8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ______________


                                    Form 8-K


                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the

                       Securities & Exchange Act of 1934


Date of Report:                                       September 25, 1995
Date of Earliest Event Reported:                      July 25, 1995




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




   New York                      1-286-2                      13-1855904  
- --------------------- --------------------------------------------------------
(State or Other           (Commission File Number)         (IRS Employer
Jurisdiction of                                            Identification No.)
Incorporation





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



                                 (908) 730-4090                   
                        -------------------------------
                        (Registrant's telephone number)
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Item 5. Other Events.

        On July 25, 1995, Foster Wheeler Corporation (the "Company") and Mellon
Bank, N.A., as Rights Agent, amended the Rights Agreement, dated as of
September 22, 1987 (the "Rights Agreement"), between the Company and the Rights
Agent pursuant to and on the terms set forth in Exhibit I attached hereto.


Item 7. Exhibits.

        4(i). Amendment to Rights Agreement, dated as of July 25, 1995.





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          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        FOSTER WHEELER CORPORATION


Date:  September 25, 1995               By: /S/ Jack E. Deones
                                            -------------------------
                                                Jack E. Deones
                                                Vice President & Secretary




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                                EXHIBIT INDEX



Exhibit                                               Sequentially Numbered
  No.                                                          Page
- -------                                               ---------------------

 4(i).    Amendment to Rights Agreement                       1 - 11
          dated as of July 25, 1995









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EX-4.I

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                         AMENDMENT TO RIGHTS AGREEMENT


         AMENDMENT, dated as of July 25, 1995, to the Rights
Agreement, dated as of September 22, 1987 (the "Rights
Agreement"), between Foster Wheeler Corporation, a New York
corporation (the "Company"), and Mellon Bank, N.A., as
successor to The Bank of New York, a New York banking
corporation, as Rights Agent (the "Rights Agent").

         The Company and the Rights Agent have heretofore
executed and entered into the Rights Agreement.  Pursuant to
Section 26 of the Rights Agreement, the Company and the Rights
Agent may from time to time supplement or amend the Rights
Agreement in accordance with the provisions of Section 26
thereof.  The Company and the Rights Agent deem it necessary or
desirable to enact this Amendment to the Rights Agreement.  All
acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms, have been done
and performed, and the execution and delivery of this Amendment
by the Company and the Rights Agent have been in all respects
duly authorized by the Company and the Rights Agent.

         In consideration of the foregoing and the mutual
agreements set forth herein, the parties hereto agree as fol-
lows:
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      1.  Section 1 of the Rights Agreement is hereby
modified and amended by adding the following language to the
end of paragraph (a) thereof:

     Notwithstanding the foregoing, no Person shall become an
     "Acquiring Person" as the result of an acquisition of
     Common Shares by the Company which, by reducing the number
     of shares outstanding, increases the proportionate number
     of shares beneficially owned by such Person to 20% or more
     of the Common Shares of the Company then outstanding;
     provided, however, that if a Person shall become the
     Beneficial Owner of 20% or more of the Common Shares of
     the Company then outstanding by reason of share purchases
     by the Company and shall, after such share purchases by
     the Company, become the Beneficial Owner of any additional
     Common Shares of the Company, then such Person shall be
     deemed to be an "Acquiring Person".  Notwithstanding the
     foregoing, if the Board of Directors of the Company de-
     termines in good faith that a Person who would otherwise
     be an "Acquiring Person", as defined pursuant to the
     foregoing provisions of this paragraph (a), has become
     such inadvertently, and such Person divests as promptly as
     practicable a sufficient number of Common Shares so that
     such person would no longer be an "Acquiring Person," as
     defined pursuant to the foregoing provisions of this



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     paragraph (a), then such Person shall not be deemed to be
     an "Acquiring Person" for any purposes of this Agreement.

