FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CREEL DIANE C 		2. Issuer Name and Ticker or Trading Symbol

FOSTER WHEELER LTD [ FWLT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ECOVATION, INC., EASTGATE SQUARE, SUITE 200, 50 SQUARE DR. 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/18/2008
(Street)

VICTOR, NY 14564
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/18/2008     M    2098   A $14.8375   14445.40   (1) D    
Common Shares   8/18/2008     M    194   A $19.92   14639.40   D    
Common Shares   8/18/2008     M    3962   A $25.05   18601.40   D    
Common Shares   8/18/2008     M    542   A $28.495   19143.40   D    
Common Shares   8/18/2008     S    6796   D $46.6536   (2) 12347.40   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $25.05   (3) 8/18/2008     M        3962    12/31/2007   (4) 12/31/2011   (4) Common Shares   3962   $0   0   (3) D    
Stock Option (Right to Buy)   $14.8375   (5) 8/18/2008     M        2098    9/30/2006   (6) 9/30/2010   (6) Common Shares   2098   $0   0   (5) D    
Stock Option (Right to Buy)   $19.92   (7) 8/18/2008     M        194    9/30/2006   (8) 9/30/2010   (8) Common Shares   194   $0   0   (7) D    
Stock Option (Right to Buy)   $28.495   (9) 8/18/2008     M        542    12/31/2007   (10) 12/31/2011   (10) Common Shares   542   $0   0   (9) D    

Explanation of Responses:
( 1)  On January 8, 2008, Foster Wheeler Ltd. shareholders approved a 2-for-1 stock split, effective January 22, 2008, resulting in an increase in the balance of the reporting person's reported positions by 6,173.7 common shares respectively.
( 2)  This weighted average price reflects trades ranging from $46.63 per share to $46.70 per share. Full information regarding the number of shares sold (or purchased) at each seperated price will be provided upon request by the SEC staff, the issuer, or any security holder of the issuer.
( 3)  This option was previously reported as covering 1,981 shares at an exercise price of $50.10 per share, but was adjusted to reflect the 2-for-1 stock split that occured effective January 22, 2008.
( 4)  Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. Options vest as to 100% of shares on December 31, 2007. Upon termination of service for other than cause, these stock options vest one-fifteenth every month of continuous service from October 1, 2006 through December 31, 2007.
( 5)  This option was previously reported as covering 1,049 shares at an exercise price of $29.675 per share, but was adjusted to reflect the 2-for-1 split that occurred effective January 22, 2008.
( 6)  Options granted pursuant to Foster Wheeler Ltd. 2004 Stock Option Plan.
( 7)  This option was previously reported as covering 97 shares at an exercise price of $39.84 per share, but was adjusted to reflect the 2-for-1 stock split that occurred effective January 22, 2008.
( 8)  Granted pursaunt to Foster Wheeler Ltd. Omnibus Incentive Plan.
( 9)  This option was previously reported as covering 271 shares at an exercise price of $56.99 per share, but was adjusted to reflect the 2-for-1 stock split that occured effective January 22, 2008.
( 10)  Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. Options vest to 100% of shares on December 31, 2007. Upon termination of service for other than cause, these stock options vest one-tenth for every month of continuous service from March 1, 2007 through December 31, 2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CREEL DIANE C
C/O ECOVATION, INC., EASTGATE SQUARE
SUITE 200, 50 SQUARE DR.
VICTOR, NY 14564 		X



Signatures
/s/ John A. Doyle, Jr. by power of atty. 8/18/2008
** 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 4(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).
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