FLUOR CORP — Director's Dealing 2010

Feb 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2010-02-05

Reporting Person: Dunning David R (Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-05	Common Stock	F	130	$43.06	Disposed	4347.2869	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5893.0779	Direct

Footnotes

F1: Pursuant to the Issuer's 2003 Executive Performance Incentive Plan and the terms of the related award agreement, each time shares of restricted stock vest, a portion of the shares are automatically withheld by the Issuer to satisfy the resulting tax withholding obligation. In connection with the vesting of 334 shares of restricted stock held by the Reporting Person on February 5, 2010, the Issuer has withheld 130 shares of common stock to satisfy the resulting tax withholding obligation. The withholding of these shares occurred automatically upon the vesting of the restricted stock, and as such, no investment decision was made by the Reporting Person in connection with this transfer.