FLUOR CORP — Director's Dealing 2010

Dec 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2010-12-06

Reporting Person: GILKEY GLENN C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-06	Common Stock	M	1208	$42.105	Acquired	14881.5544	Direct
2010-12-06	Common Stock	M	1464	$44.705	Acquired	16345.5544	Direct
2010-12-06	Common Stock	M	2505	$30.46	Acquired	18850.5544	Direct
2010-12-06	Common Stock	S	5177	$61.6823	Disposed	13673.5544	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-06	Employee stock option (right to buy)	$42.105	M	1208	Disposed	2016-02-05	Common Stock (1208)	Direct
2010-12-06	Employee stock option (right to buy)	$44.705	M	1464	Disposed	2017-03-06	Common Stock (1464)	Direct
2010-12-06	Employee stock option (right to buy)	$30.46	M	2505	Disposed	2019-03-06	Common Stock (2505)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1437.6588	Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $61.681 to $61.684. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: Holdings are based on the most recent statement, which is dated 9/30/10.

F3: The option vests in five equal annual installments beginning on 2/5/07.

F4: The option vests in five equal annual installments beginning on 3/6/08.

F5: The option vests in three equal annual installments beginning on 3/6/10.