SecProbe.io

CORRESP
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filename1.htm

[Foster Wheeler Ltd.
Letterhead]

May 6, 2005

Via Facsimile and EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0409

Washington, D.C.  20549

  Attn:

  Mr. John Cash

  Accounting Branch Chief

  Re:

  Foster Wheeler Ltd.

  Item 4.02 Form 8-K

  Filed: May 2, 2005

  File No: 1-31305

Dear Mr. Cash:

We are responding
to the Staff’s comment contained in its letter dated May 3, 2005.  For your convenience, this letter sets forth
in italics the Staff’s comment before our response.

Form 8-K filed May 2, 2005

1.                                               We note that you intend to file
restated 2004 financial statements.
However you have not indicated when you intend to do so.  Please tell us when you intend to file
restated financial statements.  We may
have further comment after you file the restated financial statements.

Response:  Foster Wheeler intends to file its amended
annual report on Form 10-K/A (the “Amended 10-K”)
on or about May 20, 2005.  In order to
file the Amended 10-K, management must prepare the amendments, have the
amendments audited by its independent registered public accounting firm, and receive
the approval of its audit committee.  We
are working diligently to complete these steps as quickly as possible.

*   *   *   *

Foster Wheeler acknowledges
that:

•                                          it is responsible for the adequacy and
accuracy of the disclosure in its filings;

•                                          staff comments or changes to disclosure
in response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; and

•                                          it may not assert staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

                I hope the foregoing information
is helpful.  If I can be of any
assistance to the Staff in explaining the matters described in this letter,
please let me know.  Please contact me
with any questions or comments at 908-730-4050, or feel free to contact Tracy
Kimmel at King & Spalding LLP at 212-556-2294.

  Very
  truly yours,

  /s/
  John T. La Duc

  John
  T. La Duc

  Executive
  Vice President and

  Chief
  Financial Officer

  cc:

  Tracy
  Kimmel — King & Spalding LLP

  Lisa
  Fries Gardner — Foster Wheeler Ltd.

  Tracey
  McKoy — Securities and Exchange Commission