SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIESEXCHANGE ACT OF 1934

Filed by the registrant [X]

Filed by a party other than the registrant [_]

Check the appropriate box:

[_] Preliminary proxy statement

[X] Definitive proxy statement

[_] Definitive additional materials

[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

FMC CORPORATION
(Name of Registrant as Specified In Its Charter)

FMC CORPORATION
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

(3) Filing party:

(4) Date filed:

LOGO

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Chicago, Illinois
March 10, 1994

To the Stockholders:

The Annual Meeting of the Stockholders of FMC Corporation (the "Company") will
be held at the Indiana Room on Lower Level One, Amoco Building, 200 East
Randolph Drive, Chicago, Illinois, on Friday, April 15, 1994, at 2:00 p.m. for
the following purposes:

1. To elect four directors of the Company for a term expiring at the 1997
Annual Meeting of Stockholders;

2. To ratify the appointment of KPMG Peat Marwick as the Company's
independent auditors for fiscal year 1994; and

3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.

Only stockholders of record at the close of business on February 25, 1994, are
entitled to notice of, and to vote at, the meeting and at any adjournment or
postponement thereof. A complete list of such stockholders will be open for
examination by any stockholder for any purpose germane to the meeting at the
principal executive office of the Company located at 200 East Randolph Drive,
Chicago, Illinois, for a period of 10 days prior to the meeting.

IF YOU DO NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED
PROXY.

By order of the Board of Directors

Robert L. Day
Secretary

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TABLE OF CONTENTS

Page
----

Solicitation.............................................................. 1
I. Election of Directors.............................................. 1
Nominees for Director.............................................. 2
Directors Continuing in Office..................................... 4
Information Concerning the Board of Directors...................... 8
II. Ratification of Selection of Independent Auditors.................. 13
III. Executive Compensation............................................. 13
IV. Vote Required...................................................... 20
V. Compliance with Section 16(a) of the Securities Exchange Act....... 21
VI. Proposals for 1995 Annual Meeting.................................. 21
VII. Other Matters...................................................... 21

LOGO

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PROXY STATEMENT

FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601

March 10, 1994

SOLICITATION

This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of FMC Corporation, a Delaware corporation
("FMC" or the "Company") from holders of the Company's outstanding shares of
common stock, par value of $.10 per share (the "Common Stock") for use at the
Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held
at the time and place and for the purposes set forth in the accompanying
Notice. Proxies furnished may be revoked by a stockholder at any time prior to
their use, and the shares represented by the proxies received will be voted as
directed. If no direction is given, the shares will be voted as recommended by
the Board of Directors.

The Company will pay all expenses connected with the solicitation of proxies.
In addition to solicitation by mail, officers, directors and regular employees
of the Company may solicit proxies by telephone, telegraph or personal call
without special compensation therefor. The Company expects to reimburse banks,
brokers and other persons for their reasonable out-of-pocket expenses in
handling proxy material for beneficial owners.

Only holders of record of Common Stock at the close of business on February 25,
1994, are entitled to vote at the Annual Meeting. On that date there were
issued and outstanding 36,263,679 shares of Common Stock. Each of such shares
is entitled to one vote.

The Annual Report of the Company for the year 1993, including financial
statements, and this proxy statement and accompanying form of proxy were mailed
on March 10, 1994, to all stockholders of record as of February 25, 1994.

I. ELECTION OF DIRECTORS

The Company's Certificate of Incorporation provides for three classes of
directors of as nearly equal size as possible. The term of each class of
directors is three years, and the term of one class expires each year in
rotation. The term of the directors comprising Class II expires at the 1994
annual meeting of the Company's stockholders.

At the present time it is intended that shares represented by the proxies
received will be voted for the election of Messrs. Brady, Malott and Yeutter,
and Dr. Buffler, the persons nominated by the Board, for a three-year term
expiring at the 1997 annual meeting of stockholders. The nominees currently are
all members of Class II.

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The Board of Directors expects that all of the nominees will be able and
willing to serve as directors. If any nominee should become unavailable, for
reasons not now known, the proxies may be voted for another person nominated by
the present Board of Directors to fill the vacancy, or the size of the Board
may be reduced.

RECOMMENDATION OF THE BOARD

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES LISTED BELOW AS
CLASS II DIRECTORS OF THE COMPANY.

NOMINEES FOR DIRECTOR
CLASS II--FOR A TERM EXPIRING IN 1997

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Name: Larry D. Brady
Principal Occupation: President, FMC Corporation
Age: 51
Director Since: 1989

Mr. Brady was elected President of FMC Corporation in October 1993 and served
as Executive Vice President since September 1989. He also serves as Chairman
and Chief Executive Officer of FMC's 79-percent-owned FMC Gold Company, a
position he assumed in November 1991. He joined FMC in 1978 as Planning
Director of Special Products Group and held several management positions over
the next few years. He was elected a Vice President of the corporation in 1984,
and from 1983 to 1988 he served as General Manager of FMC's Agricultural
Chemical Group. Prior to joining FMC, Mr. Brady held senior management
positions at TRW Inc. and Beatrice Foods Company. He serves on the Executive
Committee of the National Association of Manufacturers, the Board of Directors
of the Museum of Science and Industry, and the Board of Governors of the
Illinois Council on Economic Education and the Food Industries International
Trade council.

