As filed with the Securities and Exchange Commission on May 23, 2002.

                                                          Registration No.  333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               FOSTER WHEELER LTD.
             (Exact name of Registrant as specified in its charter)

            Bermuda                                               22-3802649
  --------------------------------                           -------------------
   (State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

                            Perryville Corporate Park
                         Clinton, New Jersey 08809-4000
                    (Address of principal executive offices)

                  1995 Stock Option Plan of Foster Wheeler Inc.
                            (Full title of the plan)

                             THOMAS R. O'BRIEN, ESQ.
                    General Counsel and Senior Vice President
                            Perryville Corporate Park
                         Clinton, New Jersey 08809-4000
                     (Name and address of agent for service)

                                 (908) 730-4020
          (Telephone number, including area code, of agent for service)


<TABLE>

<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------- -------------------------- ----------------------- --------------------- --------------------
<S>                                    <C>                        <C>                     <C>                   <C>


                                                                                                Proposed
                                                                         Proposed                Maximum
                                                Amount                    Maximum               Aggregate             Amount of
                                                  to be              Offering Price Per          Offering            Registration
Title of Securities to be registered          Registered                 Share (1)              Price (1)                Fee
-------------------------------------- -------------------------- ----------------------- --------------------- --------------------

Common Shares, $1.00 par                       2,000,000                  $1.77                $3,540,000             $325.68
 value per share (3)                          shares (2)
-------------------------------------- -------------------------- ----------------------- --------------------- --------------------
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with the provisions of Rule 457(c),  and based upon the average
     of the high and low  prices  of the  common  shares  on the New York  Stock
     Exchange on May 20, 2002.
(2)  This  Registration  Statement also covers such additional  shares of common
     shares as may be issuable pursuant to anti-dilution provisions.
(3)  The Registrant is also  registering  the preferred  share  purchase  rights
     which are  attached  to the  shares of the  Registrant's  Common  Shares as
     provided  by the Rights  Agreement  dated as of May 21,  2001  between  the
     Registrant and Mellon Investor Services LLC, as Rights Agent.


</TABLE>


<PAGE>


REGISTRATION OF ADDITIONAL SHARES

          The Registrant files this Registration  Statement in order to register
2,000,000  additional  common shares of the Registrant to be issued  pursuant to
the 1995 Stock  Option Plan of Foster  Wheeler  Inc., a  wholly-owned,  indirect
subsidiary of Foster Wheeler Ltd.

          Pursuant to  Instruction  E to Form S-8,  the  relevant  opinions  and
consents are hereby provided,  and the registrant pays the additional filing fee
required in respect of the additional shares.


PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Information  required  by  Part I of Form  S-8 is  omitted  from  this
Registration  Statement in accordance  with Rule 428 under the Securities Act of
1933, as amended ("Securities Act"), and the Note to Part I of Form S-8.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The  registrant  hereby   incorporates  the  following   documents  by
reference:

          (a)  The Registrant's Registration Statement on Form S-8 filed on June
               1, 1995 (Reg. No. 33-59739);

          (b)  The  Registrant's  Registration  Statement  on Form S-8  filed on
               April 27, 1999 (Reg. No. 333-77125);

          (c)  The Registrant's Registration Statement on Form S-8 filed on June
               27, 2001 (Reg. No. 003-59739);

          (d)  The Registrant's  Annual Report on Form 10-K filed for year ended
               December 28, 2001 filed on April 12, 2002;

          (e)  The  Registrant's  Quarterly  Report  on Form  10-Q for the first
               quarter ended March 29, 2002, filed on May 13, 2002;

          (f)  The Registrant's Current Reports on Form 8-K filed on January 10,
               2002, January 14, 2002, January 29, 2002, March 8, 2002, April 2,
               2002, April 3, 2002, and April 15, 2002;

          (g)  The description of the  Registrant's  Common Shares  contained in
               its Current Report on Form 8-K, filed on April 12, 2002;

          (h)  The  description  of the  Registrant's  Preferred  Share Purchase
               Rights contained in the  Registrant's  Current Report on Form 8-K
               filed on May 25, 2001; and

          (i)  The  Registrant's  Registration  Statement  on Form 8-A  filed on
               April 26, 2002 (file number 001-31305).

          All reports and other documents  subsequently  filed by the Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  ("Exchange  Act"),   subsequent  to  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference  herein and to be a part hereof from the date of the filing of such
reports and documents.


