As filed with the Securities and Exchange Commission on November 27, 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)                                         Identification No.)

                            PERRYVILLE CORPORATE PARK
                         CLINTON, NEW JERSEY 08809-4000
--------------------------------------------------------------------------------
           (Address of Principal Executive Offices including zip code)

                         STOCK OPTION AGREEMENT BETWEEN
         FOSTER WHEELER INC. AND RAYMOND J. MILCHOVICH DATED OCTOBER 22,
                           2001 AND SEPTEMBER 24, 2002
--------------------------------------------------------------------------------

                            (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) 730-4000
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
----------------------------- ----------------------- ------------------- ---------------------------- -----------

                                                                           Proposed Maximum
                                                      Proposed Maximum    Aggregate Offering
   Title of Each Class of                               Offering Price       Price(2)              Amount of
 Securities To Be Registered            Amount          Per Share (2)                            Registration Fee
                                To Be Registered(1)
----------------------------- ----------------------- ------------------- -------------------- -------------------
----------------------------- ----------------------- ------------------- -------------------- -------------------

<S>                               <C>                        <C>               <C>                  <C>
 Common Shares, par value         2,300,000                  $1.26             $2,898,000           $266.62
     $1.00 per  share (3)
----------------------------- ----------------------- ------------------- -------------------- -------------------

------------------------------------------------------------------------------------------------------------------
<FN>

(1)   Pursuant to Rule 416, includes such additional indeterminate number of
      shares as may be issued pursuant to the anti-dilution provisions of the
      Plan.

(2)   Calculated in accordance with the provisions of Rule 457(c) using the
      average of the high and low prices of the Registrant's common shares as
      reported on the New York Stock Exchange on November 25, 2002.

(3)   The Registrant is also registering the preferred stock 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.
</FN>
</TABLE>


================================================================================
<PAGE>



                                     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 following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission ("Commission"), are
incorporated herein by reference and made a part hereof:

           (1)    Annual Report on Form 10-K/A-2 for the fiscal year ended
                  December 28, 2001, filed on November 18, 2002;

           (2)    Quarterly Report on Form 10-Q/A for the fiscal quarter ended
                  March 29, 2002, filed on November 25, 2002;

           (3)    Quarterly Report on Form 10-Q/A for the fiscal quarter ended
                  June 28, 2002, filed on November 19, 2002;

           (4)    Quarterly Report on Form 10-Q for the fiscal quarter ended
                  September 27, 2002, filed on November 12, 2002;

           (5)    Current Reports on Form 8-K filed on January 10, 2002, January
                  14, 2002, January 30, 2002, March 8, 2002, April 2, 2002,
                  April 3, 2002, April 5, 2002, April 15, 2002, July 16, 2002
                  (two reports filed), July 24, 2002, July 31, 2002, August 19,
                  2002 (two reports filed), August 23, 2002 and September 25,
                  2002;

           (6)    The description of Foster Wheeler Ltd.'s common shares
                  contained in Foster Wheeler Ltd.'s Current Report on Form 8-K,
                  filed on April 12, 2002;

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

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

           All reports and other documents 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 hereto which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.





<PAGE>


           For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed comment which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.    DESCRIPTION OF SECURITIES.
           -------------------------

           The class of securities to be offered by this Registration Statement
is registered under Section 12 of the Exchange Act.

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
or trustees (if any) for the time being acting in relation to any of the affairs
of the Company and every one of them, and 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
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 to the Registrant regarding
                  legality.






                                      -2-
<PAGE>


           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   Employment Agreement between Foster Wheeler Ltd. and Raymond
                  J. Milchovich, dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.1 of Foster Wheeler Ltd.'s Quarterly
                  Report on Form 10-Q for the Quarter ended September 28, 2001,
                  filed on November 13, 2001.
           99.2   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.13 of Foster Wheeler Ltd.'s Form 10-K
                  for the fiscal year ended December 28, 2001, filed on April
                  12, 2002.
           99.3   First Amendment to the Employment Agreement between Foster
                  Wheeler Ltd. and Raymond J. Milchovich dated September 13,
                  2002, incorporated by reference to Exhibit 10.1 of Foster
                  Wheeler Ltd.'s Form 8-K, filed on September 25, 2002.
           99.4   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of September 24, 2002, incorporated by
                  reference to Exhibit 10.2 of Foster Wheeler Ltd.'s Form 8-K,
                  filed on September 25, 2002.