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LOGO

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Name: Patricia A. Buffler
Principal Occupation: Dean, Professor of Epidemiology, School
of Public Health, University of California, Berkeley

Age: 55
Director Since: 1994

Dr. Buffler has served in her current position since 1991. From 1979 until 1991
she was associated with the University of Texas Health Sciences Center at
Houston, School of Public Health, where she held numerous positions, including
Associate Dean for Research (1980-84), Director of the Southwest Center for
Occupational and Environmental Health (1988) and as the Ashbel Smith Professor
in Public Health (1989). She received her BSN from Catholic University of
America in 1960, a master's degree in public health and epidemiology and a PhD
in epidemiology from the University of California, Berkeley in 1965 and 1973,
respectively. She currently serves as an advisor to the World Health
Organization, the National Center for Occupational Safety and Health, the U.S.
Department of Energy, the U.S. Environmental Protection Agency and the National
Research Council/National Academy of Sciences. She also is President of the
International Society of Environmental Epidemiology.

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Name: Robert H. Malott
Principal Occupation: Chairman of the Executive Committee and
Former Chairman of the Board and Chief Executive Officer, FMC
Corporation
Age: 67
Director Since: 1970

Mr. Malott joined FMC Corporation in 1952 and retired in October 1991 after
serving as Chairman and Chief Executive Officer since 1973. He is also on the
Board of Amoco Corporation, United Technologies Corporation, RBX Corporation
and Swiss Bank Corporation (Council of International Advisors). He is on the
Board of The National Museum of Natural History (Chairman), the Aspen
Institute, the Lyric Opera of Chicago, the National Park Foundation, American
Enterprise Institute, the Hoover Institution, The Business Council, the
University of Chicago, Argonne National Laboratories and the Illinois Business
Roundtable (Policy Committee).

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Name: Clayton Yeutter
Principal Occupation: Of Counsel, Law Firm of Hogan & Hartson
Age: 63
Director Since: 1993

Mr. Yeutter originally joined FMC's Board in 1991 and resigned in 1992 to
accept a position as Counselor to the President of the United States for
Domestic Policy. He was appointed chairman of the Republican National Committee
in 1991 after serving as Secretary of Agriculture from 1989. From 1985 to 1989,
Mr. Yeutter served as U.S. Trade Representative. Prior to that, he was
President and Chief Executive Officer of the Chicago Mercantile Exchange since
1978. He was a senior partner of the law firm of Nelson, Harding, Yeutter &
Leonard in Lincoln, Nebraska during 1977-78. He served as Deputy Special Trade
Representative from 1975 to 1977. Mr. Yeutter earlier held several additional
positions with the Department of Agriculture and also spent several years as a
faculty member of the Department of Agricultural Economics at the University of
Nebraska. He is a director of Texas Instruments, Inc., Conagra Inc.,
Caterpillar Inc., BAT Industries and the Oppenheimer Funds group of investment
companies.

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DIRECTORS CONTINUING IN OFFICE
CLASS III--TERM EXPIRING IN 1995

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Name: B. A. Bridgewater, Jr.
Principal Occupation: Chairman of the Board, President and
Chief Executive Officer, Brown Group, Inc.
Age: 59
Director Since: 1979

Mr. Bridgewater became Chairman and Chief Executive Officer of Brown Group,
Inc., in March 1985. Brown Group is a diversified manufacturer and retailer of
footwear and specialty apparel. Mr. Bridgewater became the company's Chief
Executive Officer in June 1982, served as President from 1979 to 1987 and in
1990 resumed the presidency of the company. From 1975 to 1979, he was Executive
Vice President of Baxter Travenol Laboratories, and from 1964 to 1975 he was a
Director of McKinsey & Company, Inc. He served as Associate Director of
National Security and International Affairs in the Office of Management and
Budget in the Executive Office of the President of the United States. He is a
director of McDonnell Douglas Corporation, ENSERCH Corporation and Boatmen's
Bancshares, Inc. He is a Trustee of Washington University in St. Louis.

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LOGO

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Name: Paul L. Davies, Jr.
Principal Occupation: President, Lakeside Corporation, a real
estate investment company
Age: 63
Director Since: 1965

Mr. Davies became the President of Lakeside Corporation in 1989. Previously, he
had been a Partner in the San Francisco law firm of Pillsbury, Madison & Sutro
from 1963 to 1989. He was an Associate of the law firm from 1957 to 1963. He is
a Director of FMC Gold Company and Sumitomo Bank of California, President of
The Herbert Hoover Foundation, Inc., Member of the Board of Overseers of the
Hoover Institution and an Honorary Trustee of the California Academy of
Sciences.

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Name: William F. Reilly
Principal Occupation: Chairman and Chief Executive Officer of
K-III Communications Corp., a private investment and business
development firm
Age: 55
Director Since: 1992

Mr. Reilly is a founding partner of K-III Communications Corp. He has served as
Chairman and Chief Executive Officer of the firm since February 1990. From 1980
to 1990 he was with Macmillan, Inc., where he served as President and Chief
Operating Officer since 1981. Prior to that, he was withW.R. Grace since 1964,
serving as Assistant to the Chairman from 1969 to 1971 and serving successively
from 1971 to 1980 as President and Chief Executive Officer of its Textile,
Sporting Goods and Home Center Divisions. Mr. Reilly serves on the Liberal Arts
Board of Notre Dame University.

