SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CANNON CHARLES H JR

(Last)

(First)

(Middle)

200 EAST RANDOLPH DRIVE

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FMC TECHNOLOGIES INC [ FTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/27/2003	08/27/2003	M		32,914	A	$12.78	68,382	D
Common Stock	08/27/2003	08/27/2003	S		5,000	D	$23.05	63,382	D
Common Stock	08/27/2003	08/27/2003	S		1,300	D	$23.07	62,082	D
Common Stock	08/27/2003	08/27/2003	S		3,700	D	$23.09	58,382	D
Common Stock	08/27/2003	08/27/2003	S		17,514	D	$23.1	40,868	D
Common Stock	08/27/2003	08/27/2003	S		1,000	D	$23.14	39,868	D
Common Stock	08/27/2003	08/27/2003	S		1,500	D	$23.15	38,368	D
Common Stock	08/27/2003	08/27/2003	S		2,900	D	$23.2	35,468	D
Common Stock	08/27/2003	08/27/2003	I		776.91	D	$23.72	4,434.93	I	By Qualified 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase	$12.78	08/27/2003	08/27/2003	M			32,914	01/02/1998	03/31/2009	Common Stock	32,914	$0	0.00	D
Phantom Stock Units	$0.00⁽¹⁾	08/27/2003	08/27/2003	I			57,877.87	08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	0.00	$3.16⁽³⁾	0.00	D
Options to Purchase	$19.66							01/02/1999	03/08/2006	Common Stock	23,510		23,510	D
Options to Purchase	$16.93							01/02/2000	03/31/2007	Common Stock	30,382		30,382	D
Options to Purchase	$19.31							01/02/2001	02/24/2008	Common Stock	36,531		36,531	D
Options to Purchase	$13.27							02/02/2002	03/22/2009	Common Stock	49,914		49,914	D
Options to Purchase	$13.84							01/02/2003	02/10/2010	Common Stock	38,340		38,340	D
Options to Purchase	$16.48							01/02/1998	04/21/2010	Common Stock	14,829		14,829	D
Options to Purchase	$20							01/02/2004	02/15/2011	Common Stock	148,500		148,500	D
Options to Purchase	$19.39							01/02/2006	02/20/2013	Common Stock	35,500		35,500	D

Explanation of Responses:

1. N/A

2. A participant's interest in the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan (NQ Plan) is represented in Phantom Stock Units which are payable in cash following termination or retirement of the reporting person's employment with FMC Technologies, Inc. or death.

3. Denotes Unit Price

Remarks:

	By: James L. Marvin	08/29/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.