                                       1


<PAGE>


ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Pursuant to the  provisions of the Companies Act 1981 of Bermuda,  the
Company has adopted provisions in its bye-laws which require that the Directors,
Secretary and other Officers (such term to include, for the purposes of bye-laws
27 and 28,  any Person  appointed  to any  committee  of the Board) for the time
being acting in relation to any of the affairs of the Company and the liquidator
of trustees (if any) for the time being acting in relation to any of the affairs
of the Company and every one of them, their heirs, executors and administrators,
shall be indemnified and secured  harmless out of the assets of the Company from
and against all liabilities, losses, actions damages or expenses (including, but
not limited to,  liabilities under contract,  tort and statute or any applicable
foreign law or regulation and all reasonable  legal and other costs and expenses
properly  payable)  which  they  or any  of  them,  their  heirs,  executors  or
administrators,  shall or may incur or  sustain by or by reason of any act done,
concurred  in or omitted in or about the  execution  of their duty,  or supposed
duty,  or in their  respective  offices  or  trusts,  and none of them  shall be
answerable for the acts, receipts, neglects or defaults of the others of them or
for joining in any  receipts for the sake of  conformity,  or for any bankers or
other Persons with whom any moneys or effects  belonging to the Company shall or
may be lodged or deposited for safe custody,  or for insufficiency or deficiency
of any security  upon which any moneys of or  belonging to the Company  shall be
placed out on or invested, or for any other loss, misfortune or damage which may
happen in the execution of their  respective  offices or trusts,  or in relation
thereto,  provided that this indemnity shall not extend to any matter that would
render it void by the operation of any  applicable  law in respect of any fraud,
dishonesty or willful  misconduct  which  misconduct  which may attach to any of
said  persons.  The  indemnity  in bye-law 27 extends to any Person  acting as a
Director,  Secretary or other  Officer in the  reasonable  belief that they have
been  appointed or elected,  notwithstanding  any defect in such  appointment or
election.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS


          Exhibit No.        Description

          5                  Opinion of Conyers Dill & Pearman  regarding
                             legality.

          23.1               Consent of Independent Accountants.

          23.2               Consent of Conyers Dill & Pearman (included in
                             Exhibit 5 hereto).

          24.1               Power of Attorney (included on the signature page
                             to this Registration Statement).

          99.1               The 1995 Stock Option Plan of Foster Wheeler Inc.
                             as Amended and Restated as of May 22, 2002.


                                       2


<PAGE>



ITEM 9.   UNDERTAKINGS

a)   The Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  Registration  Statement or any material
          change to such information in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  Registration  Statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities   being  registered  that  remain  unsold  at  the
          termination of the offering.

b)   The Registrant  hereby  undertakes  that,  for purposes of determining  any
     liability under the Securities Act, each filing of the Registrant's  annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
     where  applicable,  each filing of an employee benefit plan's annual report
     pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
     reference  in this  Registration  Statement  shall  be  deemed  to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

c)   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing   provisions  or  otherwise,   the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  Registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the Registrant in the successful  defense
     of any action,  suite or proceeding) is asserted by such director,  officer
     or controlling  person in connection with the securities being  registered,
     the  Registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.


                                       3


<PAGE>


                                   SIGNATURES

          Pursuant to the  requirements  of the Securities  Act, the Registrant,
Foster Wheeler Ltd., certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Town of Clinton,  Hunterdon County, State of New Jersey
on the 22 day of May, 2002.



                                FOSTER WHEELER LTD.


                                By: /s/ Lisa Fries Gardner
                                    --------------------------------------------
                                    Lisa Fries Gardner
                                    Vice President and Secretary

          Pursuant  to the  requirements  of the  Securities  Act of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby  constitutes  and  appoints  Lisa  Fries  Gardner,   Vice  President  and
Secretary,  his or her true and lawful attorney in fact and agent for him or her
and on his or her behalf and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with exhibits and any and
all other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  granting unto
said attorneys full power and authority to do and perform each and every act and
thing  requisite  and necessary to be done in and about the premises in order to
effectuate  the same as fully to all intents and  purposes as he or she might or
could do if personally  present,  hereby  ratifying and confirming all that said
attorney in fact and agent may lawfully do or cause to be done by virtue hereof.