Item 9.    UNDERTAKINGS.
           ------------

           (a)       The undersigned 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 which remain unsold at the
termination of the offering.

           (b) The undersigned 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 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




                                      -3-
<PAGE>




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.






                                      -4-
<PAGE>


                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Foster Wheeler Ltd., certifies that it has reasonable grounds to
believe that it meets all 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 this 26th day of November 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.

     SIGNATURES                        TITLE                       DATE
     ----------                        -----                       ----


/S/ RAYMOND J. MILCHOVICH       Chairman of the Board,         November 26, 2002
-------------------------       President Chief Executive      -----------------
Raymond J. Milchovich           Officer and Director
                                (Principal Executive Officer)


/S/ JOSEPH T. DOYLE             Senior Vice President and      November 26, 2002
-------------------------       Chief Financial Officer        -----------------
Joseph T. Doyle                 (Principal Financial Officer
                                and Principal Accounting Officer)


/S/ BRIAN K. FERRAIOLI          Vice President and Controller  November 26, 2002
-------------------------                                      -----------------
Brian K. Ferraioli








                                      -5-
<PAGE>





/S/ EUGENE D. ATKINSON          Director                       November 26, 2002
-------------------------                                      -----------------
Eugene D. Atkinson

                                                               November 26, 2002
/S/ JOHN P. CLANCEY             Director                       -----------------
-------------------------
John P. Clancey


/S/ DAVID J. FARRIS             Director                       November 26, 2002
-------------------------                                      -----------------
David J. Farris


/S/ E. JAMES FERLAND            Director                       November 26, 2002
-------------------------                                      -----------------
E. James Ferland


/S/ MARTHA CLARK GOSS           Director                       November 26, 2002
-------------------------                                      -----------------
Martha Clark Goss


/S/ VICTOR A. HEBERT            Director                       November 26, 2002
-------------------------                                      -----------------
Victor A. Hebert


/S/ CONSTANCE J. HORNER         Director                       November 26, 2002
--------------------------                                     -----------------
Constance J. Horner


/S/ JOSEPH J. MELONE            Director                       November 26, 2002
-------------------------                                      -----------------
Joseph J. Melone


/S/ JOHN E. STUART              Director                       November 26, 2002
-------------------------                                      -----------------
John E. Stuart


/S/ JAMES D. WOODS              Director                       November 26, 2002
-------------------------                                      -----------------
James D. Woods






                                      -6-
<PAGE>


                                  EXHIBIT INDEX


NUMBER                                  ITEM



           5.     Opinion of Conyers Dill & Pearman to the Registrant 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   Employment Agreement between Foster Wheeler Ltd. and Raymond
                  J. Milchovich, dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.1 of Foster Wheeler Ltd.'s Quarterly
                  Report on Form 10-Q for the Quarter ended September 28, 2001,
                  filed on November 13, 2001.

           99.2   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.13 of Foster Wheeler Ltd.'s Form 10-K
                  for the fiscal year ended December 28, 2001, filed on April
                  12, 2002.

           99.3   First Amendment to the Employment Agreement between Foster
                  Wheeler Ltd. and Raymond J. Milchovich dated September 13,
                  2002, incorporated by reference to Exhibit 10.1 of Foster
                  Wheeler Ltd.'s Form 8-K filed, on September 25, 2002.

           99.4   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of September 24, 2002, incorporated by
                  reference to Exhibit 10.2 of Foster Wheeler Ltd.'s Form 8-K,
                  filed on September 25, 2002.





                                      -7-
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "t25020.txt", "description": "REGISTRATION OF SECURITIES", "secsgml_size_bytes": 21881}]
{"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": "333-101524", "film-number": "02842987"}, "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 November 27, 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)                                         Identification No.)