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Name: James R. Thompson
Principal Occupation: Chairman, Chairman of the Executive
Committee and Partner, Law Firm of Winston & Strawn, Chicago,
Illinois
Age: 57
Director Since: 1991

Governor Thompson was named Chairman of the Chicago law firm of Winston &
Strawn in January 1993. He joined the firm in January 1991 as Chairman of the
Executive Committee after serving four terms as Governor of the State of
Illinois from 1977 until January 14, 1991. Prior to his term as Governor, he
served as U.S. Attorney for the Northern District of Illinois from 1971-1975.
Governor Thompson served as the Chief of the Department of Law Enforcement and
Public Protection in the Office of the Attorney General of Illinois, as an
Associate Professor at Northwestern University School of Law, and as an
Assistant State's Attorney of Cook County. He is a former Chairman of the
President's Intelligence Oversight Board and a member of the Board of Directors
of Chicago & Northwestern Holding Corporation, the Chicago Board of Trade, the
Chicago Sun Times Company, Prime Retail, Inc. and Pechiney, Int. He serves on
the Boards of the Chicago Historical Society, the Museum of Contemporary Art,
the National Trust for Historic Preservation, the Lyric Opera, the Illinois
Math & Science Academy and the Illinois Academy of Fine Arts.

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CLASS I--TERM EXPIRING IN 1996

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Name: William W. Boeschenstein
Principal Occupation: Retired Chairman of the Board and Chief
Executive Officer, Owens-Corning Fiberglas Corporation
Age: 68
Director Since: 1975

Mr. Boeschenstein retired as Chairman and Chief Executive Officer of Owens-
Corning Fiberglas Corporation in 1990. He was named Chairman of the company in
November 1981. He became Chief Executive Officer in January 1973 and was named
President and Chief Operating Officer in August 1971. Mr. Boeschenstein joined
Owens-Corning Fiberglas in 1950 and held a series of sales, marketing and
management positions. He became a Vice President of the company in 1959. Mr.
Boeschenstein is a Director of Owens-Corning Fiberglas and Prudential Insurance
Company of America.

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LOGO

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Name: Robert N. Burt
Principal Occupation: Chairman of the Board and Chief Executive
Officer, FMC Corporation
Age: 56
Director Since: 1989

Mr. Burt is Chairman of the Board and Chief Executive Officer of FMC
Corporation. He joined FMC in 1973 and held a series of management positions
over the next few years. He was appointed General Manager of the Company's
Agricultural Chemical Group in 1977 and became General Manager of the Company's
Defense Systems Group in 1983. Mr. Burt was elected a Vice President of the
Company in 1978 and Executive Vice President in September 1988. He became
President of the corporation in March 1990, and Chairman and Chief Executive
Officer in November 1991 and resigned as President in 1993 upon the election of
Mr. Brady to that office. Mr. Burt served concurrently as Chairman and Chief
Executive Officer of FMC's 79-percent-owned FMC Gold Company from May 1989 to
November 1991. Prior to joining FMC, Mr. Burt held management positions with
Chemetron Corporation and Mobil Oil Corporation. He is a Director of Phelps-
Dodge Corporation, and he serves on the Board of Trustees of the Manufacturers
Alliance for Productivity and Innovation, and the Orchestral Association of
Chicago, on the Boards of Directors of Chemical Manufacturers Association, the
Rehabilitation Institute of Chicago, the Economic Club of Chicago and as a
member of the Defense Policy Advisory Committee on Trade.

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Name: Jean A. Francois-Poncet
Principal Occupation: Member of the French Senate
Age: 65
Director Since: 1982

Mr. Francois-Poncet was elected to the French Senate in September 1983. From
1978 to 1981, he served as the Minister of Foreign Affairs of France, and from
1976 to 1978 he was Secretary General to the French Presidency under Valery
Giscard d'Estaing. Mr. Francois-Poncet entered the private sector from 1970 to
1975 as Chairman and Chief Executive Officer of Carnaud and Company, a major
French producer of tinplate and containers. He began his public sector career
in 1955, when he joined the French Ministry of Foreign Affairs. His assignments
included European and African affairs and diplomatic appointments in the French
embassies in Morocco and Iran. Mr. Francois-Poncet serves as a member of the
Supervisory Board of Daimler-Benz, A.G.

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Name: General Edward C. Meyer (Retired)
Principal Occupation: Managing Partner, Cilluffo Associates,
L.P., a private investment group; and an International
Consultant
Age: 65
Director Since: 1983

General Meyer retired as Chief of Staff of the United States Army in 1983 and
today is a managing partner of Cilluffo Associates and an international
consultant. In other major assignments, he served as Senior Military
Representative on the Military Staff of the United Nations in New York and as
Deputy Chief of Staff of Operations and Plans for the U.S. Army in Washington,
DC. He is a Director of ITT Corporation, Brown Group, Inc., Alcatel, N.V., GRC
International, and FMC-Nurol Savunma Sanayii A.S., an FMC-Turkish joint
venture. He is a Trustee of The MITRE Corporation and the George Marshall
Foundation, and a member of the Board of Trustees of Scientists' Institute for
Public Information, the Board of Overseers of the Hoover Institution and the
Board of Advisors of the Center for Strategic and International Studies. He is
President of the Army Emergency Relief Association.

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INFORMATION CONCERNING THE BOARD OF DIRECTORS

MEETINGS. During 1993, the Company's Board of Directors held seven regular
meetings, including an organization meeting held by written consent of all of
the Directors as permitted by Delaware law. During 1993, all incumbent
directors attended at least 75 percent of the total number of meetings of the
Board and all committees on which they served.

COMMITTEES. The Board has five standing committees -- an Audit Committee, a
Compensation and Organization Committee, an Executive Committee, a Nominating
and Board Procedures Committee, and a Public Policy Committee. In 1986, the
Board also appointed an ad hoc Special Litigation Committee.