<TABLE>

<CAPTION>


Signature                                            Title                                                Date

<S>                                         <C>                                                      <C>

/s/ Raymond J. Milchovich                   Chairman, President, Chief Executive Officer             May 22, 2002
------------------------------------        and Director (Principal Executive Officer)
Raymond J. Milchovich


/s/ Robert D. Iseman                        Vice President and Treasurer                             May 22, 2002
------------------------------------        (Acting Principal Financial Officer)
Robert D. Iseman


/s/ Thomas J. Mazza                         Vice President and Controller                            May 22, 2002
------------------------------------        (Principal Accounting Officer)
Thomas J. Mazza


/s/ Eugene D. Atkinson                      Director                                                 May 22, 2002
------------------------------------
Eugene D. Atkinson


/s/ John P. Clancey                         Director                                                 May 22, 2002
------------------------------------
John P. Clancey


                                       4

<PAGE>



Signature                                            Title                                                Date


/s/ David J. Farris                         Director                                                 May 22, 2002
------------------------------------
David J. Farris


/s/ E. James Ferland                        Director                                                 May 22, 2002
------------------------------------
E. James Ferland


/s/ Martha Clark Goss                       Director                                                 May 22, 2002
------------------------------------
Martha Clark Goss


/s/ Victor A. Hebert                        Director                                                 May 22, 2002
------------------------------------
Victor A. Hebert


/s/ Constance J. Horner                     Director                                                 May 22, 2002
------------------------------------
Constance J. Horner


/s/ Joseph J. Melone                        Director                                                 May 22, 2002
------------------------------------
Joseph J. Melone


/s/ James E. Schessler                      Senior Vice President and Director                       May 22, 2002
------------------------------------
James E. Schessler


/s/ John E. Stuart                          Director                                                 May 22, 2002
------------------------------------
John E. Stuart


</TABLE>


                                       5


<PAGE>


                                  EXHIBIT INDEX




     Number       Description

       5          Opinion of Conyers Dill & Pearman regarding legality.

       23.1       Consent of Independent Accountants.

       23.2       Consent of Conyers Dill & Pearman (included in Exhibit 5
                  hereto).

       24.1       Power of Attorney (included on the signature page to this
                  Registration Statement).

       99.1       The 1995 Stock Option Plan of Foster Wheeler Inc. as Amended
                  and Restated May 22, 2002.




                                       6
[{"type": "S-8", "sequence": "1", "filename": "s_8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18519}]
{"company-data": {"conformed-name": "FOSTER WHEELER LTD", "cik": "0001130385", "assigned-sic": "1600", "irs-number": "000000000", "state-of-incorporation": "D0", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88912", "film-number": "02661035"}, "business-address": {"street1": "PERRYVILLE CORPORATE PARK", "street2": "SERVICE ROAD EST 173", "city": "CLINTON", "state": "NJ", "zip": "08809", "phone": "9087304270"}}
As filed with the Securities and Exchange Commission on May 23, 2002.

                                                          Registration No.  333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               FOSTER WHEELER LTD.
             (Exact name of Registrant as specified in its charter)

            Bermuda                                               22-3802649
  --------------------------------                           -------------------
   (State or other jurisdiction                               (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

                            Perryville Corporate Park
                         Clinton, New Jersey 08809-4000
                    (Address of principal executive offices)

                  1995 Stock Option Plan of Foster Wheeler Inc.
                            (Full title of the plan)

                             THOMAS R. O'BRIEN, ESQ.
                    General Counsel and Senior Vice President
                            Perryville Corporate Park
                         Clinton, New Jersey 08809-4000
                     (Name and address of agent for service)

                                 (908) 730-4020
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------- -------------------------- ----------------------- --------------------- --------------------
Proposed
                                                                         Proposed                Maximum
                                                Amount                    Maximum               Aggregate             Amount of
                                                  to be              Offering Price Per          Offering            Registration
Title of Securities to be registered          Registered                 Share (1)              Price (1)                Fee
-------------------------------------- -------------------------- ----------------------- --------------------- --------------------

Common Shares, $1.00 par                       2,000,000                  $1.77                $3,540,000             $325.68
 value per share (3)                          shares (2)
-------------------------------------- -------------------------- ----------------------- --------------------- --------------------
(1)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with the provisions of Rule 457(c),  and based upon the average
     of the high and low  prices  of the  common  shares  on the New York  Stock
     Exchange on May 20, 2002.
(2)  This  Registration  Statement also covers such additional  shares of common
     shares as may be issuable pursuant to anti-dilution provisions.
(3)  The Registrant is also  registering  the preferred  share  purchase  rights
     which are  attached  to the  shares of the  Registrant's  Common  Shares as
     provided  by the Rights  Agreement  dated as of May 21,  2001  between  the
     Registrant and Mellon Investor Services LLC, as Rights Agent.
REGISTRATION OF ADDITIONAL SHARES

          The Registrant files this Registration  Statement in order to register
2,000,000  additional  common shares of the Registrant to be issued  pursuant to
the 1995 Stock  Option Plan of Foster  Wheeler  Inc., a  wholly-owned,  indirect
subsidiary of Foster Wheeler Ltd.

