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                                   FORM 8-A/A
                                AMENDMENT NO. 1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                             SECURITIES ACT OF 1934


                          FOSTER WHEELER CORPORATION                    
               --------------------------------------------------
               (Exact name of issuer as specified in its charter)

         NEW YORK                       1-286-2              13-1855904
- -----------------------             ----------------     ---------------------
(State of incorporation             (Commission File        (I.R.S. Employer 
     or organization)                    Number)         Identification Number)

       Perryville Corporate Park
          Clinton, New Jersey                            08809-4000
- ----------------------------------------                 ----------
(Address of principal executive offices)                 (Zip Code)


          Securities registered pursuant to Section 12(b) of the Act:

       Title of Each                            Name of Each Exchange on
       Class Registered                         Which Each Class is Registered
       ----------------                         ------------------------------
       Common Stock,                            New York Stock Exchange
       $1.00 par value per share


       Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES REGISTERED

                 Foster Wheeler Corporation's (the "Company's") authorized
capital stock consists of 80,000,000 shares of Common Stock, $1.00 par value,
and 1,500,000 shares of Preferred Stock, no par value.  The Preferred Stock is
issuable in series, with the number of shares, designation, dividend rights,
voting rights, sinking fund requirements, conversion rights, redemption rights,
liquidation rights and any other rights, preferences or other qualifications as
the Board of Directors may fix.  Only Common Stock is now outstanding.   There
is no sinking fund or similar provisions with respect to the Common Stock.  All
shares outstanding are fully paid, non-assessable and have no preemptive
rights.

                 Holders of Common Stock are entitled (i) to dividends when and
as declared by the Board of Directors, (ii) to vote (one vote for each share
held) on all matters on which shareholder votes are taken, and (iii) on
liquidation, to share pro rata in distribution of the assets of the Company
after payment of debts and other prior charges.   Payment of dividends on and
any purchase or redemption of capital stock are subject to restrictions and
limitations contained in certain of its loan agreements.

                 The Preferred Stock Purchase Rights attached to each share of
Common Stock have been separately registered on a Registration Statement on
Form 8-A dated October 2, 1987.

ITEM 2.  EXHIBITS

                 See Exhibit Index following Signature page, which is
incorporated herein by reference.





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                 Pursuant to the requirements of Section 12 of  the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.

Date:  May 30, 1995                 FOSTER WHEELER CORPORATION


                                    By: /S/ Richard J. Swift
                                        ------------------------
                                        Name:  Richard J. Swift
                                        Title: Chairman, President, Chief
                                               Executive Officer and Director





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                               INDEX TO EXHIBITS




Exhibit
Number           Description                                                                  Page
- ------           -----------                                                                  ----
                                                                                        
1.               Certificate of Incorporation of Foster Wheeler (incorporated                 N/A
                 by reference to Exhibit 2 to the Annual Report on Form 10-K
                 for the fiscal year ended December 29, 1989)

2.               Bylaws of Foster Wheeler (incorporated by reference to                       N/A
                 Exhibit 2 to the Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1993)

3.               Rights Agreement between Foster Wheeler and Mellon                           N/A
                 Securities, Inc., as Rights Agent (incorporated by reference to
                 Registration Statement on Form 8-A dated October 2, 1987)






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