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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 4

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

o 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*
(Last, First, Middle)
2. Issuer Name and Ticker or
Trading Symbol
3. I.R.S. Identification Number of Reporting
Person, if an entity
(Voluntary)
  Fluor, Peter, J.
  Fluor Corporation (FLR)
 
  c/o Fluor Corporation One Enterprise Drive
4. Statement for Month/Day/Year 5. If Amendment, Date of Original (Month/Day/Year)     03/13/2003
 
  (Street) 6. Relationship of Reporting Person(s)
to Issuer
(Check All Applicable)
7. Individual or Joint/Group Filing
(Check Applicable Line)
  Aliso Viejo, CA 92656
(City)                (State)           (Zip)   x  Director o  10% Owner   x Form filed by One Reporting Person     o  Officer (give title below)   o Form filed by More than One Reporting Person     o  Other (specify below)        
     
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).  

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
Transactions(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            

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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)

                      Code V   (A) (D)
  Phantom stock units   1-for-1     3/13/2003     A(1)   158.78

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned - Continued
(e.g., puts, calls, warrants, options, convertible securities)

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)

  Date
Exercisable
Expiration
Date
  Title Amount or
Number of
Shares
                       
  Immed(1) (1)   Common Stock 158.78   --       68,597.68     D  

Explanation of Responses:

(1) These phantom units were acquired under the Fluor Corporation Deferred Directors' Fees Program and are to be settled in cash upon the reporting person's termination of service as a director.  Units are described as immediately exercisable because they may be transferred into an alternative investment.  However, up to 31.76 shares would be forfeited upon such transfer prior to January 1, 2008.

/s/ Eric P. Helm   3/17/2003


**Signature of Reporting Person  
Date


**   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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