FLUOR CORP — Director's Dealing 2011

May 6, 2011

SEC Form 4/A — Form 4/A

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-05-03

Reporting Person: ADESIDA ILESANMI (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	Common Stock	M	1131	—	Acquired	7195	Direct
2011-05-03	Common Stock	D	1131	$68.12	Disposed	6064	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-03	Restricted stock units	$	M	400	Disposed		Common Stock (400)	Direct
2011-05-03	Restricted stock units	$	M	731	Disposed		Common Stock (731)	Direct

Footnotes

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

F2: The restricted stock units vest in five equal annual installments beginning on 6/15/2007. However, vesting was accelerated upon the early retirement of Dr. Adesida.

F3: The restricted stock units vest on 5/7/2011. However, vesting was accelerated upon the early retirement of Dr. Adesida.