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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1. Name and Address of Reporting Person * MCNAMARA ROBERT A   2. Issuer Name and Ticker or Trading Symbol FLUOR CORP [FLR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Group Executive (Last) (First) (Middle) C/O FLUOR CORPORATION, ONE ENTERPRISE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2005 (Street) ALISO VIEJO, CA 92656 4. If Amendment, Date Original Filed(Month/Day/Year) 03/10/2005 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 (1) 03/08/2005   S   800 D $ 58.71 41,373 D   Common Stock 03/08/2005   S   3,400 D $ 58.15 37,973 D

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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

Employee stock option (right to buy)

$ 36.678

03/08/2005

M

4,224

(2)

03/10/2007

Common Stock

4,224

$ 0

0

D

Employee stock option (right to buy)

$ 24.6677

03/08/2005

M

4,868

(3)

12/08/2008

Common Stock

4,868

$ 0

0

D

Employee stock option (right to buy)

$ 25.4948

03/08/2005

M

20,284

(4)

12/07/2009

Common Stock

20,284

$ 0

0

D

Employee stock option (right to buy)

$ 45.275

03/08/2005

M

5,625

(5)

03/13/2008

Common Stock

5,625

$ 0

1,875

D

Employee stock option (right to buy)

$ 29.6

03/08/2005

M

11,250

(6)

02/05/2009

Common Stock

11,250

$ 0

3,750

D

Employee stock option (right to buy)

$ 28.95

03/08/2005

M

22,500

(7)

02/04/2008

Common Stock

22,500

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCNAMARA ROBERT A C/O FLUOR CORPORATION ONE ENTERPRISE DRIVE ALISO VIEJO, CA 92656			Group Executive

Signatures

/s/ Eric P. Helm by Power of Attorney		03/15/2005
**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)	This Form 4 is the second of two Form 4's being filed to amend the original Form 4 filed on March 10, 2005. The purpose of amending the original Form 4 filed on March 10, 2005 is to add the sale detail for the last three trades.
(2)	The option vested in four equal annual installments beginning on 3/10/1998.
(3)	The option vested in four equal annual installments beginning on 12/8/1999.
(4)	The option vested and became 50% exercisable on 12/29/00 as a result of meeting performance-based criteria set forth in the grant, and the remaining 50% vested and became exercisable on 2/14/01 as a result of meeting additional performance-based criteria set forth in the grant.
(5)	The option vests in four equal annual installments beginning on 3/13/2002.
(6)	The option vests in four equal annual installments beginning on 2/5/03.
(7)	The option vested and became fully exercisable on 7/7/04 as a result of meeting performance-based criteria set forth in the grant.

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