FLUOR CORP — Director's Dealing 2011

May 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-05-11

Reporting Person: Stanski Bruce A (Group President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-11	Common Stock	M	9718	$41.77	Acquired	27332	Direct
2011-05-11	Common Stock	M	9198	$42.75	Acquired	36530	Direct
2011-05-11	Common Stock	S	22916	$71.9366	Disposed	13614	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-11	Employee stock option (right to buy)	$41.77	M	9718	Disposed	2019-05-06	Common Stock (9718)	Direct
2011-05-11	Employee stock option (right to buy)	$42.75	M	9198	Disposed	2020-03-02	Common Stock (9198)	Direct

Footnotes

F1: The transaction was executed in multiple trades at prices ranging from $71.44 to $72.33. 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: The option vests in three equal annual installments beginning on 5/7/2010.

F3: The option vests in three equal annual installments beginning on 3/6/11.