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 *
  Brittain James F.
2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2017
3. Issuer Name and Ticker or Trading Symbol
FLUOR CORP [FLR]
(Last)
(First)
(Middle)
C/O FLUOR CORPORATION, 6700 LAS COLINAS BLVD
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, 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 13,573.327
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
Employee Stock Option (Right to Buy)   (1) 02/28/2021 Common Stock 1,389 $ 70.76 D  
Employee Stock Option (Right to Buy)   (2) 02/27/2022 Common Stock 1,629 $ 62.5 D  
Employee Stock Option (Right to Buy)   (3) 02/25/2023 Common Stock 2,469 $ 61.45 D  
Employee Stock Option (Right to Buy)   (4) 02/21/2024 Common Stock 2,172 $ 79.19 D  
Employee Stock Option (Right to Buy)   (5) 02/23/2025 Common Stock 6,879 $ 59.05 D  
Employee Stock Option (Right to Buy)   (6) 02/23/2026 Common Stock 9,162 $ 46.07 D  
Employee Stock Option (Right to Buy)   (7) 02/23/2027 Common Stock 8,082 $ 55.35 D  
Performance Stock Units 03/06/2018   (8) Common Stock 4,987 $ (9) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brittain James F.
C/O FLUOR CORPORATION
6700 LAS COLINAS BLVD
IRVING, TX 75039
      Group President  

Signatures

/s/ Eric P. Helm by Power of Attorney 03/27/2017
**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 options vested in three equal annual installments beginning on March 6, 2012.
(2) The options vested in three equal annual installments beginning on March 6, 2013.
(3) The options vested in three equal annual installments beginning on March 6, 2014.
(4) The options vested in three equal annual installments beginning on March 6, 2015.
(5) The options vest in three equal annual installments which began on March 6, 2016.
(6) The options vest in three equal annual installments which began on March 6, 2017.
(7) The options vest in three equal annual installments beginning on March 6, 2018.
(8) The Performance Stock Units vest 100% on March 6, 2018.
(9) Each Performance Stock Unit represents a contingent right to receive one share (or the cash value of one share) of Fluor common stock.

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