FLUOR CORP — Director's Dealing 2011

May 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2011-05-06

Reporting Person: STEUERT D MICHAEL (Senior V.P. & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Common Stock	M	22995	$42.75	Acquired	90036	Direct
2011-05-06	Common Stock	S	22995	$72.00	Disposed	67041	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Employee stock option (right to buy)	$42.75	M	22995	Disposed	2020-03-02	Common Stock (22995)	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 12/8/10.

F2: The option vests in three equal annual installments beginning on 3/6/11.