The Audit Committee reviews the effectiveness of the independent public
accountants and the internal auditors, including the scope of their audit
activities, and ensures that no restrictions are placed on the scope or
implementation of their audits; reviews the fees of the independent public
accountants and any significant comments or problems identified as a result of
their audits; reviews the nature of any changes in accounting policies or
principles that have a material import; inquires into the effectiveness and
adequacy of the Company's financial and accounting organization and internal
controls; reviews officers' expense accounts; evaluates procedures for securing
and confirming compliance with the Company's Business Conduct Guidelines;
reviews potentially significant litigation; and reviews with management and the
independent public accountants the financial statements and other material
included in any registration statement or annual report on Form 10-K filed with
the Securities and Exchange Commission. The Audit Committee, composed of
Messrs. Boeschenstein (Chairman), Bridgewater, Reilly and Yeutter, met twice
during 1993.

LOGO

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The objectives of the Compensation and Organization Committee, which comprises
only outside directors, are to review and approve compensation policies and
practices for top executives, establish the total compensation for the Chief
Executive Officer, review major changes in the Company's employee benefit
plans, monitor and review significant organization changes and management
succession planning, and recommend to the Board of Directors candidates for
officers of the Company. Messrs. Davies (Chairman), Boeschenstein, Bridgewater,
Boyd and Meyer made up the Compensation and Organization Committee, which met
twice in 1993.

The function of the Executive Committee is to act in place of the Board when
the full Board is not in session. The members of that committee, which met
three times in 1993, are Messrs. Malott (Chairman), Bridgewater, Burt, Davies
and Meyer.

The Nominating and Board Procedures Committee is responsible for reviewing and
recommending candidates for director, recommending Board meeting format,
reviewing and approving director compensation policies and establishing
director retirement policies. If a stockholder wishes to recommend a nominee
for director, the recommendation should be sent to the Corporate Secretary, at
the address appearing on the first page of this proxy statement, not less than
60 nor more than 90 days prior to an annual meeting of stockholders. All
serious recommendations will be considered by the Committee. Messrs.
Bridgewater (Chairman), Boeschenstein, Burt, Malott, Reilly and Thompson make
up the Nominating and Board Procedures Committee, which met twice during 1993.

The duties of the Public Policy Committee are to review the Company's
government and legislative programs and relations, determine the
appropriateness of the Company's programs in such areas as affirmative action,
environmental and product quality, and employee safety and health, assess the
Company's efforts to improve local employee community involvement and review
the activities of the Company's charitable foundation. The Public Policy
Committee, whose members during 1993 were Messrs. Meyer (Chairman), Boyd,
Brady, Francois-Poncet, Thompson and Yeutter, met twice during 1993.

The ad hoc Special Litigation Committee was originally formed by the Board in
1986 for oversight of the Company's litigation for insider trading and other
misuse of confidential information in connection with the recapitalization of
the Company in 1986. The Committee met three times during 1993. The Committee
is composed of Messrs. Thompson (Chairman), Davies and Malott.

Remuneration. Directors who are not officers of the Company receive $25,000 per
year, $800 for each Board meeting attended, $800 for each Committee meeting
attended and reimbursement of reasonable expenses incident to their service.
Each non-officer Chairman of a Board Committee receives an additional annual
retainer of $2,500. From 1987-1993, $15,000 of the annual retainer paid to
outside directors has been paid in cash and $10,000 has been paid in stock
units credited to their accounts on the Company's books. Beginning in 1994,
directors may elect, effective on six-months advance notice, to have all or any
portion of the annual retainer, but not less than $10,000, paid in such stock
units. The number of such units to be credited is determined as of May 1st of
each year by dividing $10,000, or such greater amount as a Director may elect,
by the then-current market price of the Company's

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Common Stock. Upon retirement or other termination of a directorship, an
outside director will be entitled to receive a number of shares of the
Company's Common Stock equal to the number of stock units credited to his or
her account. The director's account is unfunded, and no payment is due until
the directorship terminates.

Outside directors who complete at least five years continuous service on the
Board and who either remain on the Board until age 70 or are designated by the
Nominating and Board Procedures Committee will receive annual cash retirement
payments equal to the annual retainer in effect at the time the director
retired. The retirement payments will continue for the number of years of
active service as a director up to a maximum of 10 years. Officers of the
Company receive no additional compensation for their service as directors. No
other remuneration is paid to directors, and directors who are not employees of
the Company do not participate in the Company's employee benefit plans.

The Company or its subsidiaries have done business in 1993 with certain
organizations of which directors of the Company are or, since January 1, 1993,
were officers or directors. In no case have the amounts involved been material
in relation to the business of the Company or, to the knowledge and belief of
management of the Company, to the business of the other organizations or to the
individuals concerned. During 1993, the Company paid General Meyer and Mr.
Malott $123,677 and $458,333 respectively, and reimbursed them or paid for
expenses incurred in connection with consulting services they provided to the
Company, including office space and office support services for Mr. Malott. Mr.
Malott also receives certain benefits from the Company including tax and
financial planning assistance, payment of dues and memberships, and use of
Company provided transportation. The cost of such benefits paid in or
attributable to 1993 was $129,805.

Other Matters. There is no family relationship between any of the directors or
officers of the Company. Without admitting or denying the allegations, in 1989
Mr. Reilly consented to the issuance of an injunction by a United States
District Court with respect to certain disclosure requirements arising out of
the filing in 1987 of a Schedule 13D in connection with the Macmillan, Inc.
ESOP, of which he was a trustee.