         2.  Section 1 of the Rights Agreement is hereby
modified and amended by adding to the end of paragraph (c)
thereof the following sentence:

         Notwithstanding anything in this definition of Ben-
     eficial Ownership to the contrary, the phrase "then out-
     standing," when used with reference to a Person's Bene-
     ficial Ownership of securities of the Company, shall mean
     the number of such securities then issued and outstanding
     together with the number of such securities not then ac-
     tually issued and outstanding which such Person would be
     deemed to own beneficially hereunder.

         3.  Section 1 of the Rights Agreement is hereby
modified and amended by deleting paragraph (i) thereof (and all
references thereto in the Rights Agreement) in its entirety and
inserting in place thereof the following language:  "(i)
[Intentionally left blank.]".

         4.  Section 11(a) of the Rights Agreement is hereby
modified and amended by adding to the end of subparagraph (iii)
thereof the following sentence:

     In the event the Company shall, after good faith effort,
     be unable to take all such action as may be necessary to


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    authorize such additional Common Shares, the Company shall
    substitute, for each Common Share that would otherwise be
    issuable upon exercise of a Right, a number of preferred
    Shares or fraction thereof such that the current per share
    market price of one Preferred Share multiplied by such
    number or fraction is equal to the current per share
    market price of one Common Share as of the date of issu-
    ance of such Preferred Shares or fraction thereof.

          5.  Section 23 of the Rights Agreement is hereby
modified and amended by deleting paragraph (c) thereof in its
entirety (and all references thereto in the Rights Agreement),
and relettering paragraph (d) thereof as paragraph (c).

          6.  Sections 24, 25, 26, 27, 28, 29, 30, 31 and 32
(as numbered prior to this Amendment) of the Rights Agreement
are hereby modified and amended by changing the number of each
section (and all references thereto) to Sections 25, 26, 27,
28, 29, 30, 31, 32 and 33, respectively.

          7.  The Rights Agreement is hereby modified and
amended by adding a new Section 24 thereof to read in its en-
tirety as follows:

          Section 24.  Exchange.  (a) The Board of Directors
    of the Company may, at its option, at any time after any
    Person becomes an Acquiring Person, exchange all or part


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of the then outstanding and exercisable Rights (which
shall not include Rights that have become void pursuant to
the provisions of Section 11(a)(ii) hereof) for Common
Shares at an exchange ratio of one Common Share per Right,
appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date
hereof (such exchange ratio being hereinafter referred to
as the "Exchange Ratio") .  Notwithstanding the foregoing,
the Board of Directors shall not be empowered to effect
such exchange at any time after any Person (other than the
Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any such Subsidiary, or any
entity holding Common Shares for or pursuant to the terms
of any such plan), together with all Affiliates and As-
sociates of such person, becomes the Beneficial Owner of
50% or more of the Common Shares then outstanding.

    (b) Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any
Rights pursuant to paragraph (a) of this Section 24 and
without any further action and without any notice, the
right to exercise such Rights shall terminate and the
only right thereafter of a holder of such Rights shall
be to receive that number of Common Shares equal to the
number of such Rights held by such holder multiplied by
the Exchange Ratio.  The Company shall promptly give


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public notice of any such exchange; provided, however,
that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange.  The
Company promptly shall mail a notice of any such ex-
change to all of the holders of such Rights at their
last addresses as they appear upon the registry books of
the Rights Agent.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or
not the holder receives the notice.  Each such notice of
exchange will state the method by which the exchange of
the Common Shares for Rights will be effected and, in
the event of any partial exchange, the number of Rights
which will be exchanged.  Any partial exchange shall be
effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the
provisions of Section 11(a)(ii) hereof) held by each
holder of Rights.

