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 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 * KRESA KENT   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FLUOR CORPORATION, 6700 LAS COLINAS BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 05/06/2009 (Street) IRVING, TX 75039 4. If Amendment, Date Original Filed(Month/Day/Year) 05/08/2009 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common stock 05/06/2009   A   1,293 A $ 0 12,335 (1) D   Common stock 05/07/2009   M   1,214 A $ 0 13,549 D   Common stock 05/07/2009   D   1,214 D $ 41.71 12,335 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying 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
Restricted stock units	(2)	05/06/2009		A		862		05/07/2010	05/07/2010	Common stock	862	$ 0	862	D
Restricted stock units	(2)	05/07/2009		M			292 (3)	(4)	(4)	Common stock	292 (3)	$ 0	0	D
Restricted stock units	(2)	05/07/2009		M			220 (3)	(5)	(5)	Common stock	220 (3)	$ 0	220	D
Restricted stock units	(2)	05/07/2009		M			128 (3)	(6)	(6)	Common stock	128 (3)	$ 0	256	D
Restricted stock units	(2)	05/07/2009		M			124 (3)	(7)	(7)	Common stock	124 (3)	$ 0	372	D
Restricted stock units	(2)	05/07/2009		M			450 (3)	05/07/2009	05/07/2009	Common stock	450 (3)	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KRESA KENT C/O FLUOR CORPORATION 6700 LAS COLINAS BOULEVARD IRVING, TX 75039	X

Signatures

/s/ Eric P. Helm by Power of Attorney		05/08/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On July 16, 2008, the common stock of Fluor Corporation split 2-for-1, resulting in the reporting person's ownership of 5,521 additional shares of stock.
(2)	Each restricted unit represents a contingent right to receive the cash value of one share of Fluor common stock.
(3)	These restricted stock units were adjusted to reflect the company's 2-for-1 stock split which occurred on July 18, 2008.
(4)	The reporting person is amending the Form 4 originally filed to report this restricted stock unit vesting for the purpose of reflecting the correct vesting dates. The restricted stock units vest in five equal annual installments beginning on May 7, 2005.
(5)	The reporting person is amending the Form 4 originally filed to report this restricted stock unit vesting for the purpose of reflecting the correct vesting dates. The restricted stock units vest in five equal annual installments beginning on May 7, 2006.
(6)	The reporting person is amending the Form 4 originally filed to report this restricted stock unit vesting for the purpose of reflecting the correct vesting dates. The restricted stock units vest in five equal annual installments beginning on May 7, 2007.
(7)	The reporting person is amending the Form 4 originally filed to report this restricted stock unit vesting for the purpose of reflecting the correct vesting dates. The restricted stock units vest in five equal annual installments beginning on May 7, 2008.

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