FLUOR CORP — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-04-04

Reporting Person: Seaton David Thomas (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-04	Common Stock	M	7515	$30.46	Acquired	114724	Direct
2011-04-04	Common Stock	M	31042	$42.75	Acquired	145766	Direct
2011-04-04	Common Stock	S	38557	$73.2303	Disposed	107209	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-04	Employee stock option (right to buy)	$30.46	M	7515	Disposed	2019-03-02	Common Stock (7515)	Direct
2011-04-04	Employee stock option (right to buy)	$42.75	M	31042	Disposed	2020-03-02	Common Stock (31042)	Direct

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 3/3/2011.

F2: The transaction was executed in multiple trades at prices ranging from $72.99 to $73.67. 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.

F3: The option vests in three equal annual installments beginning on 3/6/10.

F4: The option vests in three equal annual installments beginning on 3/6/11.