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 *

Jindal Rakesh K 		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O FOSTER WHEELER INC., 53 FRONTAGE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2011
(Street)

HAMPTON, NJ 08827
(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   12/31/2011     M    2197   A $ 0   2198   D    
Common Registered Shares   12/31/2011     M    1239   A $ 0   3437   D    
Common Registered Shares   1/3/2012     S (1)    1245   D $19.5855   (2) 2192   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)     (3) 12/31/2011     M         1239    12/31/2010   (4) 12/31/2012   (4) Common Registered Shares   1239.00     (5) 1238.00   D    
Restricted Stock Units (Right to Acquire)     (3) 12/31/2011     M         2197    12/31/2009   (6) 12/31/2011   (6) Common Registered Shares   2197.00     (5) 0.00   D    

Explanation of Responses:
( 1)  The sales reported in this Form 4 were effected pursuant to a Rule 10b-5-1 trading plan adopted by the reporting person on November 10, 2011.
( 2)  This weighted average price reflects trades in multiple transactions ranging from $19.501 per share to $19.70 per share, inclusive. Full information regarding the number of shares sold at each seperate price within the range noted above will be provided upon request to the SEC staff, the issuer, or any security holder of the issuer.
( 3)  1-for-1
( 4)  Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2010, one-third of the shares on December 31, 2011, and the remaining one-third of the shares on December 31, 2012. Upon vesting, registered shares will be issued on a one-for-one basis.
( 5)  Not applicable
( 6)  Granted pursuant to Foster Wheeler 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, registered shares will be issued on a one-for-one basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jindal Rakesh K
C/O FOSTER WHEELER INC.
53 FRONTAGE ROAD
HAMPTON, NJ 08827

Vice President of Tax

Signatures
/s/ John A. Doyle, Jr., by power of atty. 1/3/2012
** 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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