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 *

ATKINSON EUGENE D 		2. Issuer Name and Ticker or Trading Symbol

FOSTER WHEELER AG [ 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)

ATKINSON CAPITAL, 640 FIFTH AVENUE, 17TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2011
(Street)

NEW YORK, NY 10019
(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 Registered Shares   5/10/2011     M    3962   A $25.05   28062   D    
Common Registered Shares   5/10/2011     M    542   A $28.495   28604   D    
Common Registered Shares   5/10/2011     M    5141   A $21.43   33745   D    
Common Registered Shares   5/10/2011     S    9645   D $35.3236   (1) 24100   D    
Common Registered Shares   5/10/2011     S    7457   D $35.2703   (2) 16643   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) 5/10/2011     M         3962   (3)   12/31/2007   (4) 12/31/2011   (4) Common Registered Shares   3962     (5) 0   D    
Stock Option (Right to Buy)   $21.43   5/10/2011     M         5141    12/31/2009   (6) 12/31/2013   (6) Common Registered Shares   5141     (5) 0   D    
Stock Option (Right to Buy)   $28.495   (7) 5/10/2011     M         542   (7)   12/31/2007   (8) 12/31/2011   (8) Common Registered Shares   542     (5) 0   D    

Explanation of Responses:
( 1)  This weighted average price reflects trades in multiple transactions ranging from $35.15 per share to $35.60 per share, inclusive. Full information regarding the number of shares sold at each separate price within the range noted above will be provided upon request to the SEC staff, the issuer, or any security holder of the issuer.
( 2)  This weighted average price reflects trades in multiple transactions ranging from $35.15 per share to $35.48 per share, inclusive. Full information regarding the number of shares sold at each separate price within the range noted above will be provided upon request to the SEC staff, 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 occurred effective January 22, 2008.
( 4)  Granted pursuant to Foster Wheeler Omnibus Incentive Plan. Options vest as to 100% of shares on December 31, 2007.
( 5)  Not applicable.
( 6)  Granted pursuant to Foster Wheeler Omnibus Incentive Plan. Options vest as to 100% of shares on December 31, 2009.
( 7)  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 occurred effective January 22, 2008.
( 8)  Granted pursuant to Foster Wheeler Omnibus Incentive Plan. Options vest as to 100% of shares on December 31, 2007.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ATKINSON EUGENE D
ATKINSON CAPITAL
640 FIFTH AVENUE, 17TH FLOOR
NEW YORK, NY 10019 		X



Signatures
/s/ John A. Doyle, Jr., by power of atty. 5/10/2011
** 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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