FMC CORP — Director's Dealing 2009

May 26, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FMC CORP (FMC)
CIK: 0000037785
Period of Report: 2009-05-21

Reporting Person: WALTER WILLIAM G (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-21	Common Stock	M	40000	$7.915	Acquired	192427	Direct
2009-05-21	Common Stock	S	1599	$51.7318	Disposed	190828	Direct
2009-05-21	Common Stock	S	38401	$50.5922	Disposed	152427	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-21	Stock Option (Right to Buy)	$7.915	M	40000	Disposed	2013-03-03	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	52921.903	Indirect

Footnotes

F1: Based on plan statement as of May 21, 2009.

F2: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 plan adopted by the Reporting Person.

F3: Represents the weighted average sales price for price increments ranging from $51.40 to $51.80.

F4: The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

F5: The sales reported in this Form 4 were made pursuant to a Rule 10b5-1 plan adopted by the Reporting Person.

F6: Represents the weighted average sales price for price increments ranging from $50.34 to $51.20.

F7: The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.