          Pursuant to  Instruction  E to Form S-8,  the  relevant  opinions  and
consents are hereby provided,  and the registrant pays the additional filing fee
required in respect of the additional shares.

PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Information  required  by  Part I of Form  S-8 is  omitted  from  this
Registration  Statement in accordance  with Rule 428 under the Securities Act of
1933, as amended ("Securities Act"), and the Note to Part I of Form S-8.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          The  registrant  hereby   incorporates  the  following   documents  by
reference:

          (a)  The Registrant's Registration Statement on Form S-8 filed on June
               1, 1995 (Reg. No. 33-59739);

          (b)  The  Registrant's  Registration  Statement  on Form S-8  filed on
               April 27, 1999 (Reg. No. 333-77125);

          (c)  The Registrant's Registration Statement on Form S-8 filed on June
               27, 2001 (Reg. No. 003-59739);

          (d)  The Registrant's  Annual Report on Form 10-K filed for year ended
               December 28, 2001 filed on April 12, 2002;

          (e)  The  Registrant's  Quarterly  Report  on Form  10-Q for the first
               quarter ended March 29, 2002, filed on May 13, 2002;

          (f)  The Registrant's Current Reports on Form 8-K filed on January 10,
               2002, January 14, 2002, January 29, 2002, March 8, 2002, April 2,
               2002, April 3, 2002, and April 15, 2002;

          (g)  The description of the  Registrant's  Common Shares  contained in
               its Current Report on Form 8-K, filed on April 12, 2002;

          (h)  The  description  of the  Registrant's  Preferred  Share Purchase
               Rights contained in the  Registrant's  Current Report on Form 8-K
               filed on May 25, 2001; and

          (i)  The  Registrant's  Registration  Statement  on Form 8-A  filed on
               April 26, 2002 (file number 001-31305).

          All reports and other documents  subsequently  filed by the Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of  1934,  as  amended  ("Exchange  Act"),   subsequent  to  the  date  of  this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  offered  hereby  have been sold or which
de-registers all securities remaining unsold, shall be deemed to be incorporated
by reference  herein and to be a part hereof from the date of the filing of such
reports and documents.

                                       1
ITEM 4.   DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Pursuant to the  provisions of the Companies Act 1981 of Bermuda,  the
Company has adopted provisions in its bye-laws which require that the Directors,
Secretary and other Officers (such term to include, for the purposes of bye-laws
27 and 28,  any Person  appointed  to any  committee  of the Board) for the time
being acting in relation to any of the affairs of the Company and the liquidator
of trustees (if any) for the time being acting in relation to any of the affairs
of the Company and every one of them, their heirs, executors and administrators,
shall be indemnified and secured  harmless out of the assets of the Company from
and against all liabilities, losses, actions damages or expenses (including, but
not limited to,  liabilities under contract,  tort and statute or any applicable
foreign law or regulation and all reasonable  legal and other costs and expenses
properly  payable)  which  they  or any  of  them,  their  heirs,  executors  or
administrators,  shall or may incur or  sustain by or by reason of any act done,
concurred  in or omitted in or about the  execution  of their duty,  or supposed
duty,  or in their  respective  offices  or  trusts,  and none of them  shall be
answerable for the acts, receipts, neglects or defaults of the others of them or
for joining in any  receipts for the sake of  conformity,  or for any bankers or
other Persons with whom any moneys or effects  belonging to the Company shall or
may be lodged or deposited for safe custody,  or for insufficiency or deficiency
of any security  upon which any moneys of or  belonging to the Company  shall be
placed out on or invested, or for any other loss, misfortune or damage which may
happen in the execution of their  respective  offices or trusts,  or in relation
thereto,  provided that this indemnity shall not extend to any matter that would
render it void by the operation of any  applicable  law in respect of any fraud,
dishonesty or willful  misconduct  which  misconduct  which may attach to any of
said  persons.  The  indemnity  in bye-law 27 extends to any Person  acting as a
Director,  Secretary or other  Officer in the  reasonable  belief that they have
been  appointed or elected,  notwithstanding  any defect in such  appointment or
election.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   EXHIBITS

          Exhibit No.        Description

          5                  Opinion of Conyers Dill & Pearman  regarding
                             legality.

          23.1               Consent of Independent Accountants.

          23.2               Consent of Conyers Dill & Pearman (included in
                             Exhibit 5 hereto).

          24.1               Power of Attorney (included on the signature page
                             to this Registration Statement).

