SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/24/2004	3. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER LTD [ FWHLF.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/13/2004
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, $1.00 par value	7,454,819(1)	I	By Subsidiary(2)(3)
Series B Convertible Preferred Shares, $1.00 par value	74,565(4)	I	By Subsidiary(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Warrants	09/24/2005	09/24/2009	Series B Convertible Preferred Shares, $1.00 par value(5)	10.36(6)	$609.57	I	By Subsidiary(2)
Class B Warrants	09/24/2005	09/24/2007	Series B Convertible Preferred Shares, $1.00 par value(7)	0.03(8)	$609.57	I	By Subsidiary(2)

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP GLOBAL MARKETS HOLDINGS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP FINANCIAL PRODUCTS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP GLOBAL MARKETS INC (Last) (First) (Middle) 388 GREENWICH STREET (Street) NEW YORK NY 10013 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CITIGROUP INVESTMENTS INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tribeca Global Management LLC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Common Shares ("Common") reported in Table I represent (i) 7,424,684 Common directly beneficially owned by Citigroup Global Markets Inc ("CGM") and (ii) 30,135 Common directly beneficially owned by Tribeca Global Management LLC ("Tribeca").

2. Citigroup Financial Products Inc. ("CFP") is the sole stockholder of CGM. Citigroup Global Markets Holdings Inc. ("CGM Holdings") is the sole stockholder of CFP. Citigroup Inc. ("Citigroup") is the sole stockholder of CGM Holdings. CFP, CGM Holdings and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.

3. Citigroup Investments Inc. ("CII") is the sole member of Tribeca. Citigroup is the sole stockholder of CII. CII and Citigroup disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interests therein.

4. The Series B Convertible Preferred Shares ("Preferred") in Table I represent (i) 69,953 Preferred directly beneficially owned by CGM and (ii) 4,612 Preferred directly beneficially owned by Tribeca. See also General Remarks.

5. In the event that certain shareholder approvals described under "General Remarks" below are not obtained at the shareholders' meeting to be held on November 29, 2004, Class A Warrants allow the holders to purchase Preferred. If such approvals are obtained at the shareholders' meeting, Class A Warrants allow the holders to purchase Common.

6. The Class A Warrants reported in Table II represent 400 Class A Warrants directly beneficially owned by CGM.

7. In the event that certain shareholder approvals described under "General Remarks" below are not obtained at the shareholders' meeting to be held on November 29, 2004, Class B Warrants allow the holders to purchase Preferred. If such approvals are obtained at the shareholders' meeting, Class B Warrants allow the holders to purchase Common.

8. The Class B Warrants reported in Table II represent 29 Class B Warrants directly beneficially owned by CGM.

Remarks:

This Amendment No. 2 to the Initial Statement of Beneficial Ownership of Securities on Form 3 amends the Form 3 filed on October 13, 2004 and Amendment No. 1 filed on December 6, 2004. Each Preferred reported herein will be optionally convertible into 1,300 Common if, as and when the par value of Foster Wheeler Ltd.'s shares is reduced from $1.00 per share to $0.01 per share, and the number of authorized Common of Foster Wheeler Ltd. is increased from 160 million to at least 1,475.9 million, subject to adjustment for certain dilutive events. Foster Wheeler Ltd. intends to hold a general meeting of its voting shareholders to effect these alterations to capital on November 29, 2004. Prior to becoming convertible, the Preferred will vote on an as-converted basis together with the Common as a single class, except in limited circumstances. If and when the Preferred become convertible at each holder's option, the Preferred will cease to vote except in limited circumstances as required under Bermuda law and Foster Wheeler Ltd.'s by-laws.

	Citigroup Inc., By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Global Markets Holdings Inc., By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Financial Products, By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Global Markets Inc., By: /s/ Serena D. Moe, Assistant Secretary	01/07/2005
	Citigroup Investments Inc., By: /s/ Millie Kim, Secretary	01/07/2005
	Tribeca Global Management LLC, By: /s/ Andrew E. Feldman, Assistant Secretary	01/07/2005
	** Signature of Reporting Person	Date
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