FUEL TECH, INC. — Director's Dealing 2010

May 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FUEL TECH, INC. (FTEK)
CIK: 0000846913
Period of Report: 2010-05-24

Reporting Person: BAILEY RALPH E (Director, Emeritus Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-24	Common Stock	J	497444	$0.00	Acquired	0	Indirect
2010-05-24	Common Stock	G	1000000	$0.00	Disposed	1000000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3562400	Indirect
Common Stock	125980	Indirect
Common Stock	50000	Indirect

Footnotes

F1: This transation represents the substitution by the reporting person of a promissory note for the shares held by the reporting person's grantor retained annuity trust (the "2009 GRAT").

F2: These shares were transferred to a grantor retained annuity trust ("2010 GRAT").

F3: Held 100% by a family limited liability company the interests in which Company are owned 50% by the reporting person and 50% by the spouse of the reporting person. The reporting person holds 100% of the voting power over these Fuel Tech shares.