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 *

della Sala Umberto 		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O FOSTER WHEELER LTD., MAILING: PERRYVILLE CORPORATE PARK 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2008
(Street)

CLINTON, NJ 08809-4000
(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   12/31/2008     M    7951   A $0   12234.6   D    
Common Shares   12/31/2008     M    20064   A $0   32298.6   D    
Common Shares   12/31/2008     S (1)    3151   D $23.98   29147.6   D    
Common Shares   12/31/2008     S (1)    1181   D $23.99   27966.6   D    
Common Shares   12/31/2008     S (1)    907   D $24.03   27059.6   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
Restricted Stock Units (Right to Acquire)     (2) 12/31/2008     M        7951    12/31/2007   (3) 12/31/2009   (3) Common Shares   7951     (4) 7951   (5) D    
Restricted Stock Units (Right to Acquire)     (2) 12/31/2008     M        20064    12/31/2008   (6) 12/31/2011   (6) Common Shares   20064     (4) 60190   D    

Explanation of Responses:
( 1)  The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 21, 2008.
( 2)  1-for-1
( 3)  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.
( 4)  Not applicable
( 5)  These restricted stock units, with the same vesting provisions, were previously reported as covering 7,951 restricted stock units, were adjusted by an additional 7,951 restricted stock units to reflect the 2-for-1 stock split that occurred effective January 22, 2008.
( 6)  Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. One-fourth of the restricted stock units shall vest into common shares on a 1-for-1 basis in equal increments on December 31, 2008, December 31, 2009, December 31, 2010, and December 31, 2011 respectively pursuant to Employee Restricted Stock Unit Award Agreement and Employment Agreement, dated March 1, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
della Sala Umberto
C/O FOSTER WHEELER LTD.
MAILING: PERRYVILLE CORPORATE PARK
CLINTON, NJ 08809-4000

President and COO

Signatures
/s/ John A. Doyle, Jr., by Power of Atty. 1/5/2009
** 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 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).
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 control number.
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