As filed with the Securities and Exchange Commission on April 27, 1999.
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                           -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                   THE SECURITIES ACT OF 1933
                            -------------------------

                           FOSTER WHEELER CORPORATION
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

                 New York                            13-1855904
            -----------------                 ---------------------
         (State or other jurisdiction            (I.R.S. Employer
       of incorporation or organization)       Identification Number)

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

                           FOSTER WHEELER CORPORATION
                             1995 STOCK OPTION PLAN
                           --------------------------
                            (Full title of the Plan)

                             Thomas R. O'Brien, Esq.
                    Senior Vice President and General Counsel
                            Perryville Corporate Park
                         Clinton, New Jersey 08809-4000
                     ---------------------------------------
                     (Name and Address of Agent for Service)

                                 (908) 730-4020
        -----------------------------------------------------
                     (Telephone number of Agent for Service)


This document  consists of 11 sequentially  numbered pages. The Exhibit Index is
contained on page 7.

                                    page one
<PAGE>

          CALCULATION OF REGISTRATION FEE

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

Common Stock, $1.00 par                1,800,000          $15.50
value, including Preferred             shares (2)
Stock Purchase Rights

        (TABLE CONTINUED)

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

Common Stock,                     $27,900,000               $7,756.20
$1.00 par value,
including Preferred Stock
Purchase Rights

(1)      Estimated solely for the purpose of calculating the  registration  fee,
         and based upon the  average  of the high and low  market  prices of the
         Common Stock on the New York Stock Exchange on April 23, 1999.

(2)      This  Registration  Statement  also  covers such  additional  shares of
         Common Stock as may be issuable pursuant to anti-dilution provisions.


                                    page two
<PAGE>



REGISTRATION OF ADDITIONAL SHARES

         The registrant files this  registration  statement in order to register
1,800,000  additional  shares of  common  stock of the  registrant  to be issued
pursuant to the registrant's 1995 Stock Option Plan.

         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.


ITEM 3.  INCORPORATION 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  Annual  Report on Form 10-K filed for the fiscal
year ended December 25, 1998;

         (c) The description of the  registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Amendment to Form 8-A filed on June 1,
1995 under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (d) The description of the registrant's Preferred Stock Purchase Rights
contained in the registrant's  Registration  Statement on Form 8-A dated October
2, 1987, as amended by Amendment No. 1 filed on Form 8-A/A on October 1, 1997.

         All reports and other  documents  subsequently  filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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.


                                   page three
<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock offered under the Plan has been passed
upon for the registrant by Thomas R. O'Brien,  Esq.,  Perryville Corporate Park,
Clinton, New Jersey 08809-4000, Senior Vice President and General Counsel of the
registrant.  As of March 31, 1999, Mr. O'Brien is the beneficial  owner of 5,800
unlegended shares of Common Stock, 773 shares of legended Common Stock and holds
options to acquire 71,667 shares of Common Stock.

COMMISSION POSITION ON INDEMNIFICATION

         Insofar  as  indemnification  for  liabilities  arising  under the U.S.
Securities Act of 1933, as amended (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,  suit 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.


                                   page four
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Act, the  registrant,
Foster Wheeler Corporation,  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,  State of New Jersey on the
27th day of April, 1999.

                                         Foster Wheeler Corporation

                                         By  Richard J. Swift *
                                         -----------------------------------
                                         Richard J. Swift, Chairman, President,
                                         Chief Executive Officer and Director
                                         (Principal Executive Officer)

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated, on April 27, 1999.

Signature                        Title
---------                        -----
                                 Chairman, President, Chief Executive
                                 Officer and Director (Principal
Richard J. Swift *               Executive Officer)
----------------------------
                                 Vice Chairman, Chief Financial
                                 Officer and Director (Principal
David J. Roberts *               Financial Officer)
----------------------------
                                 Vice President and Controller (Principal
George S. White *                Accounting Officer)
----------------------------

Eugene D. Atkinson *             Director
----------------------------

Louis E. Azzato *                Director
----------------------------

John P. Clancey                  Director
----------------------------

David E. Farris *                Director
----------------------------

E. James Ferland *               Director
----------------------------


                                   page five
<PAGE>
Martha Clark Goss *              Director
----------------------------

Constance J. Horner *            Director
----------------------------

Joseph J. Melone *               Director
----------------------------

John E. Stuart *                 Director
----------------------------

* Executed on behalf of the persons indicated above by Lisa Fries Gardner,  duly
appointed attorney-in-fact.  A copy of such Power of Attorney is attached hereto
as Exhibit 24.

                                        /S/ Lisa Fries Gardner
                                        ---------------------
                                        By: Lisa Fries Gardner
                                        (Attorney-in-fact)


                                    page six
<PAGE>


                                  EXHIBIT INDEX

Number    Description                                         Page
------    -----------                                         ----

 5       Legal Opinion of Counsel                              8

 23a     Consent of PriceWaterhouseCoopers LLP                 9

 23b     Consent of Counsel - Contained in Exhibit 5

 24      Power of Attorney                                    10


                                   page seven
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 10804}]
{"company-data": {"conformed-name": "FOSTER WHEELER CORP", "cik": "0000038321", "assigned-sic": "1600", "irs-number": "131855904", "state-of-incorporation": "NY", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77125", "film-number": "99602080"}, "business-address": {"street1": "PERRYVILLE CORPORATE PARK", "street2": "SERVICE ROAD EST 173", "city": "CLINTON", "state": "NJ", "zip": "08809", "phone": "9087304090"}}
As filed with the Securities and Exchange Commission on April 27, 1999.
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                           -------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                   THE SECURITIES ACT OF 1933
                            -------------------------

