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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER LTD [ FWHLF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/30/2004
	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 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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	12/30/2004		C		422,500	A	(1)	488,400	D(2)
Common Shares								488,400	I	See Footnote(3)
Common Shares								32,500	I	See Footnote(4)
Common Shares	12/30/2004		S		500,000	D	$15.5	18,400	D(2)
Common Shares								18,400	I	See Footnote(3)
Common Shares								2,500	I	See Footnote(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Shares	(1)	12/30/2004		C			6,500	12/30/2004	(5)	Common Shares	390,000	(1)	42,867	D(2)
Series B Convertible Preferred Shares	(1)							12/30/2004	(5)	Common Shares	390,000		42,867	I	See Footnote(3)
Series B Convertible Preferred Shares	(1)							12/30/2004	(5)	Common Shares	32,500		3,901	I	See Footnote(4)

1. Name and Address of Reporting Person* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) (Street) (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* LC CAPITAL PARTNERS LP (Last) (First) (Middle) (Street) (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* LAMPE, CONWAY & CO. LLC (Last) (First) (Middle) 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (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* LAMPE STEVEN (Last) (First) (Middle) C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (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* CONWAY RICHARD F (Last) (First) (Middle) 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (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 Reporting Persons converted 6,500 shares of Series B Convertible Preferred Shares on December 30, 2004 on a basis of 1 share of Series B Convertible Preferred Shares for 65 Common Shares resulting in an acquisition of 422,500 Common Shares.

2. LC Capital Master Fund, Ltd. ("Master Fund") has direct beneficial ownership of these securities.

3. Each of LC Capital Partners, LP ("Partners"), as majority owner of Master Fund; LC Capital Advisors, LLC ("Advisors"), as sole general partner of Partners; Lampe, Conway & Co., LLC ("LLC"), as investment manager to Partners and the Master Fund; LC Capital International, LLC ("International"), as investment advisor to Master Fund; and Steven G. Lampe ("Lampe") and Richard F. Conway ("Conway"), as sole managing members of Advisors, LLC and International, may be deemed to have a beneficial ownership interest in these securities beneficially owned directly by the Master Fund. Each of Partners, Advisors, LLC, International, Lampe and Conway disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

4. A managed account ("Managed Account") has direct beneficial ownership of these additional securities. LLC, an investment manager to the managed account; and each of Lampe and Conway as sole managing members of LLC, may be deemed to have a beneficial ownership interest in these securities held by the Managed Account and each of LLC, Lampe and Conway disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein.

5. There is no expiration date on the right to convert Series B Convertible Preferred Shares into Common Shares.

Remarks:

This Statement of Changes of Beneficial Ownership is also being filed on behalf of each of Advisors and International (collectively with the Master Fund, Partners, LLC, Lampe and Conway, the "Reporting Persons")

	LC Capital Master Fund, Ltd. By: /s/ Richard F. Conway, Director	01/04/2005
	LC Capital Partners, LP By: LC Capital Advisors, LLC, its sole general partner, By: /s/ Richard F. Conway, Managing Member	01/04/2005
	Lampe, Conway & Co., LLC By: /s/ Richard F. Conway, Managing Member	01/04/2005
	/s/ Steven G. Lampe	01/04/2005
	/s/ Richard F. Conway	01/04/2005
	** Signature of Reporting Person	Date
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