Form 3 FOSTER WHEELER LTD For: Jan 01 Filed by: Nedelka Gary T (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 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 Excercise 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 Excercise 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

Unassociated Document

POWER OF ATTORNEY

Know all by these presents, that the undersigned, hereby constitutes and appoints each of Peter J. Ganz and John A. Doyle, Jr., signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities and Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for an on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Foster Wheeler Ltd. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of January, 2009.

	By: /s/ Gary T. Nedelka

	Gary T. Nedelka

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