Exhibit 99.31

EXECUTION COPY

May 7, 2004

Foster Wheeler LLC

Perryville Corporate Park

Service Road East 173

Clinton, New Jersey 08809-4000

AMENDMENT NO. 2 TO NO-TRANSFER AGREEMENT

Ladies and Gentlemen:

Reference is made to the No-Transfer Agreement dated April 9, 2004 (as amended by Amendment No. 1 to the No-Transfer Agreement dated May 4, 2004, the “No-Transfer Agreement”), among Foster Wheeler Ltd., a Bermuda Company, Foster Wheeler LLC, a Delaware limited liability company (collectively, the “Companies,” and each, individually, a “Company”) and the signatories thereto (collectively the “Security Holders,” and each, individually, a “Security Holder”)  Terms defined in the No-Transfer Agreement are used herein as defined therein.

The Companies have requested that the Security Holders agree to amend the No-Transfer Agreement and the Security Holders are willing to so agree upon the terms and conditions of this Amendment No. 2 to the No-Transfer Agreement (the “Amendment No. 2”).  Accordingly, the parties hereto hereby agree as follows:

Section 1.  Amendments.  Subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the No-Transfer Agreement shall be amended as follows:

1.01.  Termination of Agreement.  Section 6(a)(i) of the No-Transfer Agreement is hereby amended to read in its entirety as follows:

“(i)          May 19, 2004, if the Form S-4 has not been declared effective by such date;”

Section 2.  Conditions.  The amendments set forth in Section 1 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions:

(a)  Execution of this Amendment No. 2. The execution and delivery of counterparts of this Amendment No. 2 by each of the Companies and each of the Security Holders not later than May 7, 2004; and

(b)  Payment of Fees.  The payment of any outstanding invoices for fees and expenses incurred by Saybrook Restructuring Advisors, LLC and Milbank, Tweed, Hadley & McCloy LLP, with respect to which invoices have been delivered to either of the Companies on or before May 7, 2004.

Section 3.  Miscellaneous.  Except as herein provided, the terms and conditions set forth in the No-Transfer Agreement shall continue unchanged and in full force and effect.  This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York.

                                IN WITNESS WHEREOF, each of the parties has caused this Amendment No. 2 to be executed and delivered by its duly authorized officers as of the date first written above.

Very truly yours,
FOSTER WHEELER LTD.
By:	/s/ Steven Weinstein
	Name: Steven Weinstein
	Title: Vice President & Deputy General Counsel
FOSTER WHEELER LLC
By:	/s/ Steven Weinstein
	Name: Steven Weinstein
	Title: Vice President & Deputy General Counsel

Security Holder:
Wells Fargo Bank, N.A.
By:	/s/ Sean Lynch
Name: Sean Lynch
Title: Vice President

Security Holder:
Sutter Advisors, LLC
By:	/s/ George Wick
Name: George Wick
Title: SVP

Security Holder:
Merrill Lynch Global Allocation Fund, Inc.
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Merrill Lynch International Investment Fund
- MLIIF Global Allocation Fund
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Merrill Lynch Variable Series Fund, Inc. -
Merrill Lynch Global Allocation V.I. Fund
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Merrill Lynch Series Funds, Inc. - Global
Allocation Strategy Portfolio
By:	/s/ Dennis Stattman
Name: Dennis Stattman
Title: Portfolio Manager

Security Holder:
Tribeca Investments Ltd.
By:	/s/ Craig Jarvis
Name: Craig Jarvis
Title: Chief Financial Officer           Tribeca Management LLC

Security Holder:
Highbridge Capital Corporation
By: Highbridge Capital Managerment, LLC
By:	/s/ Andrew Martin
Name: Andrew Martin
Title: Portfolio Manager

Security Holder:
SPECIAL VALUE ABSOLUTE RETURN FUND, LLC
By:	SVAR/MM, LLC
Its:	Managing Member
By:	Tennenbaum Capital Partners, LLC
Its:	Managing Member
By:	Tennenbaum & Co., LLC
Its:	Managing Member
By:	/s/ Mark Holdsworth
Name: Mark Holdsworth
Title: Managing Partner

Security Holder:
SPECIAL VALUE BOND FUND II, LLC
By:	SVIM/MSM II, LLC
Its:	Managing Member
By:	Tennenbaum & Co., LLC
Its:	Managing Member
By:	/s/ Mark Holdsworth
Name: Mark Holdsworth
Title: Managing Partner