8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT
                      Pursuant to Sections 13 and 15(d) of
                       the Securities Exchange Act of 1934



                                February 16, 1999
                Date of Report (Date of earliest event reported)


                           FOSTER WHEELER CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

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


                            Perryville Corporate Park
                              Service Road East 173
                            Clinton, N.J. 08809-4000
                     (Address of Principal Executive Office)



                                 (908) 730-4000
              (Registrant's Telephone Number, Including Area Code)



                                (Not Applicable)
                         (Former Name or Former Address,
                          if Changed Since Last Report)



ITEM 5.   OTHER EVENTS

          Foster  Wheeler  Corporation  hereby  files  with the  Securities  and
Exchange  Commission  the  form of Tax  Opinion  dated  as of  January  8,  1999
delivered by White & Case LLP, attached hereto as Exhibit 12.1.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

          (a)  Financial Statements:

               None.

          (b)  Pro Forma Financial Information:

               None.

          (c)  Exhibits:

               12.1 Tax Opinion dated as of January 8, 1999 delivered by White &
                    Case LLP.




                                    SIGNATURE

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

                                            FOSTER WHEELER CORPORATION


DATE:  February 16, 1999                    By: /s/ David J. Roberts     
                                               -------------------------------
                                               David J. Roberts
                                               Vice Chairman and 
                                                 Chief Financial Officer

EX-8

                                  WHITE & CASE LLP
                           1155 Avenue of the Americas
                          New York, New York 10036-2787
                            Telephone: (212) 819-8200
                            Facsimile: (212) 354-8113




Dated as of January 8, 1999



Lehman Brothers Inc., as representative of
the Underwriters named in Schedule II of the Underwriting Agreement
3 World Financial Center
New York, New York  10285



re:  9.00% Preferred Securities, Series I



Dear Sirs:

     We have acted as special tax  counsel to FW  Preferred  Capital  Trust I, a
statutory business trust formed under the laws of Delaware (the "Issuer Trust"),
and Foster Wheeler Corporation,  a New York corporation,  in connection with the
issuance by the Issuer Trust of the 9.00%  Preferred  Securities,  Series I (the
"Preferred  Securities").   At  your  request,  we  are  rendering  our  opinion
concerning the principal United States federal income tax consequences regarding
the issuance of the Preferred Securities.  In connection therewith,  we reviewed
copies of the Registration Statement (as defined below), as well as the forms of
Junior Subordinated Indenture,  Declaration of Trust, Underwriting Agreement and
Guarantee Agreement filed as Exhibits 4.2, 4.8, 1.2 and 4.11,  respectively,  to
the Registration Statement.

     This  opinion  letter is based on the  Internal  Revenue  Code of 1986,  as
amended,  the Treasury  Regulations  issued  thereunder and  administrative  and
judicial  interpretations  thereof,  in each case, as in effect and available on
the date  hereof.  We assume  that the  operative  documents  for the  Preferred
Securities  described in the Prospectus and the Prospectus  Supplement forming a
part of the Registration  Statement to which this opinion is filed as an exhibit
(the  "Registration  Statement")  will be performed in accordance with the terms
described therein.

     Based on the foregoing and subject to the assumptions,  qualifications  and
limitations  contained  therein,  we hereby confirm our opinion contained in the
Prospectus  Supplement  under the  caption  "United  States  Federal  Income Tax
Consequences."

     We have not  considered  and  render no  opinion on any aspect of law other
than as expressly set forth above.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and the reference to us under the caption "United States
Federal Income Tax Consequences" in the Registration  Statement.  In giving such
consent,  we do not thereby  admit that we are in the category of persons  whose
consent is required under Section 7 of the Securities Act of 1933, as amended.



                                                           Very truly yours,

                                                           WHITE & CASE LLP

JN:MTM