FOSTER WHEELER LTD. COMPLETES SALE OF $200 MILLION

                      OF ITS CONVERTIBLE SUBORDINATED NOTES

          CLINTON,  N.J., and HAMILTON,  BERMUDA,  May 31, 2001 --Foster Wheeler
Ltd.  (NYSE:FWC)  announced  that it had closed the sale today of $200  million,
6.50 percent  Convertible  Subordinated Notes due 2007. The size of the offering
increased  to $200 million  from the  previously  announced  $150  million.  The
arnount  of  the  issue  could  be  further  increased  by  $40  million  if the
over-allotment is exercised in full.

          The notes are convertible into common shares of Foster Wheeler Ltd. at
a conversion  price of $16.05 per share.  The  transaction  was  structured as a
private  placement  in  accordance  with  Rule 144A and  Regulation  S under the
Securities Act of 1933.

          The notes are  noncallable  for three years.  After May 31, 2004,  the
notes may be redeemed if the price of Foster  Wheeler  Ltd.  shares  exceeds 120
percent of the conversion  price for 20 of 30 consecutive  trading days.  Foster
Wheeler intends to use the net proceeds of the convertible subordinated notes to
pay existing, borrowings under its revolving credit facilities.

          This  news  release  shall  not  constitute  an  offer  to  sell  or a
solicitation of an offer to buy the convertible  subordinated  notes,  nor shall
there be any sale, of these convertible subordinated notes in any state in which
such offer,  solicitation  or sale would be unlawful  prior to  registration  or
qualification  -under the securities laws of any such state.  Any offer, if any.
at all, will be made only by means of an offering  memorandum.  The  convertible
subordinated  notes have not been  registered  under the Securities Act. and may
not be offered or sold in the United States absent registration or an applicable
exemption from registration.

          The  common  shares   received  upon  conversion  of  the  convertible
subordinated  notes  have not been  registered  under  the  Securities  Act,  as
amended,  and may not be sold in the United  States  absent  registration  or an
applicable exemption from registration, requirements.

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Notes to Editors:


1.        Foster  Wheeler  Ltd.  is  a  global  company  offering,  through  its
          subsidiaries,  a broad  range of  design,  engineering,  construction,
          manufacturing,  project development.  and management,  research, plant
          operations and environmental  services. The Corporation's  operational
          headquarters are in Clinton,  N.J. For more  information  about Foster
          Wheeler, visit our WorldWide Web site at www.fwc.com.

2.        This  release  contains  forward4ooking  statements  regarding  future
          performance.   Forwardlooking  statements  are  beyond  the  company's
          ability to control and in-many cases the company  cannot  predict what
          factors  could cause actual  results to differ  materially  from those
          indicated in the forward-looking  statements.  T-bese factors include,
          but are not  limited  to,  monetary  and  fiscal  policies  worldwide,
          significant  changes in trade policies,  changes in project  schedules
          and failure to obtain releases from clients.  The company's  documents
          filed with the SEC  identify  important  factors,  which  could  cause
          actual  results  to differ  materially  from  those  indicated  in the
          forward-looking statements.

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