SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER LTD [ FWHLF.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	4. 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 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Shares, $1.00 par value	09/27/2004		S4	30,135	D	$0.48	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $1.00 par value	09/27/2004		S4	19,865	D	$0.48	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $1.00 par value	09/27/2004		S4	100,000	D	$0.5	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $1.00 par value	09/28/2004		S4	211,000	D	$0.48	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $1.00 par value	09/29/2004		S4	75,000	D	$0.47	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $1.00 par value	09/30/2004		S4	150,000	D	$0.4717	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $1.00 par value	10/06/2004		S4	225,000	D	$0.47	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $1.00 par value	10/08/2004		S4	50,000	D	$0.475	4,917,919(1)	I	By Subsidiary(2)(3)
Common Shares, $0.01 par value(4)	12/01/2004		C4	4,546,685	A	(5)	4,917,919(1)	I	By Subsidiary(2)
Series B Convertible Preferred Shares, $1.00 par value	09/28/2004		S4	243	D	$572	3,191(6)	I	By Subsidiary(2)(3)
Series B Convertible Preferred Shares, $1.00 par value	09/28/2004		S4	75	D	$572	3,191(6)	I	By Subsidiary(2)(3)
Series B Convertible Preferred Shares, $1.00 par value	09/29/2004		S4	257	D	$577.058	3,191(6)	I	By Subsidiary(2)(3)
Series B Convertible Preferred Shares, $1.00 par value	10/06/2004		S4	100	D	$585	3,191(6)	I	By Subsidiary(2)(3)
Series B Convertible Preferred Shares, $1.00 par value	10/07/2004		S4	500	D	$585	3,191(6)	I	By Subsidiary(2)(3)
Series B Convertible Preferred Shares, $1.00 par value	10/08/2004		S4	250	D	$591.5	3,191(6)	I	By Subsidiary(2)(3)

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Shares, $0.01 par value(4)	(4)	11/29/2004(4)		4J(4)	73,140		11/29/2004	(7)	Common Shares, $0.01 par value	4,754,100	(4)	3,191(6)	I	By Subsidiary(2)(3)
Series B Convertible Preferred Shares, $0.01 par value(4)	(5)	12/01/2004		4C		69,949	11/29/2004	(7)	Common Shares, $0.01 par value	4,546,685	(5)	3,191(6)	I	By Subsidiary(2)(3)

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)

1. Name and Address of Reporting Person* CITIGROUP INVESTMENTS 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* Tribeca Global Management LLC (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)

Explanation of Responses:

1. The Common Shares ("Common") reported in Table I represent 4,917,919 Common directly beneficially owned by Citigroup Global Markets Inc ("CGM") at the end of Foster Wheeler Ltd.'s ("the Issuer") fiscal year. The sales reported in Table I represent sales effected by Tribeca Global Management LLC ("Tribeca").

2. Citigroup Financial Products Inc. ("CFP") is the sole stockholder of CGM. Citigroup Global Markets Holdings Inc. ("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.

3. Citigroup Investments Inc. ("CII") is the sole member of Tribeca. Citigroup is the sole stockholder of CII. CII and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

4. On November 29, 2004, the Issuer's shareholders approved a series of proposals which included (i) increasing the number of Common authorized for issuance from 160,000,000 to 1,475,908,957 Common, (ii) reducing the par value of the Common and the Series B Convertible Preferred Shares ("Preferred") from $1.00 to $0.01 per share and (iii) a 1-for-20 Common consolidation. As a result of such actions, (a) the 73,140 Preferred held by the Reporting Persons became optionally convertible into 4,754,100 Common, (b) the Preferred ceased to have voting rights, except in limited circumstances as required under Bermuda law and the Company's by-laws and (c) the Class A Warrants and the Class B Warrants became exercisable into Common in accordance with their terms on or after September 24, 2005.

5. The Reporting Persons converted 69,949 Preferred on December 1, 2004 at a conversion rate of 1 share of Preferred for 65 Common, resulting in an acquisition of 4,546,685 Common.

6. The Preferred reported in Table I and Table II represent (i) 3,187 Preferred directly beneficially owned by Tribeca and (ii) 4 Preferred directly beneficially owned by CGM at the end of the Issuer's fiscal year. The Preferred reported in Table I represent securities held prior to November 29, 2004, the date on which the Preferred became optionally convertible into Common. See Note 4 above.

7. There is no expiration date on the right to convert the Preferred into Common.

	Citigroup Inc., By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Global Markets Holdings Inc., By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Financial Products, By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Global Markets Inc., By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Investments Inc., By: /s/ Millie Kim, Secretary	01/07/2005
	Tribeca Global Management LLC, By: /s/ Andrew E. Feldman, Assistant Secretary	01/07/2005
	** Signature of Reporting Person	Date
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