FLUOR CORP — Director's Dealing 2010

Aug 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2010-08-17

Reporting Person: SMALLEY GARY G. (Vice President and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-17	Common Stock	M	604	$42.105	Acquired	11842	Direct
2010-08-17	Common Stock	M	1500	$44.705	Acquired	13342	Direct
2010-08-17	Common Stock	M	1879	$30.46	Acquired	15221	Direct
2010-08-17	Common Stock	S	5998	$47.3462	Disposed	9223	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-08-17	Employee stock option (right to buy)	$42.105	M	604	Disposed	2016-02-05	Common Stock (604)	Direct
2010-08-17	Employee stock option (right to buy)	$44.705	M	1500	Disposed	2017-03-06	Common Stock (1500)	Direct
2010-08-17	Employee stock option (right to buy)	$30.46	M	1879	Disposed	2019-03-06	Common Stock (1879)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2055.6193	Indirect

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $47.34 to $47.359. 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 a plan statement dated as of 6/30/10.

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

F4: The number of shares was adjusted to reflect the company's 2-for-1 stock split in the form of a stock dividend which occurred on 7/16/08.

F5: The option vests in five equal annual installments beginning on 3/6/2008.

F6: The option vests in three equal annual installments beginning on 3/6/10.