FLUOR CORP — Director's Dealing 2010

Mar 9, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2010-03-06

Reporting Person: GILKEY GLENN C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-06	Common Stock	F	459	$44.65	Disposed	13673.5544	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1431.9174	Indirect

Footnotes

F1: Pursuant to the Issuer's 2003 and 2008 Executive Performance Incentive Plans and the terms of the related award agreements, each time shares of restricted stock vest or shares of common stock are issued upon the vesting of restricted stock units, a portion of the shares are automatically withheld by the Issuer to satisfy the resulting tax withholding obligation. In connection with the vesting of 146 shares of restricted stock and 1,583 restricted stock units held by the Reporting Person on 3/6/10, the Issuer has withheld 459 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 restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

F2: Holdings are based on a plan statement dated as of 12/31/09.