LOGO

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SECURITY OWNERSHIP OF THE COMPANY

Management. The following table shows, as of March 1, 1994, the number of
shares of Common Stock of the Company beneficially owned by each director and
nominee, the chief executive officer and the four other most highly compensated
executive officers and of such persons and all other executive officers as a
group. Except for Mr. Malott, who beneficially owns approximately 1.3 percent,
no nominee, director or executive officer owns beneficially more than 1 percent
of the outstanding Common Stock. As a group, the directors and officers own 3.8
percent of the Common Stock.

Beneficial Ownership on
March 1, 1994
-----------------------
Common Stock
Name of the Company
---- -----------------------

William F. Beck.............................. 91,103
William W. Boeschenstein (2)(3).............. 5,739
William B. Boyd (2).......................... 1,739
Larry D. Brady (1)........................... 81,019
Patricia A. Buffler.......................... --
Robert N. Burt (1)........................... 125,167
B.A. Bridgewater, Jr. (2).................... 2,839
Paul L. Davies, Jr. (2)(4)................... 38,339
Jean A. Francois-Poncet (2).................. 2,039
Robert B. Hoffman............................ 19,363
William J. Kirby............................. 67,201
Robert H. Malott (1)(2)(5)................... 485,250
Edward C. Meyer (2).......................... 2,839
William F. Reilly (2)........................ 10,446
James R. Thompson (2)........................ 771
Clayton Yeutter.............................. 427
All directors and executive officers as a
group
(32 persons) (1)(2)......................... 1,403,209

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(1) Shares "Beneficially owned" include (i) shares owned by the individual,
(ii) shares held by the FMC Employees' Thrift and Stock Purchase Plan
("Thrift Plan") for the account of the individual and (iii) shares subject
to options that are exercisable within 60 days. Items (ii) and (iii) in the
aggregate are 86,861 shares for Mr. Burt, 71,019 shares for Mr. Brady,
266,276 shares for Mr. Malott, 72,636 shares for Mr. Beck, 18,348 shares
for Mr. Hoffman and 48,086 shares for Mr. Kirby and 969,241 shares for all
directors and executive officers as a group. These numbers do not include
the undeterminable number of shares of Common Stock held in the Thrift Plan
that may be voted by the Plan Trustee if the beneficial owners, the
participants in the Thrift Plan, do not exercise their right to direct such
vote (see page 12).

(2) Includes shares credited to individual accounts of non-employee directors
under the FMC Deferred Stock Plan for Non-Employee Directors. (See
"Remuneration," page 9). Each of the non-employee

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directors has been credited with a total of 1,839 shares except for Messrs.
Boyd, 1,539 shares, Thompson, 671 shares, Malott and Reilly, 446 shares and
Yeutter, 227 shares. Directors have no voting or dispositive power over these
shares until distributed after the Director retires from the Board and, until
such distribution, directors have only an unsecured claim against the
Company.

(3) Includes 1,600 shares owned by Mr. Boeschenstein's wife and 300 by his son,
as to which shares he disclaims any beneficial interest.

(4) Includes 25,000 shares owned by Mr. Davies as direct beneficial owner;
4,500 shares held in trusts of which Mr. Davies is the trustee or a co-
trustee and 7,000 shares owned by Mr. Davies' wife. Mr. Davies disclaims
beneficial interest in 9,500 of these shares.

(5) Includes 31,492 shares owned by Mr. Malott's wife and 3,210 shares held in
trust for his children; Mr. Malott disclaims any beneficial interest in
such shares.

(6) Share interests shown above do not include ownership of common stock of FMC
Gold Company in which FMC beneficially owns 58,606,700 shares, or 79.8% of
the outstanding stock (Mr. Malott, 1,000 shares; Mr. Burt, 1,000 shares;
Mr. Davies, 1,000 shares; Mr. Brady, 3,000 shares; and all directors and
executive officers as a group, 9,000 shares).

Certain Other Beneficial Owners. The following table shows the name and address
of each person known to the Company to own more than 5 percent of the Company's
outstanding shares of Common Stock as of March 1, 1994:

Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership % of Class
- ------------------------------------ ----------------------------------- ----------

FMC Employees' Thrift and Stock Purchase 8,484,961 shares held in trust for 23.4
Plan participants in the Thrift Plan (1)
c/o FMC Corporation
200 E. Randolph Drive
Chicago, IL 60601
State of Wisconsin Investment Board 2,424,875 shares (2) 6.7
P.O. Box 7842
Madison, WI 53707
College Retirement Equities Fund 2,090,867 shares (2) 5.8
730 Third Avenue
New York, NY 10017

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(1) These shares may be voted by the Thrift Plan trustee if the beneficial
owners, the participants in the Thrift Plan, do not exercise their right to
direct such vote. Such shares may be tendered or sold by the trustee in
response to a tender or exchange offer only in accordance with the written
instructions of the participants. The trustee has no authority in such
circumstances to tender or sell shares as to which no instructions have
been furnished.

(2) The number of shares of stock beneficially owned was determined by a review
of Schedule 13Gs, as amended, as supplemented by Schedule 13Fs filed with
the Securities and Exchange Commission and which state that the beneficial
owners had sole voting and dispositive power as to all of the shares shown.

LOGO

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II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

KPMG Peat Marwick, which has served as independent auditors for the Company
since 1928, has been recommended by the Audit Committee of the Board to act in
that capacity in 1994.

A representative of KPMG Peat Marwick is expected to be present at the meeting,
with the opportunity to make a statement if such representative desires to do
so, and will be available to respond to appropriate questions.

RECOMMENDATION OF THE BOARD

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION OF
KPMG PEAT MARWICK AS INDEPENDENT AUDITORS FOR THE YEAR 1994.

