment for certain dilutive events. Prior to becoming convertible, the Preferred will vote on an as converted basis together with the shares of common stock as a single class, except in limited circumstances. If and when the Preferred become convertible at each holder's option, the Preferred will cease to vote except in limited circumstances as required under Bermuda law and Foster Wheeler Ltd.'s by-laws.

	Citigroup Inc., By: /s/ Serena D. Moe, Assistant Secretary	10/13/2004
	Citigroup Global Markets Holdings Inc., By: /s/ Serena D. Moe, Assistant Secretary	10/13/2004
	Citigroup Financial Products, By: /s/ Serena D. Moe, Assistant Secretary	10/13/2004
	Citigroup Global Markets Inc., By: /s/ Serena D. Moe, Assistant Secretary	10/13/2004
	** 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 5 (b)(v).
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