Edgar Filing: Dunning David R

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Dunning David R

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

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

(Last)

(First)

(Middle)

6700 LAS COLINAS BOULEVARD

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 Original Filed(Month/Day/Year)

(Street)

IRVING,Â TXÂ 75039

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	4,477.2869	D	Â
Common Stock	5,873.1539	I	401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee stock option (right to buy)	Â ⁽¹⁾	02/05/2016	Common Stock	1,848	$ 42.105	D	Â
Employee stock option (right to buy)	Â ⁽²⁾	03/06/2017	Common Stock	3,750	$ 44.705	D	Â
Employee stock option (right to buy)	Â ⁽³⁾	03/06/2018	Common Stock	2,268	$ 68.36	D	Â
Employee stock option (right to buy)	Â ⁽⁴⁾	03/06/2019	Common Stock	3,759	$ 30.46	D	Â
Restricted stock units	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	488	$ ⁽⁶⁾	D	Â
Restricted stock units	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,644	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dunning David R 6700 LAS COLINAS BOULEVARD IRVING,Â TXÂ 75039	Â	Â	Â Group President	Â

Signatures

/s/ Eric P. Helm by Power of Attorney		04/02/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The original grant on 2/9/2006 was for 2,310 shares. Twenty percent became exercisable on 2/5/2007 and has been exercised by the reporting person. The remaining options become exercisable in four equal annual installments on 2/5/2008, 2/5/2009, 2/5/2010 and 2/5/2011.
(2)	The option vests in five equal annual installments beginning on 3/6/2008.
(3)	The option vests in three equal annual installments beginning on 03/06/09.
(4)	The option vests in three equal annual installments beginning on 3/6/10.
(5)	The original grant on 3/4/08 was for 732 units. One-third vested and was settled in stock on 3/6/2009. The remaining units will vest in two equal annual installments on 3/6/2010 and 3/6/2011.
(6)	Each restricted stock unit represents a contingent right to receive one share of Fluor common stock.
(7)	The units vest in three equal annual installments beginning on 3/6/2010.

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