                            PERRYVILLE CORPORATE PARK
                         CLINTON, NEW JERSEY 08809-4000
--------------------------------------------------------------------------------
           (Address of Principal Executive Offices including zip code)

                         STOCK OPTION AGREEMENT BETWEEN
         FOSTER WHEELER INC. AND RAYMOND J. MILCHOVICH DATED OCTOBER 22,
                           2001 AND SEPTEMBER 24, 2002
--------------------------------------------------------------------------------

                            (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) 730-4000
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
----------------------------- ----------------------- ------------------- ---------------------------- -----------

                                                                           Proposed Maximum
                                                      Proposed Maximum    Aggregate Offering
   Title of Each Class of                               Offering Price       Price(2)              Amount of
 Securities To Be Registered            Amount          Per Share (2)                            Registration Fee
                                To Be Registered(1)
----------------------------- ----------------------- ------------------- -------------------- -------------------
----------------------------- ----------------------- ------------------- -------------------- -------------------
Common Shares, par value         2,300,000                  $1.26             $2,898,000           $266.62
     $1.00 per  share (3)
----------------------------- ----------------------- ------------------- -------------------- -------------------

------------------------------------------------------------------------------------------------------------------
(1)   Pursuant to Rule 416, includes such additional indeterminate number of
      shares as may be issued pursuant to the anti-dilution provisions of the
      Plan.

(2)   Calculated in accordance with the provisions of Rule 457(c) using the
      average of the high and low prices of the Registrant's common shares as
      reported on the New York Stock Exchange on November 25, 2002.

(3)   The Registrant is also registering the preferred stock 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.
================================================================================
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 following documents, which previously have been filed by the
Registrant with the Securities and Exchange Commission ("Commission"), are
incorporated herein by reference and made a part hereof:

           (1)    Annual Report on Form 10-K/A-2 for the fiscal year ended
                  December 28, 2001, filed on November 18, 2002;

           (2)    Quarterly Report on Form 10-Q/A for the fiscal quarter ended
                  March 29, 2002, filed on November 25, 2002;

           (3)    Quarterly Report on Form 10-Q/A for the fiscal quarter ended
                  June 28, 2002, filed on November 19, 2002;

           (4)    Quarterly Report on Form 10-Q for the fiscal quarter ended
                  September 27, 2002, filed on November 12, 2002;

           (5)    Current Reports on Form 8-K filed on January 10, 2002, January
                  14, 2002, January 30, 2002, March 8, 2002, April 2, 2002,
                  April 3, 2002, April 5, 2002, April 15, 2002, July 16, 2002
                  (two reports filed), July 24, 2002, July 31, 2002, August 19,
                  2002 (two reports filed), August 23, 2002 and September 25,
                  2002;

           (6)    The description of Foster Wheeler Ltd.'s common shares
                  contained in Foster Wheeler Ltd.'s Current Report on Form 8-K,
                  filed on April 12, 2002;

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

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

           All reports and other documents 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 hereto which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
For purposes of this Registration Statement, any statement contained
in a document incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed comment which also is or is
deemed to be incorporated herein by reference modifies or supersedes such
statement in such document. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.    DESCRIPTION OF SECURITIES.
           -------------------------

           The class of securities to be offered by this Registration Statement
is registered under Section 12 of the Exchange Act.

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
or trustees (if any) for the time being acting in relation to any of the affairs
of the Company and every one of them, and 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
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 to the Registrant regarding
                  legality.

                                      -2-
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   Employment Agreement between Foster Wheeler Ltd. and Raymond
                  J. Milchovich, dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.1 of Foster Wheeler Ltd.'s Quarterly
                  Report on Form 10-Q for the Quarter ended September 28, 2001,
                  filed on November 13, 2001.
           99.2   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.13 of Foster Wheeler Ltd.'s Form 10-K
                  for the fiscal year ended December 28, 2001, filed on April
                  12, 2002.
           99.3   First Amendment to the Employment Agreement between Foster
                  Wheeler Ltd. and Raymond J. Milchovich dated September 13,
                  2002, incorporated by reference to Exhibit 10.1 of Foster
                  Wheeler Ltd.'s Form 8-K, filed on September 25, 2002.
           99.4   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of September 24, 2002, incorporated by
                  reference to Exhibit 10.2 of Foster Wheeler Ltd.'s Form 8-K,
                  filed on September 25, 2002.

