SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Oosterveer Peter W.B.

(Last)

(First)

(Middle)

6700 LAS COLINAS BOULEVARD

(Street)

IRVING

75039

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/23/2009

3. Issuer Name and Ticker or Trading Symbol
FLUOR CORP [ FLR ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/02/2009

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,508.0922	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock appreciation rights	⁽¹⁾	02/05/2016	Common Stock	1,208	$42.105	D

Explanation of Responses:

1. The original grant on 2/9/2006 was for 755 stock appreciation rights ("rights") which vest over five years. Twenty percent (151 rights) became exercisable on 2/5/07 and were exercised by the reporting person on 10/8/07. On 2/5/08, 151 additional rights became exercisable. On 7/16/08, as the result of Fluor's 2-for-1 stock split in the form of a stock dividend, the reporting person received an additional 604 rights. On 2/5/09 an additional 302 rights became exercisable. The remaining stock appreciation rights become exercisable in two installments of 302 rights on 2/5/2010 and 2/5/2011.

Remarks:

The Form is being amended to clarify the vesting of the stock appreciation rights and reflect the effect of a 2-for-1 stock split in the form of a stock dividend.

	/s/ Eric P. Helm by Power of Attorney	04/07/2009
	** 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 5 (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.
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