FLUOR CORP — Director's Dealing 2011

May 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-05-07

Reporting Person: OHARE DEAN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-07	Common Stock	M	983	—	Acquired	21331	Direct
2011-05-07	Common Stock	D	983	$70.87	Disposed	20348	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-07	Restricted stock units	$	M	128	Disposed	2011-05-07	Common Stock (128)	Direct
2011-05-07	Restricted stock units	$	M	124	Disposed	2012-05-07	Common Stock (124)	Direct
2011-05-07	Restricted stock units	$	M	731	Disposed	2011-05-07	Common Stock (731)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7596	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive the cash value of one share of Fluor common stock.

F2: Since the market was closed on 5/7/11, the price is based on closing price on 5/6/11.

F3: The restricted stock units vest in five equal annual installments beginning on May 7, 2007.

F4: The restricted stock units vest in five equal annual installments beginning on May 7, 2008.