Sec Form 4 Filing - Seaton David Thomas @ FLUOR CORP - 2013-01-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Seaton David Thomas 2. Issuer Name and Ticker or Trading Symbol FLUOR CORP [ FLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) C/O FLUOR CORPORATION, 6700 LAS COLINAS BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2013 (Street) IRVING, TX75039 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 01/02/2013 M 2,772 A $ 42.1 154,844 D Common Stock 01/02/2013 M 10,464 A $ 44.7 165,308 D Common Stock 01/02/2013 M 7,515 A $ 30.46 172,823 D Common Stock 01/02/2013 M 31,042 A $ 42.75 203,865 D Common Stock 01/02/2013 S( 1 ) 51,793 D $ 60 152,072 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underly ing Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee stock option (right to buy) $ 42.1 01/02/2013 M 2,772 ( 2 ) 02/05/2016 Common Stock 2,772 $ 0 0 D Employee stock option (right to buy) $ 44.7 01/02/2013 M 10,464 ( 3 ) 03/06/2017 Common Stock 10,464 $ 0 0 D Employee stock option (right to buy) $ 30.46 01/02/2013 M 7,515 ( 4 ) 03/02/2019 Common Stock 7,515 $ 0 0 D Employee stock option (right to buy) $ 42.75 01/02/2013 M 31,042 ( 5 ) 03/02/2020 Common Stock 31,042 $ 0 31,042 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Seaton David Thomas C/O FLUOR CORPORATION 6700 LAS COLINAS BOULEVARD IRVING, TX75039 X Chairman and CEO Signatures /s/ Eric P. Helm by Power of Attorney 01/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/7/12. ( 2 )The option vests in five equal annual installments beginning on 2/5/07. ( 3 )The option vests in five equal annual installments beginning on 3/6/2008. ( 4 )The option vests in three equal annual installments beginning on 3/6/10. ( 5 )The option vests in three equal annual installments beginning on 3/6/11.

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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