Form 8-K


Washington, D.C. 20549



Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 24, 2006


(Exact name of registrant as specified in its charter)


Delaware   1-2376   94-0479804
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

1735 Market Street, Philadelphia, PA 19103

(Address of principal executive offices) (Zip Code)

(215) 299-6000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act


¨ Soliciting material pursuant to Rule 14a-2 under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Item 8.01. Other Events.

On February 24, 2006, the Board of Directors of FMC Corporation approved initiation of a quarterly cash dividend and declared a dividend of $0.18 per share payable on April 20, 2006, to the shareholders of record as of March 31, 2006.

Additionally, the Board authorized the repurchase of up to $150 million of the Company’s common stock. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors. Although the repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time, the Company expects that the program will be accomplished over the next two years.

A copy of the press release announcing these events is filed as Exhibit 99.1 to this Form 8-K.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits


99.1    Press release dated February 24, 2006


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



By:   /s/ Thomas C. Deas, Jr.

Thomas C. Deas, Jr.

Vice President and Treasurer

Date: February 24, 2006