III. EXECUTIVE COMPENSATION

The following tables, charts and narrative show all compensation that has been
awarded or paid to or earned by the Chief Executive Officer (CEO) and each of
the four most highly compensated executive officers other than the CEO during
the years shown:

SU~MMARY COMPENSATION TABLE

Annual Long Term
Compensation Compensation
--------------- ------------
Awards(1)
---------
Securities
Underlying All Other
Name And Principal Salary Bonus Options/SARs Compensation(2)
Position Year ($) ($) (#) ($)
(A) (B) (C) (D) (E) (F)
------------------ ---- ------ ----- ------------ ---------------

ROBERT N. BURT(3) 1993 562,500 313,875 -- 44,121
Chairman of the Board 1992 508,333 391,518 55,000 30,193
and Chief Executive Officer 1991 351,000 268,952 -- 17,947
LARRY D. BRADY(4) 1993 375,805 182,191 -- 28,519
President 1992 348,851 232,398 31,400 21,148
1991 279,605 193,640 -- 15,135
WILLIAM F. BECK 1993 317,100 118,294 -- 269,166
Vice President and 1992 302,500 156,026 22,100 228,195
Group Manager 1991 274,291 127,348 -- 11,243
WILLIAM J. KIRBY 1993 286,350 143,805 -- 22,044
Vice President-- 1992 278,010 177,698 18,300 16,286
Administration 1991 259,822 183,447 -- 14,324
ROBERT B. HOFFMAN 1993 279,676 125,351 -- 570
Vice President 1992 271,530 173,557 16,600 --
1991 258,600 181,421 -- --

- --------------------------------------------------------------------------------
- ------
(1) Employees who were granted options in 1992 were also granted contingent
performance awards which become payable, in cash, in 1996 only if (i) the
Compensation and Organization Committee determines that the options then
have little or no value, (ii) the employee has continued in the employment
of the Company, and (iii) performance objectives established by the
Committee are achieved (See Compensation Committee Report on pages 16 to
18). The amounts of such contingent awards in 1992 were $1,020,000 for Mr.
Burt, $583,000 for Mr. Brady, $410,500 for Mr. Beck, $339,500 for Mr. Kirby
and $308,500 for Mr. Hoffman. Contingent awards have been made under the
Plan since 1986, but the value of the options granted has been such that no
contingent awards have been paid.

(2) Consists of annual Company matching contributions to Thrift [401 (k)] plans
and, in the case of Mr. Beck, $246,973 in payments attributable to Mr.
Beck's overseas assignment designed to equalize the cost of living and tax
costs associated with such an assignment with those associated with a
domestic assignment.

(3) Mr. Burt became Chairman of the Board and Chief Executive Officer on
November 1, 1991.

(4) Mr. Brady became President on October 22, 1993, after serving as Executive
Vice President since September 1989.

No options or stock appreciation rights were granted under the Company's
Incentive Share Plan in 1993 to any of the officers named in the Summary
Compensation Table.

Shown below is information with respect to options to purchase the Company's
Common Stock exercised in 1993 by the officers named in the Summary
Compensation Table and unexercised options held by them at December 31, 1993.

AGGREGATED OPTION EXERCISES IN 1993 AND YEAR-END OPTION VALUES

Value of
Unexercised
in-the-Money
Number of Securities Options
Underlying Unexercised at December 31,
Options/SARs at 1993
December 31, 1993 (#) ($)(1)
Shares Acquired Value ---------------------- ------------------
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(A) (B) (C) (D) (E)
---- --------------- ---------- ---------------------- ------------------

Robert N.
Burt 71,054 $2,281,529 19,700/85,400 $ 445,713/527,650
Larry D.
Brady -- -- 38,620/57,200 1,048,540/436,350
William
F. Beck 19,135 612,458 38,500/47,900 1,000,312/429,375
William
J. Kirby 46,000 1,438,615 18,194/41,300 441,102/381,725
Robert B.
Hoffman -- -- 0/35,900 0/321,250

- ------
(1) The closing price of the Company's Common Stock at December 31, 1993, was
$47.125.

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RETIREMENT PLANS

Under the Company's Pension Plan and its supplements, "covered remuneration"
includes only the remuneration appearing in Columns (C) and (D) of the Summary
Compensation Table on page 13. The following table shows the estimated annual
retirement benefits under the Pension Plan for eligible salaried employees
(including officers) payable to employees at various salary levels who retire
in 1994 at age 65 (normal retirement age) for representative years of service.
The amount shown will not be reduced by Social Security benefits or other
offsets. Payment of benefits shown is contingent upon continuance of the
present provisions of the Pension Plan until the employee retires.

PENSION PLAN TABLE

Estimated Annual Retirement Benefits
Final for Years of Service Indicated
Average --------------------------------------------------------------
Earnings 15 Years 20 Years 25 Years 30 Years 35 Years
-------- -------- -------- -------- -------- --------

$ 50,000 $ 9,427 $ 12,569 $ 15,711 $ 18,853 $ 21,995
150,000 31,927 42,569 53,211 63,853 74,495
250,000 54,427 72,569 90,711 108,853 126,995
350,000 76,927 102,569 128,211 153,853 179,495
450,000 99,427 132,569 165,711 198,853 231,995
550,000 121,927 162,569 203,211 243,853 284,496
650,000 144,427 192,569 240,711 288,853 336,996
750,000 166,927 222,569 278,211 333,853 389,496
900,000 200,677 267,569 334,461 401,353 468,247
1,000,000 223,177 297,569 371,961 446,353 520,747