Item 9.    UNDERTAKINGS.
           ------------

           (a)       The undersigned 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 which remain unsold at the
termination of the offering.

           (b) The undersigned 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 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

                                      -3-
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.

                                      -4-
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Foster Wheeler Ltd., certifies that it has reasonable grounds to
believe that it meets all 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 this 26th day of November 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.

     SIGNATURES                        TITLE                       DATE
     ----------                        -----                       ----

/S/ RAYMOND J. MILCHOVICH       Chairman of the Board,         November 26, 2002
-------------------------       President Chief Executive      -----------------
Raymond J. Milchovich           Officer and Director
                                (Principal Executive Officer)

/S/ JOSEPH T. DOYLE             Senior Vice President and      November 26, 2002
-------------------------       Chief Financial Officer        -----------------
Joseph T. Doyle                 (Principal Financial Officer
                                and Principal Accounting Officer)

/S/ BRIAN K. FERRAIOLI          Vice President and Controller  November 26, 2002
-------------------------                                      -----------------
Brian K. Ferraioli

                                      -5-
/S/ EUGENE D. ATKINSON          Director                       November 26, 2002
-------------------------                                      -----------------
Eugene D. Atkinson

                                                               November 26, 2002
/S/ JOHN P. CLANCEY             Director                       -----------------
-------------------------
John P. Clancey

/S/ DAVID J. FARRIS             Director                       November 26, 2002
-------------------------                                      -----------------
David J. Farris

/S/ E. JAMES FERLAND            Director                       November 26, 2002
-------------------------                                      -----------------
E. James Ferland

/S/ MARTHA CLARK GOSS           Director                       November 26, 2002
-------------------------                                      -----------------
Martha Clark Goss

/S/ VICTOR A. HEBERT            Director                       November 26, 2002
-------------------------                                      -----------------
Victor A. Hebert

/S/ CONSTANCE J. HORNER         Director                       November 26, 2002
--------------------------                                     -----------------
Constance J. Horner

/S/ JOSEPH J. MELONE            Director                       November 26, 2002
-------------------------                                      -----------------
Joseph J. Melone

/S/ JOHN E. STUART              Director                       November 26, 2002
-------------------------                                      -----------------
John E. Stuart

/S/ JAMES D. WOODS              Director                       November 26, 2002
-------------------------                                      -----------------
James D. Woods

                                      -6-
EXHIBIT INDEX

NUMBER                                  ITEM

           5.     Opinion of Conyers Dill & Pearman to the Registrant 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   Employment Agreement between Foster Wheeler Ltd. and Raymond
                  J. Milchovich, dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.1 of Foster Wheeler Ltd.'s Quarterly
                  Report on Form 10-Q for the Quarter ended September 28, 2001,
                  filed on November 13, 2001.

           99.2   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of October 22, 2001, incorporated by
                  reference to Exhibit 10.13 of Foster Wheeler Ltd.'s Form 10-K
                  for the fiscal year ended December 28, 2001, filed on April
                  12, 2002.

           99.3   First Amendment to the Employment Agreement between Foster
                  Wheeler Ltd. and Raymond J. Milchovich dated September 13,
                  2002, incorporated by reference to Exhibit 10.1 of Foster
                  Wheeler Ltd.'s Form 8-K filed, on September 25, 2002.

           99.4   Stock Option Agreement between Foster Wheeler Inc. and Raymond
                  J. Milchovich dated as of September 24, 2002, incorporated by
                  reference to Exhibit 10.2 of Foster Wheeler Ltd.'s Form 8-K,
                  filed on September 25, 2002.

                                      -7-