FLUOR CORP — Director's Dealing 2011

Feb 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-02-05

Reporting Person: GILKEY GLENN C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-05	Common Stock	F	67	$68.69	Disposed	13606.5544	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1421.2315	Indirect

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 218 shares of restricted stock held by the Reporting Person on 2/5/11, the Issuer has withheld 67 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.

F2: Since the market was closed on 2/5/11, the price is based on closing price on 2/4/11.

F3: Holdings are based on the most recent statement, which is dated 12/31/10.