PAGE 1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A

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

         For the quarterly period ended March 31, 2001
                              or
     ( ) Transition Report Pursuant to Section 13 or 15(d)
                 of the Securities Exchange Act of 1934

      For the transition period from________ to________

                 Commission File Number 1-2376

                        FMC Corporation
    --------------------------------------------------------
    (Exact name of registrant as specified in its charter)

         Delaware                        94-0479804
      ----------------------------------------------------
     (State or other jurisdiction of     (I.R.S. Employer
      incorporation or organization)     Identification No.)

      200 East Randolph Drive, Chicago, Illinois 60601
      -----------------------------------------------------
                         (312) 861-6000
              ------------------------------------
                (Registrant's telephone number,
                     including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes  X      No
                            -----       -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

           Class                          Outstanding at March 31, 2001
- ----------------------------------------  ---------------------------------

Common Stock, par value $0.10 per share             31,116,481


     This Amendment is being filed solely for the purpose of correcting a number
in Note 13 to the Consolidated Financial Statements that was misstated as a
result of a clerical error in the Form 10-Q for FMC Corporation filed on May 15,
2001.

     PAGE 11

FMC's share of Astaris' earnings is included in the Industrial Chemicals
segment. Sales of FMC's phosphorus chemical division, included in revenues, were
approximately $73 million for the three months ended March 31, 2000.

On February 16, 2000, FMC acquired York International's Northfield Freezing
Systems Group ("Northfield") for $39.8 million in cash. Northfield,
headquartered in Northfield, MN, is a manufacturer of freezing systems for
industrial food processing. Northfield's key products include freezers, coolers,
proofers and dehydrators for the food processing industry. Northfield's results
have been included in the Food and Transportation Systems segment from the date
of acquisition.

The company completed several smaller acquisitions and joint ventures during the
three-month period ended March 31, 2000.

Note 12:  Commitments and Contingent Liabilities
- ------------------------------------------------
In connection with the Astaris' external financing agreement, FMC and Solutia
independently contractually agreed to provide Astaris with funding when the
joint venture does not achieve certain financial benchmarks. Subsequent to
December 31, 2000, the company received notification that based on Astaris'
performance to date, payments to Astaris amounting to approximately $16 million
will be required by June 2001. This amount has been recorded on the company's
consolidated balance sheets as an increase to investments and other current
liabilities at March 31, 2001.

The company also has certain other contingent liabilities arising from
litigation, claims, performance guarantees, leases, and other commitments
incident to the ordinary course of business. Management believes that the
ultimate resolution of its known contingencies will not materially affect the
consolidated financial position, results of operations or cash flows of FMC.

Note 13:  Segment Information
- -----------------------------

                                            Three Months Ended
                                                 March 31
                                       -------------------------------
                                               (In millions)
                                            2001          2000
Revenue                                     ----          ----
- -------
   Energy Systems                           $246.8      $  256.4
   Food and Transportation Systems           182.8         185.2
   Agricultural Products                     134.6         165.8
   Specialty Chemicals                       116.3         124.9
   Industrial Chemicals (1)                  198.6         273.8
   Eliminations                               (2.5)         (2.5)
                                            ------      --------
                                            $876.6      $1,003.6
                                            ======      ========

Income before income taxes
- --------------------------
   Energy Systems                           $  9.0        $ 11.0
   Food and Transportation Systems             9.4          12.0
   Agricultural Products                      13.8          13.9
   Specialty Chemicals                        20.0          19.5
   Industrial Chemicals                       14.4          34.5
                                            ------        ------

   Operating profit                           66.6          90.9

   Corporate                                 (16.5)        (17.4)
   Other income and (expense), net            (3.2)         (7.1)
   Asset impairment (2)                       (1.3)            -
   Restructuring and other charges (3)       (10.2)            -
   Net interest expense (4)                  (22.9)        (23.0)
                                            ------        ------
                                            $ 12.5        $ 43.4
                                            ======        ======

A description of the company's segment determination, composition and
presentation is included in Note 1 to the company's December 31, 2000
consolidated financial statements.



      PAGE 24


                                   SIGNATURES
                                   ----------


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.


                                                 FMC CORPORATION
                                                 ---------------
                                                 (Registrant)





Date: May 16, 2001                               /s/ Ronald D. Mambu
      ------------                               -------------------------------
                                                 Vice President, Controller, and
                                                 duly authorized officer