    (c)   In the event that there shall not be suffi-
cient Common Shares issued but not outstanding or
authorized but unissued to permit any exchange of Rights
as contemplated in accordance with this Section 24, the
Company shall take all such action as may be necessary
to authorize additional Common Shares for issuance upon
exchange of the Rights.  In the event the Company shall,
after good faith effort, be unable to take all such


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action as may be necessary to authorize such additional
Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon ex-
change of a Right, a number of preferred Shares or
fraction thereof such that the current per share market
price of one Preferred Share multiplied by such number
or fraction is equal to the current per share market
price of one Common Share as of the date of issuance of
such Preferred Shares or fraction thereof.

    (d) The Company shall not be required to issue
fractions of Common Shares or to distribute certificates
which evidence fractional Common Shares.  In lieu of
such fractional Common Shares, the Company shall pay to
the registered holders of the Right Certificates with
regard to which such fractional Common Shares would
otherwise be issuable an amount in cash equal to the
same fraction of the current market value of a whole
Common Share.  For the purposes of this paragraph (d),
the current market value of a whole Common Share shall
be the closing price of a Common Share (as determined
pursuant to the second sentence of Section 11(d)(i)
hereof) for the Trading Day immediately prior to the
date of exchange pursuant to this Section 24.




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          8.   In connection with the amendment to the Rights
Agreement set forth in paragraph 7 of this Amendment, the
Rights Agreement is hereby modified and amended by modifying
and amending the sections of the Rights Agreement specified
below in the respective manners set forth below:

          (a) Section 6 of the Rights Agreement is hereby
modified and amended by adding the following language in the
first sentence thereof, following the phrase "any Right Cer-
tificate or Right Certificates" and preceding the phrase "may
be transferred":  "(other than Right Certificates representing
Rights that have become void pursuant to Section 11(a)(ii)
hereof or that have been exchanged pursuant to Section 24
hereof)".

          (b) Section 7 of the Rights Agreement is hereby
modified and amended by (i) deleting from clause (a)(i) thereof
the word "or", and (ii) adding the following language after the
end of clause (a)(ii) thereof and before the period:  ", or
(iii) the time at which such Rights are exchanged as provided
in Section 24 hereof".

          (c) Section 11 of the Rights Agreement is hereby
modified and amended by (i) deleting from subparagraph (a)(ii)
thereof the word "In" in the first sentence of such clause, and
(ii) adding the following language to the beginning of the



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first sentence of subparagraph (a)(ii) thereof:  "Subject to
Section 24 of this Agreement, in".

           (d) Section 20 of the Rights Agreement is hereby
modified and amended by (i) deleting from the first sentence of
paragraph (e) thereof the phrase "Section 3, 11, 13 or 23" and
(ii) adding the following language to replace such deleted
phrase:  "Section 3, 11, 13, 23 or 24".

           (e) Section 23 of the Rights Agreement is hereby
modified and amended by adding after the phrase "Section 23" in
the last sentence of newly relettered paragraph (c) thereof the
following language:  "or in Section 24 hereof".

           9.   This Amendment to the Rights Agreement shall be
governed by and construed in accordance with the laws of the
State of New York and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable
to contracts to be made and performed entirely within such
State.

           10.  This Amendment to the Rights Agreement may be
executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute
one and the same instrument.  Terms not defined herein shall,
unless the context otherwise requires, have the meanings 
assigned to such terms in the Rights Agreement.


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          11.  In all respects not inconsistent with the terms
and provisions of this Amendment to the Rights Agreement, the
Rights Agreement is hereby ratified, adopted, approved and
confirmed.  In executing and delivering this Amendment, the
Rights Agent shall be entitled to all the privileges and im-
munities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.

          12.  If any term, provision, covenant or restriction
of this Amendment to the Rights Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void
or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.





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         IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date and
year first above written.


Attest:                            FOSTER WHEELER


By: /S/ Jack E. Deones             By: /S/ Richard J. Swift
    -------------------                ---------------------


Attest:                            MELLON BANK, N.A.


By: /S/ Patricia Zakrzewski        By: /S/ J.D. Aramanda
    -----------------------            ------------------- 




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