EXHIBIT  31.2





SECTION 302 CERTIFICATION





I, Brian K.  Ferraioli, certify that:





1. I have reviewed this Form  10-Q of FW Preferred Capital Trust I;





2. Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state  a material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the periods covered by this report;





3. Based on my knowledge, the  financial statements, and other financial information included in this report,  fairly present in all material respects the financial condition, results of  operations and cash flows of the registrant as of, and for, the periods  presented in this report;





4. The registrants other certifying  officer(s) and I are responsible for establishing and maintaining disclosure  controls and procedures (as defined in Exchange Act Rules 13a-15(e) and  15d-15(e)) and the internal controls over financial reporting (as defined in  Exchange Act Rules 13a -15(f) and 15d  15(f)) for the registrant and have:





(a) Designed  such disclosure controls and procedures, or caused such disclosure controls and  procedures to be designed under our supervision, to ensure that material  information relating to the registrant, including its consolidated  subsidiaries, is made known to us by others within those entities, particularly  during the period in which this report is being prepared;





(b) Evaluated  the effectiveness of the registrants disclosure controls and procedures and  presented in this report our conclusions about the effectiveness of the  disclosure controls and procedures, as of the end of the period covered by this  report based on such evaluation; and





(c) Disclosed  in this report any change in the registrants internal control over financial  reporting that occurred during the registrants most recent fiscal quarter (the  registrants fourth fiscal quarter in the case of an annual report) that has  materially affected, or is reasonably likely to materially affect, the  registrants internal control over financial reporting; and





5. The registrants other  certifying officer(s) and I have disclosed, based on our most recent evaluation  of internal control over financial reporting, to the registrants auditors and  the audit committee of the registrants board of directors (or persons  performing the equivalent functions):





(a) All  significant deficiencies and material weaknesses in the design or operation of  internal control over financial reporting which are reasonably likely to  adversely affect the registrants ability to record, process, summarize and  report financial information; and





(b) Any fraud,  whether or not material, that involves management or other employees who have a  significant role in the registrants internal control over financial reporting.





|Date:  May 14, 2004 |                                                                                             
|------------------- | --------------------------------------------------------------------------------------------
|                    |                                                                                             
|                    | /s/ BRIAN K. FERRAIOLI                                                                      
|                    | Brian K. Ferraioli
    Vice    President and Controller of    Foster Wheeler LLC, as Sponsor