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 *
  Oosterveer Peter W.B.
 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)
04/02/2009
(Street)

IRVING, TX 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 6,508.0922
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock appreciation rights   (1) 02/05/2016 Common Stock 1,208 $ 42.105 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oosterveer Peter W.B.
6700 LAS COLINAS BOULEVARD
IRVING, TX 75039		       Group President  

Signatures

/s/ Eric P. Helm by Power of Attorney 04/07/2009
**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 755 stock appreciation rights ("rights") which vest over five years. Twenty percent (151 rights) became exercisable on 2/5/07 and were exercised by the reporting person on 10/8/07. On 2/5/08, 151 additional rights became exercisable. On 7/16/08, as the result of Fluor's 2-for-1 stock split in the form of a stock dividend, the reporting person received an additional 604 rights. On 2/5/09 an additional 302 rights became exercisable. The remaining stock appreciation rights become exercisable in two installments of 302 rights on 2/5/2010 and 2/5/2011.
 
Remarks:
The Form is being amended to clarify the vesting of the stock appreciation rights and reflect the effect of a 2-for-1 stock split in the form of a stock dividend.

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