FLUOR CORP — Director's Dealing 2011

Apr 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-03-30

Reporting Person: GILKEY GLENN C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-30	Common Stock	M	488	$44.705	Acquired	16436.5544	Direct
2011-03-30	Common Stock	M	2505	$30.46	Acquired	18941.4433	Direct
2011-03-30	Common Stock	M	5519	$42.75	Acquired	24460.5544	Direct
2011-03-30	Common Stock	S	8512	$75.00	Disposed	15948.5544	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-30	Employee stock option (right to buy)	$44.705	M	488	Disposed	2017-03-06	Common Stock (488)	Direct
2011-03-30	Employee stock option (right to buy)	$30.46	M	2505	Disposed	2019-03-02	Common Stock (2505)	Direct
2011-03-30	Employee stock option (right to buy)	$42.75	M	5519	Disposed	2020-03-02	Common Stock (5519)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1421.2315	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 12/8/10.

F2: Holdings are based on the most recent statement, which is dated 12/31/10.

F3: This option was previously reported as covering 1,220 shares at an exercise price of $89.41 per share. The option was adjusted to reflect the 2-for-1 stock split that occurred on 7/16/08.

F4: The option vests in five equal annual installments beginning on 3/6/08.

F5: The option vests in three equal annual installments beginning on 3/6/10.

F6: The option vests in three equal annual installments beginning on 3/6/11.