          99.1               The 1995 Stock Option Plan of Foster Wheeler Inc.
                             as Amended and Restated as of May 22, 2002.

                                       2
ITEM 9.   UNDERTAKINGS

a)   The Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  Registration  Statement or any material
          change to such information in the Registration Statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  Registration  Statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities   being  registered  that  remain  unsold  at  the
          termination of the offering.

b)   The Registrant  hereby  undertakes  that,  for purposes of determining  any
     liability under the Securities Act, each filing of the Registrant's  annual
     report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
     where  applicable,  each filing of an employee benefit plan's annual report
     pursuant to Section  15(d) of the  Exchange  Act) that is  incorporated  by
     reference  in this  Registration  Statement  shall  be  deemed  to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

c)   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing   provisions  or  otherwise,   the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities Act and is,  therefore,  unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the  Registrant of expenses  incurred or paid by a director,
     officer or controlling  person of the Registrant in the successful  defense
     of any action,  suite or proceeding) is asserted by such director,  officer
     or controlling  person in connection with the securities being  registered,
     the  Registrant  will,  unless in the opinion of its counsel the matter has
     been settled by  controlling  precedent,  submit to a court of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                       3
SIGNATURES

          Pursuant to the  requirements  of the Securities  Act, the Registrant,
Foster Wheeler Ltd., certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Town of Clinton,  Hunterdon County, State of New Jersey
on the 22 day of May, 2002.

                                FOSTER WHEELER LTD.

                                By: /s/ Lisa Fries Gardner
                                    --------------------------------------------
                                    Lisa Fries Gardner
                                    Vice President and Secretary

          Pursuant  to the  requirements  of the  Securities  Act of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
hereby  constitutes  and  appoints  Lisa  Fries  Gardner,   Vice  President  and
Secretary,  his or her true and lawful attorney in fact and agent for him or her
and on his or her behalf and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration Statement,  and to file the same, with exhibits and any and
all other documents filed with respect thereto, with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  granting unto
said attorneys full power and authority to do and perform each and every act and
thing  requisite  and necessary to be done in and about the premises in order to
effectuate  the same as fully to all intents and  purposes as he or she might or
could do if personally  present,  hereby  ratifying and confirming all that said
attorney in fact and agent may lawfully do or cause to be done by virtue hereof.
Signature                                            Title                                                Date
/s/ Raymond J. Milchovich                   Chairman, President, Chief Executive Officer             May 22, 2002
------------------------------------        and Director (Principal Executive Officer)
Raymond J. Milchovich

/s/ Robert D. Iseman                        Vice President and Treasurer                             May 22, 2002
------------------------------------        (Acting Principal Financial Officer)
Robert D. Iseman

/s/ Thomas J. Mazza                         Vice President and Controller                            May 22, 2002
------------------------------------        (Principal Accounting Officer)
Thomas J. Mazza

/s/ Eugene D. Atkinson                      Director                                                 May 22, 2002
------------------------------------
Eugene D. Atkinson

/s/ John P. Clancey                         Director                                                 May 22, 2002
------------------------------------
John P. Clancey

                                       4
Signature                                            Title                                                Date

/s/ David J. Farris                         Director                                                 May 22, 2002
------------------------------------
David J. Farris

/s/ E. James Ferland                        Director                                                 May 22, 2002
------------------------------------
E. James Ferland

/s/ Martha Clark Goss                       Director                                                 May 22, 2002
------------------------------------
Martha Clark Goss

/s/ Victor A. Hebert                        Director                                                 May 22, 2002
------------------------------------
Victor A. Hebert

/s/ Constance J. Horner                     Director                                                 May 22, 2002
------------------------------------
Constance J. Horner

/s/ Joseph J. Melone                        Director                                                 May 22, 2002
------------------------------------
Joseph J. Melone

/s/ James E. Schessler                      Senior Vice President and Director                       May 22, 2002
------------------------------------
James E. Schessler

/s/ John E. Stuart                          Director                                                 May 22, 2002
------------------------------------
John E. Stuart
5
EXHIBIT INDEX

     Number       Description

       5          Opinion of Conyers Dill & Pearman regarding legality.

       23.1       Consent of Independent Accountants.

       23.2       Consent of Conyers Dill & Pearman (included in Exhibit 5
                  hereto).

       24.1       Power of Attorney (included on the signature page to this
                  Registration Statement).

       99.1       The 1995 Stock Option Plan of Foster Wheeler Inc. as Amended
                  and Restated May 22, 2002.

                                       6