8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported): March 21, 2008

FMC CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 1-2376

Delaware	94-0479804
(State or Other Jurisdiction Of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1735 Market Street, Philadelphia, PA 19103

(Address of Principal Executive Offices, Including Zip Code)

215.299.6000

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On March 21, 2008, FMC Corporation (the “Registrant”) sent a notice (“Notice”) to its directors and executive officers informing them that there will be a change involving an investment option available under the FMC Corporation Savings & Investment Plan (“Plan”) such that the FMC Stock Fund will be transitioned from a unitized stock fund to a real-time traded stock fund. The Notice states that, as a result of this change, Plan participants will temporarily be unable to buy, sell, or otherwise acquire, transfer or dispose of shares of common stock of the Registrant. The Notice further states that directors and executive officers are prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any equity security of the Registrant during the entire period that participant transactions are restricted under the Plan (the “blackout period”). The blackout period will begin on Wednesday, April 23, 2008 at 4:00 p.m. EDT and end on Thursday May 1, 2008 at 9:00 a.m. EDT.

The Notice was provided pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002. The Registrant received the notice required by section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, on March 21, 2008.

A copy of the notice provided to the Registrant’s directors and executive officers is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Notice

Signature(s)

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 hereunto duly authorized.

	FMC CORPORATION
Date: March 24, 2008	By:	/s/ Andrea Utecht
		Andrea Utecht
		Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
EX-99.1	Notice

EX-99.1

Exhibit 99.1

FMC Corporation

Notice of Blackout Trading Restriction

March 21, 2008

This notice is to inform you that there will be a change involving an investment option available under the FMC Corporation Savings & Investment Plan (“Plan”) such that the FMC Stock Fund will be transitioned from a unitized stock fund to a real-time traded stock fund. This means that when a Plan participant makes a trade, the order is immediately sent to market during normal market hours and is then eligible for execution. As a result of this change, Plan participants will be unable to buy or sell, or otherwise acquire, transfer or dispose of shares of FMC Corporation common stock (“Company Stock”) held in their individual Plan accounts for a period of more than three consecutive business days.

During this period, known as a “blackout period,” you are prohibited from directly or indirectly buying, selling or otherwise acquiring, transferring or disposing of (“trading”) any shares of Company Stock (or any derivative of Company Stock such as an option or restricted stock unit) that you have acquired outside of the Plan in connection with your service or employment as a director or executive officer of FMC Corporation (the “Company”). Company Stock (and any derivative of Company Stock) subject to this “blackout trading restriction” includes not only stock-based compensation received while you are a director or executive officer of the Company, such as options, restricted stock units or restricted stock, but also stock or stock derivatives that you have received or acquired (1) while a director or executive officer as a result of transactions or business relationships with the Company or any of its subsidiaries that are reportable on the Company’s proxy statement, (2) while a director or executive officer to satisfy mandatory stock ownership requirements applicable to Company directors and executive officers, (3) as an inducement to service with the Company before you actually become a director or executive officer, and (4) pursuant to a merger or other business combination where you received Company Stock in exchange for stock that you previously acquired in connection with service as a director or executive officer with another company. If you trade Company Stock (or a Company Stock derivative) that was not acquired in one of the above-described ways during the blackout period, it will be treated as a prohibited trade unless you specifically identify the source of the stock/derivative and show that it was not acquired in connection with your service as a director or executive officer of the Company.

The blackout trading restriction does not extend to all trades in Company Stock. For example, trades that are the result of events outside of your control (e.g. a disposition required by law or court order, an acquisition or disposition by will or gift, or an increase in shares held due to a stock split or stock dividend) are exempt from the restriction, regardless of whether they involve Company Stock (or Company Stock derivatives) that were originally acquired in connection with your service as a director or executive officer of the Company. However, any trade in Company Stock (or Company Stock derivative) that is initiated by you during the blackout period will be presumed to be prohibited unless you prove that the stock or stock derivative was not acquired in connection with your service with the Company as a director or executive officer.

A violation of the blackout trading restriction may result in an enforcement action against you by the Securities and Exchange Commission. In addition, any profit realized from a prohibited trade will be recoverable by the Company.

The blackout period will begin on Wednesday, April 23, 2008 at 4:00 p.m. EDT and end on Thursday, May 1, 2008 at 9:00 a.m. EDT.

If you have any questions concerning this notice, you should contact Andrea E. Utecht at the following address and telephone number:

FMC Corporation

1735 Market Street

Philadelphia, PA 19103

(215) 299-6990