Final average earnings in the above table means the average of covered
remuneration for the highest sixty consecutive calendar months out of the 120
calendar months immediately preceding retirement. Benefits applicable to a
number of years of service or final average earnings different from those in
the above table, or to a person who retires after 1994, are equal to the sum of
(A) 1 percent of allowable Social Security Covered Compensation ($24,312 for a
participant retiring at age 65 in 1994) times years of credited service and (B)
1.5 percent of the difference between final average earnings and allowable
Social Security Covered Compensation times years of credited service. ERISA
limits the annual benefits that may be paid from a tax-qualified retirement
plan. Accordingly, as permitted by ERISA, the Company has adopted supplemental
arrangements to maintain total benefits upon retirement at the levels shown in
the table. At March 1, 1994, Messrs. Burt, Brady, Beck, Kirby and Hoffman had,
respectively 20, 16, 30, 32 and 11 years of credited service under the Plan.

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TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

In 1982, on the recommendation of the Compensation and Organization Committee,
the Board of Directors adopted an Executive Severance Plan designed to serve
the best interests of the Company and its stockholders. The purpose of this
plan is (1) to ensure that the stockholders' interest is protected during
negotiations relating to possible business combination transactions by placing
executives responsible for negotiations in an objective, impartial position;
and (2) to encourage key managers to remain with the Company to run the
Company's businesses. All of the persons named in the Summary Compensation
Table are participants in this plan and, upon termination of their employment
due to a "change in control" of the Company within two years of that change in
control, could be entitled to benefits from the Company including (i) a cash
payment in an amount equal to, in the case of the Company's Chairman and its
President, three times their respective annual compensation (including bonuses)
or, in the case of other participating executives, up to two times annual
compensation, (ii) acceleration of the vesting of Performance Awards and the
exercise date of options held by them under the Incentive Plan, and (iii)
continuation of their usual employee benefits for up to three years after
termination.

The Executive Severance Plan defines "change in control" as a transaction that
would be required to be reported in response to Item 5 (f) of Schedule 14A
under the Exchange Act; provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any person, entity or group is
or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 20 percent or more of the combined voting power of the
Company's then outstanding securities, or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors cease for any reason to constitute at least a majority
thereof unless the election or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-
thirds of the directors then still in office who were directors at the
beginning of such period. In addition, either the Company's Chairman or its
President would be entitled to receive benefits under the Executive Severance
Plan in the event he voluntarily terminates his employment with the Company
within two years after a change in control resulting from (i) one or more
persons owning from 20 percent to 50 percent of the outstanding voting shares
of the Company, and the Board approves the payment of such benefits, or (ii)
one or more persons owning more than 50 percent of such shares. The Executive
Severance Plan provides that no payment may be made to any participant if such
payment would be nondeductible by the Company under Section 280G of the
Internal Revenue Code.

REPORT OF THE COMPENSATION COMMITTEE

FMC's executive compensation program is designed to align total compensation
with shareholder interests. The program:

. Incents and rewards executives for sound business management and
improvement in shareholder value.

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. Balances its components so that annual financial and longer term strategic
objectives are recognized.

. Requires achievement of objectives within a "high performance" environment
to be rewarded financially.

. Attracts, motivates and retains executives necessary for the long-term
success of FMC Corporation.

The program comprises three compensation components--base salary, variable
incentive awards (annual bonus) and long-term incentive awards (stock options).

Base Salary. FMC uses external surveys to set competitive compensation levels
(salary ranges) for its executives. These large databases cover a majority of
comparable companies at the Fortune 500 level. Performance graph companies are
well represented.

Salary ranges for FMC executives are established that relate to similar
positions in other companies of comparable size and complexity. Within these
ranges, target performance levels are delineated to recognize different levels
of performance ranging from a "learner" or "needs improvement" level to an
"exceptional" level.

Starting placement in a salary range is a function of an employee's
contribution (i.e., skills, experience and expertise, and anticipated job
performance). Each year, performance is evaluated against mutually agreed-upon
objectives and performance standards that may, in large part, be highly
subjective; a performance rating is established; and a salary increase may be
granted.

In 1993, R.N. Burt's salary range was increased to a level competitive with
CEOs in comparable companies. A salary increase was granted, which placed him
at slightly under 90 percent of his salary range midpoint. In determining Mr.
Burt's salary increase, the Compensation Committee considered FMC's strong
strategic performance, the successful negotiation of several acquisitions,
conclusion of the joint venture with Harsco Corporation, strengthening of the
Company's management team, including recent important management additions, and
his sponsorship of change initiatives throughout FMC's businesses. Mr. Burt's
1993 performance focused primarily on FMC's longer-term strategic needs
relating to globalization, portfolio strengthening, and management depth and
diversity, while managing FMC through difficult short-term challenges of a
worldwide recession and eroding chemical prices.

Variable Incentive Award (annual bonus). All executives participate in FMC's
Management Incentive Plan. Achievement of high standards of business and
individual performance are rewarded financially, and significant compensation
is at risk for failing to meet those high standards. At the executive level,
target incentives approximate one-half of base salary, while actual payments
can range from zero to twice the target incentive, based on performance, and
are calculated by comparing financial performance and individual strategic
performance to objectives established for the year.

- --------------------------------------------------------------------------------

For 1993, business performance was weighted at 40 percent of the total, and it
is evaluated against two targets--Operating Profit After Tax (70 percent) and
Working Capital (30 percent). Strategic performance, weighted at 60 percent of
the total, was measured against key strategic objectives. In 1993, Mr. Burt's
annual bonus was based on those business performance targets and achievement of
more subjective strategic objectives focusing on globalization, management
depth and diversity, and portfolio strengthening. OPAT and Working Capital
performance in 1993 was less than plan. Mr. Burt's strategic objectives were
met as regional business opportunities emerged, companies were acquired, a
major joint venture accomplished, and corporate restructuring was initiated.

