Filed by Foster Wheeler Corporation
                                             pursuant  to  Rule  425  under  the
                                             Securities Act of 1933  and  deemed
                                             filed pursuant to Rule 14a-12 under
                                             the Securities Exchange Act of 1934
                                             Commission File No. 1-286-2
                                             Date November 29, 2000

                       FOSTER WHEELER ANNOUNCES PLAN FOR
                            CHANGE IN LEGAL DOMICILE

                    Proposed Change Should Result in Greater
                     Operational and Financial Flexibility

     CLINTON,  N.J., November 29, 2000 -- Foster Wheeler Corporation  (NYSE:FWC)
today announced that its board of directors has  unanimously  approved a plan to
modify Foster Wheeler's corporate structure so that the company's legal domicile
will  effectively  be changed from New York to Bermuda.  This plan is subject to
approval by two thirds of the company's  stockholders  at its annual  meeting in
April 2001.

     "This change is another  strategic  initiative  we are taking to strengthen
the company's  balance sheet and its business in the long term," said Richard J.
Swift,  Foster  Wheeler's  chairman,  president  and CEO.  "The  majority of our
revenues and income is derived from  outside the United  States,  and we believe
that the business, regulatory and tax environment in Bermuda should enable us to
create more value for our stockholders.  Our change in legal domicile will allow
Foster Wheeler to compete more effectively worldwide because it should result in
greater operational  flexibility and better position us to manage  international
cash flows and our complex worldwide tax arrangements."

     The  structural  changes  are  expected to benefit  Foster  Wheeler and its
stockholders  for  several  reasons.  Specifically,  Gilles  A.  Renaud,  Foster
Wheeler's senior vice president and CFO, noted that the reconfiguration:

     -    Will allow Foster  Wheeler to realign its business to achieve  greater
          operational flexibility, including improved worldwide cash management;

     -    May provide a more favorable  corporate structure for the expansion of
          Foster Wheeler's  current business and future strategic  alliances and
          acquisitions;

     -    Will  give  the  company  more  financial  flexibility  and may have a
          favorable  effect  on its  ability  to  access  international  capital
          markets; and

     -    Will provide greater  flexibility in the long term to manage worldwide
          tax liabilities, which should stabilize the company's global effective
          tax rate.

     "We  expect  this  transition  to  be  seamless  and  transparent  for  our
employees, vendors and customers around the world," said Renaud.

     "Corporate  operations  will  continue  to  be  managed  from  our  current
headquarters  in  Clinton,  New Jersey,  and we remain  fully  committed  to our
employees and local  communities  everywhere  we currently do  business,"  Swift
added.

     The  plan   approved  by  the  board  calls  for  the  creation  of  a  new
Bermuda-based  holding company to be called Foster Wheeler Ltd.  Shareholders of
Foster  Wheeler  Corporation  will receive a number of shares in Foster  Wheeler
Ltd.  equal to the  number of shares  they hold in Foster  Wheeler  Corporation.
These  shares will have  substantially  the same  attributes  as Foster  Wheeler
Corporation  common  shares and are  expected to be listed on the New York Stock
Exchange under the symbol FWC.

     The proxy,  which will be issued in March  2001,  will give  details of the
transaction.  This  reconfiguration is subject to stockholder approval at Foster
Wheeler's Annual Meeting of Stockholders on April 23, 2001.

                                      # # #

Notes to Editors:

1.   Announcement Disclaimer

     This  announcement  does not constitute an offer of any securities for sale
     or an offer or an invitation to purchase any securities.  Investors  should
     carefully  review  Foster  Wheeler  Ltd.'s  registration  statement and the
     related proxy statement/prospectus with respect to the proposed transaction
     when they are filed with the SEC before making any decision  concerning the
     proposed offer.  These documents will contain important  information.  Once
     filed,  investors  will be able to  obtain  these  documents  and any other
     relevant  documents  for free at the SEC's web  site,  www.sec.gov,  and at
     Foster Wheeler Corporation's web site,  www.fwc.com.  INVESTORS SHOULD READ
     THE  PROXY   STATEMENT/PROSPECTUS   CAREFULLY   BEFORE  MAKING  A  DECISION
     CONCERNING THE TRANSACTION.

2.   Conference Call Notice

     Foster Wheeler will conduct a conference call to discuss this  announcement
     today,  November 29, at 1:00 p.m. (EST), which will also be webcast live on
     the  Internet.  The call will be  accessible  to the public by telephone or
     webcast.  To listen to the call by  telephone  in the United  States,  dial
     (800) 370-0740  approximately  ten minutes  before the call.  International
     access is available by dialing (973)  321-2002.  The  conference  call will
     also be available over the Internet at www.fwc.com or through  StreetEvents
     at www.streetevents.com.

     A replay of the call will be available on the company's web site as well as
     by telephone. To listen to the replay by telephone,  dial (877) 318-5459 or
     (402)  220-0513  starting one hour after the conclusion of the call through
     8:00 p.m. on Wednesday,  December 6, 2000.  The replay can also be accessed
     on the company's web site for two weeks following the call.

3.   About Foster Wheeler

     Foster  Wheeler  Corporation  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  headquarters are
     at Clinton,  N.J.  For more  information  about Foster  Wheeler,  visit our
     World-Wide Web site at www.fwc.com.

4.   Safe Harbor Statement

     This news release  contains  forward-looking  statements  that are based on
     management's  assumptions,  expectations and projections  about the various
     industries  within which the  Corporation  operates.  Such  forward-looking
     statements by their nature  involve a degree of risk and  uncertainty.  The
     Corporation  cautions that a variety of factors,  including but not limited
     to the  following,  could cause  business  conditions and results to differ
     materially from what is contained in forward-looking statements: changes in
     the  rate  of  economic  growth  in  the  United  States  and  other  major
     international  economies,  changes in investment  by the energy,  power and
     environmental  industries,  changes in regulatory  environment,  changes in
     project  schedules,   changes  in  trade,   monetary  and  fiscal  policies
     worldwide,   currency   fluctuations,   outcomes   of  pending  and  future
     litigation,  protection  and  validity  of patents  and other  intellectual
     property  rights,  and  increasing  competition  by  foreign  and  domestic
     companies.

                                      # # #
11-29-00

MEDIA CONTACT ONLY:  Alastair Davie  908-730-4444

FINANCIAL ANALYST CONTACT:  Michael Caverly  908-730-5430