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

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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^*

MCNAMARA ROBERT A

(Last)

(First)

(Middle)

C/O FLUOR CORPORATION

ONE ENTERPRISE DRIVE

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2005

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	03/08/2005		M		4,224	A	$36.678	53,547	D
Common Stock	03/08/2005		M		4,868	A	$24.6677	58,415	D
Common Stock	03/08/2005		M		20,284	A	$25.4948	78,699	D
Common Stock	03/08/2005		M		5,625	A	$45.275	84,324	D
Common Stock	03/08/2005		M		11,250	A	$29.6	95,574	D
Common Stock	03/08/2005		M		22,500	A	$28.95	118,074	D
Common Stock	03/08/2005		S		5,901	D	$59	112,173	D
Common Stock	03/08/2005		S		9,700	D	$59.1	102,473	D
Common Stock	03/08/2005		S		1,000	D	$59.19	101,473	D
Common Stock	03/08/2005		S		3,600	D	$58.5	97,873	D
Common Stock	03/08/2005		S		800	D	$58.58	97,073	D
Common Stock	03/08/2005		S		900	D	$58.6	96,173	D
Common Stock	03/08/2005		S		1,700	D	$58	94,473	D
Common Stock	03/08/2005		S		12,000	D	$58.05	82,473	D
Common Stock	03/08/2005		S		2,400	D	$57.7	80,073	D
Common Stock	03/08/2005		S		3,300	D	$57.4	76,773	D
Common Stock	03/08/2005		S		1,700	D	$57.41	75,073	D
Common Stock	03/08/2005		S		1,700	D	$57.57	73,373	D
Common Stock	03/08/2005		S		4,300	D	$57.23	69,073	D
Common Stock	03/08/2005		S		4,800	D	$57.6	64,273	D
Common Stock	03/08/2005		S		1,400	D	$57.75	62,873	D
Common Stock	03/08/2005		S		400	D	$57.84	62,473	D
Common Stock	03/08/2005		S		1,400	D	$57.68	61,073	D
Common Stock	03/08/2005		S		100	D	$57.61	60,973	D
Common Stock	03/08/2005		S		10,000	D	$57.7	50,973	D
Common Stock	03/08/2005		S		1,000	D	$57.8	49,973	D
Common Stock	03/08/2005		S		3,400	D	$58.2	46,573	D
Common Stock	03/08/2005		S		1,400	D	$58.35	45,173	D
Common Stock	03/08/2005		S		1,700	D	$57.2	43,473	D
Common Stock	03/08/2005		S		5,500	D	$58.37⁽¹⁾	37,973	D

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)
Employee stock option (right to buy)	$36.678	03/08/2005		M			4,224	⁽²⁾	03/10/2007	Common Stock	4,224	$0.00	0	D
Employee stock option (right to buy)	$24.6677	03/08/2005		M			4,868	⁽³⁾	12/08/2008	Common Stock	4,868	$0.00	0	D
Employee stock option (right to buy)	$25.4948	03/08/2005		M			20,284	⁽⁴⁾	12/07/2009	Common Stock	20,284	$0.00	0	D
Employee stock option (right to buy)	$45.275	03/08/2005		M			5,625	⁽⁵⁾	03/13/2008	Common Stock	5,625	$0.00	1,875	D
Employee stock option (right to buy)	$29.6	03/08/2005		M			11,250	⁽⁶⁾	02/05/2009	Common Stock	11,250	$0.00	3,750	D
Employee stock option (right to buy)	$28.95	03/08/2005		M			22,500	⁽⁷⁾	02/04/2008	Common Stock	22,500	$0.00	0	D

Explanation of Responses:

1. The price reported is the weighted average sales price. The shares were sold in a series of transactions at prices ranging from $58.15 to $58.72.

2. The option vested in four equal annual installments beginning on 3/10/1998.

3. The option vested in four equal annual installments beginning on 12/8/1999.

4. The option vested and became 50% exercisable on 12/29/00 as a result of meeting performance-based criteria set forth in the grant, and the remaining 50% vested and became exercisable on 2/14/01 as a result of meeting additional performance-based criteria set forth in the grant.

5. The option vests in four equal annual installments beginning on 3/13/2002.

6. The option vests in four equal annual installments beginning on 2/5/03.

7. The option vested and became fully exercisable on 7/7/04 as a result of meeting performance-based criteria set forth in the grant.

Remarks:

	/s/ Eric P. Helm by Power of Attorney	03/10/2005
	** 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).
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