FMC CORP — Director's Dealing 2006

May 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FMC CORP (FMC)
CIK: 0000037785
Period of Report: 2006-05-01

Reporting Person: WALTER WILLIAM G (Director, President, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-01	Common Stock	M	17349	$24.2603	Acquired	100409	Direct
2006-05-01	Common Stock	M	26309	$25.1783	Acquired	126718	Direct
2006-05-01	Common Stock	S	100	$64.19	Disposed	126618	Direct
2006-05-01	Common Stock	S	158	$64.18	Disposed	126460	Direct
2006-05-01	Common Stock	S	200	$64.13	Disposed	126260	Direct
2006-05-01	Common Stock	S	300	$64.12	Disposed	125960	Direct
2006-05-01	Common Stock	S	100	$64.08	Disposed	125860	Direct
2006-05-01	Common Stock	S	300	$63.84	Disposed	125560	Direct
2006-05-01	Common Stock	S	600	$63.70	Disposed	124960	Direct
2006-05-01	Common Stock	S	100	$63.65	Disposed	124860	Direct
2006-05-01	Common Stock	S	200	$63.64	Disposed	124660	Direct
2006-05-01	Common Stock	S	1000	$63.63	Disposed	123660	Direct
2006-05-01	Common Stock	S	100	$63.62	Disposed	123560	Direct
2006-05-01	Common Stock	S	100	$63.61	Disposed	123460	Direct
2006-05-01	Common Stock	S	700	$63.58	Disposed	122760	Direct
2006-05-01	Common Stock	S	500	$63.56	Disposed	122260	Direct
2006-05-01	Common Stock	S	500	$63.55	Disposed	121760	Direct
2006-05-01	Common Stock	S	500	$63.54	Disposed	121260	Direct
2006-05-01	Common Stock	S	700	$63.51	Disposed	120560	Direct
2006-05-01	Common Stock	S	200	$63.47	Disposed	120360	Direct
2006-05-01	Common Stock	S	2800	$63.46	Disposed	117560	Direct
2006-05-01	Common Stock	S	1100	$63.45	Disposed	116460	Direct
2006-05-01	Common Stock	S	100	$63.44	Disposed	116360	Direct
2006-05-01	Common Stock	S	100	$63.43	Disposed	116260	Direct
2006-05-01	Common Stock	S	1200	$63.41	Disposed	115060	Direct
2006-05-01	Common Stock	S	300	$63.39	Disposed	114760	Direct
2006-05-01	Common Stock	S	300	$63.38	Disposed	114460	Direct
2006-05-01	Common Stock	S	700	$63.36	Disposed	113760	Direct
2006-05-01	Common Stock	S	100	$63.33	Disposed	113660	Direct
2006-05-01	Common Stock	S	3200	$63.32	Disposed	110460	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-01	Stock Option (Right to Buy)	$24.26	M	17349	Disposed	2009-04-21	Common Stock (17349)	Direct
2006-05-01	Stock Option (Right to Buy)	$25.17	M	26309	Disposed	2009-03-22	Common Stock (26309)	Direct

Footnotes

F1: Table I of this form is continued on a separate form 4 filed on May 3, 2006.