                           FOSTER WHEELER CORPORATION
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

                 New York                            13-1855904
            -----------------                 ---------------------
         (State or other jurisdiction            (I.R.S. Employer
       of incorporation or organization)       Identification Number)

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

                           FOSTER WHEELER CORPORATION
                             1995 STOCK OPTION PLAN
                           --------------------------
                            (Full title of the Plan)

                             Thomas R. O'Brien, Esq.
                    Senior Vice President and General Counsel
                            Perryville Corporate Park
                         Clinton, New Jersey 08809-4000
                     ---------------------------------------
                     (Name and Address of Agent for Service)

                                 (908) 730-4020
        -----------------------------------------------------
                     (Telephone number of Agent for Service)

This document  consists of 11 sequentially  numbered pages. The Exhibit Index is
contained on page 7.

                                    page one
CALCULATION OF REGISTRATION FEE

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

Common Stock, $1.00 par                1,800,000          $15.50
value, including Preferred             shares (2)
Stock Purchase Rights

        (TABLE CONTINUED)

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

Common Stock,                     $27,900,000               $7,756.20
$1.00 par value,
including Preferred Stock
Purchase Rights

(1)      Estimated solely for the purpose of calculating the  registration  fee,
         and based upon the  average  of the high and low  market  prices of the
         Common Stock on the New York Stock Exchange on April 23, 1999.

(2)      This  Registration  Statement  also  covers such  additional  shares of
         Common Stock as may be issuable pursuant to anti-dilution provisions.

                                    page two
REGISTRATION OF ADDITIONAL SHARES

         The registrant files this  registration  statement in order to register
1,800,000  additional  shares of  common  stock of the  registrant  to be issued
pursuant to the registrant's 1995 Stock Option Plan.

         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.

ITEM 3.  INCORPORATION 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  Annual  Report on Form 10-K filed for the fiscal
year ended December 25, 1998;

         (c) The description of the  registrant's  Common Stock contained in the
registrant's  Registration  Statement  on Amendment to Form 8-A filed on June 1,
1995 under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

         (d) The description of the registrant's Preferred Stock Purchase Rights
contained in the registrant's  Registration  Statement on Form 8-A dated October
2, 1987, as amended by Amendment No. 1 filed on Form 8-A/A on October 1, 1997.

         All reports and other  documents  subsequently  filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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.

                                   page three
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the Common Stock offered under the Plan has been passed
upon for the registrant by Thomas R. O'Brien,  Esq.,  Perryville Corporate Park,
Clinton, New Jersey 08809-4000, Senior Vice President and General Counsel of the
registrant.  As of March 31, 1999, Mr. O'Brien is the beneficial  owner of 5,800
unlegended shares of Common Stock, 773 shares of legended Common Stock and holds
options to acquire 71,667 shares of Common Stock.

COMMISSION POSITION ON INDEMNIFICATION

         Insofar  as  indemnification  for  liabilities  arising  under the U.S.
Securities Act of 1933, as amended (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,  suit 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.

                                   page four
SIGNATURES

         Pursuant to the  requirements  of the Securities  Act, the  registrant,
Foster Wheeler Corporation,  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,  State of New Jersey on the
27th day of April, 1999.

                                         Foster Wheeler Corporation

                                         By  Richard J. Swift *
                                         -----------------------------------
                                         Richard J. Swift, Chairman, President,
                                         Chief Executive Officer and Director
                                         (Principal Executive Officer)

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement  has been  signed  below by the  following  persons in the  capacities
indicated, on April 27, 1999.

Signature                        Title
---------                        -----
                                 Chairman, President, Chief Executive
                                 Officer and Director (Principal
Richard J. Swift *               Executive Officer)
----------------------------
                                 Vice Chairman, Chief Financial
                                 Officer and Director (Principal
David J. Roberts *               Financial Officer)
----------------------------
                                 Vice President and Controller (Principal
George S. White *                Accounting Officer)
----------------------------

Eugene D. Atkinson *             Director
----------------------------

Louis E. Azzato *                Director
----------------------------

John P. Clancey                  Director
----------------------------

David E. Farris *                Director
----------------------------

E. James Ferland *               Director
----------------------------

                                   page five
Martha Clark Goss *              Director
----------------------------

Constance J. Horner *            Director
----------------------------

Joseph J. Melone *               Director
----------------------------

John E. Stuart *                 Director
----------------------------

* Executed on behalf of the persons indicated above by Lisa Fries Gardner,  duly
appointed attorney-in-fact.  A copy of such Power of Attorney is attached hereto
as Exhibit 24.

                                        /S/ Lisa Fries Gardner
                                        ---------------------
                                        By: Lisa Fries Gardner
                                        (Attorney-in-fact)

                                    page six
EXHIBIT INDEX

Number    Description                                         Page
------    -----------                                         ----

 5       Legal Opinion of Counsel                              8

 23a     Consent of PriceWaterhouseCoopers LLP                 9

 23b     Consent of Counsel - Contained in Exhibit 5

 24      Power of Attorney                                    10

                                   page seven