SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CITIGROUP INC (Last) (First) (Middle) 399 PARK AVENUE (Street) NEW YORK NY 10043 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER LTD [ FWHLF.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks.
	3. Date of Earliest Transaction (Month/Day/Year) 02/07/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, $0.01 par value	02/07/2005		S		166,419	D	$16.46	4,157,155(1)	I	By Subsidiary(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Shares, $0.01 par value	(4)							11/29/2004	(5)	Common Shares, $0.01 par value	260		4(6)	I	By Subsidiary(2)
Class A Warrants	$9.378							09/24/2005	09/24/2009	Common Shares, $0.01 par value	674		400(7)	I	By Subsidiary(2)
Class B Warrants	$9.378							09/24/2005	09/24/2007	Common Shares, $0.01 par value	2		29(8)	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 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

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 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

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 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

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 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

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 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

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 10% Owner Officer (give title below) X Other (specify below) See General Remarks.

Explanation of Responses:

1. The Common Shares, $0.01 par value ("Common"), reported in Table I represent (i) 4,000,000 Common directly beneficially owned by Citigroup Global Markets Inc. ("CGM") and (ii) 157,155 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 interest therein.

4. The Series B Convertible Preferred Shares, $0.01 par value ("Preferred"), are convertible at a rate of 1 Preferred for 65 Common.

5. There is no expiration date on the right to convert Preferred into Common.

6. The Preferred reported in Table II represent 4 Preferred directly beneficially owned by CGM.

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

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

Remarks:

Although the Reporting Persons were previously the beneficial owners of more than 10% of the Issuer's securities ("10% Owners"), as a result of the transaction reported herein, the Reporting Persons are no longer 10% Owners.

	Citigroup Inc., By: /s/ Serena D. Moe, Assistant Secretary	02/09/2005
	Citigroup Global Markets Holdings Inc., By: /s/ Serena D. Moe, Assistant Secretary	02/09/2005
	Citigroup Financial Products Inc., By: /s/ Serena D. Moe, Assistant Secretary	02/09/2005
	Citigroup Global Markets Inc., By: /s/ Serena D. Moe, Assistant Secretary	02/09/2005
	Citigroup Investments Inc., By: /s/ Millie Kim, Secretary	02/09/2005
	Tribeca Global Management LLC, By: /s/ Millie Kim, Secretary	02/09/2005
	** Signature of Reporting Person	Date
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