Long-term Incentive Awards. This plan is designed to link closely the long-term
reward of executives with increases in shareholder value. While giving broad
discretion to the Committee to select appropriate types of awards, it has
consisted of a combination of non-qualified stock options and a conditional
dollar award payable only if (i) the stock option has little or no value at the
end of a four-year performance period, (ii) performance targets are met, and
(iii) the Compensation Committee approves payment. The award vesting period is
four years, with an option term of 15 years. To determine the number of options
to be granted to an executive, the Committee first multiplies the midpoint of
the salary range for an executive's salary grade by a percentage applicable to
that grade (ranging from 50 percent to 100 percent) and divides that product by
the then current market price for the Company's shares. The Committee then
applies a multiple based on comparative data, individual contributions and
potential and current business conditions. In recent years that multiple has
ranged from one to three. In approving grants under the Plan, the number of
options previously awarded to and held by executive officers is considered but
is not regarded as a significant factor in determining the size of current
option grants. Performance targets applicable to the conditional dollar award
have been a combination of return on investment and growth in capital employed,
weighted equally. The Committee believes that return on investment and growth
in capital employed are the criteria most likely to be reflected in shareholder
value. To date, no conditional dollar awards have been paid because of the gain
in the stock option value. Awards to persons named in the Summary Compensation
Table and other executive officers are generally made every two years; no
awards were made in 1993 except for two newly elected officers.

The Committee will continue to review the $1 million cap on tax-deductible
compensation, but believes that it is not now a significant issue for FMC.

Stock Retention Policy. The Company has established guidelines setting forth
expectations for ownership of stock by officers and management. The guidelines
for stock retention are based on a multiple of the employee's total
compensation midpoint.

The preceding report has been furnished by the following members of the
Compensation and Organization Committee:

Paul L. Davies, Jr., Chairman
William W. Boeschenstein
William B. Boyd
B.A. Bridgewater, Jr.
Edward C. Meyer

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STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The following charts compare the yearly percentage change in the cumulative
shareholder return on the Company's Common Stock against the cumulative total
return of the S&P Composite--500 Stock Index and the Dow Jones Diversified
Industrials Index for the five years commencing January 1, 1989 and ended
December 31, 1993, and for the 10 years commencing January 1, 1984 and ended
December 31, 1993.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
FMC, S&P 500 INDEX, & DOW JONES DIVERSIFIED INDUSTRIALS INDEX

[GRAPH APPEARS HERE]

DECEMBER 31 1988 1989 1990 1991 1992 1993
- -------------------------------------------------------------------------------------------

FMC 100.00 110.16 99.61 149.61 154.69 147.27
- -------------------------------------------------------------------------------------------
S&P 500 100.00 131.69 127.60 166.47 179.15 197.21
- -------------------------------------------------------------------------------------------
DIV INDS 100.00 125.69 116.83 144.66 168.33 205.69

- --------------------------------------------------------------------------------

COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
FMC, S&P 500 INDEX, & DOW JONES DIVERSIFIED INDUSTRIALS INDEX

[GRAPH APPEARS HERE]

DECEMBER 31 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993
- -----------------------------------------------------------------------------------------

FMC 100.00 126.78 152.32 341.37 447.43 424.23 467.32 422.58 634.69 656.23 624.75
- -----------------------------------------------------------------------------------------
S&P
500 100.00 106.22 139.83 165.86 174.45 203.43 267.88 259.56 338.65 364.45 401.18
- -----------------------------------------------------------------------------------------
DIV
INDS 100.00 102.22 135.39 157.34 176.10 201.37 253.11 235.25 291.30 338.98 414.20

IV. VOTE REQUIRED

Under Delaware law, directors are elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. This means that the four nominees for
election as directors at the Annual Meeting who receive the greatest number of
votes cast for the election of directors by the holders of the Company's Common
Stock entitled to vote at that meeting, a quorum being present, shall become
directors at the conclusion of the tabulation of votes. An affirmative vote of
the holders of a majority of the Company's Common Stock present in person or
represented by proxy and entitled to vote at the meeting, a quorum being
present, is necessary to approve the action proposed in item II of this Proxy
Statement.

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- --------------------------------------------------------------------------------

Under Delaware law and the Company's Restated Certificate of Incorporation and
By-Laws, the aggregate number of votes entitled to be cast by all stockholders
present in person or represented by proxy at the meeting, whether those
stockholders vote "FOR," "AGAINST" or abstain from voting, will be counted for
purposes of determining the minimum number of affirmative votes required for
approval of items II and III, and the total number of votes cast "FOR" either
of these matters will be counted for purposes of determining whether sufficient
affirmative votes have been cast. An abstention from voting and broker non-
votes on a matter have the same legal effect as a vote "against" the matter.

V. COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act requires the Company's officers
and directors, and persons who own more than 10 percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (SEC)
and the Pacific Stock Exchange. Such persons are required by SEC regulation to
furnish the Company with copies of all Forms 3, 4 and 5 they file although the
Company has undertaken the preparation and filing of such reports on behalf of
its officers and directors.

Based solely on the Company's review of the copies of the forms it has filed
and copies of such forms it has received, the Company believes that all its
officers, directors and greater than 10 percent beneficial owners complied with
all filing requirements applicable to them with respect to transactions during
fiscal 1993 except with respect to one Form 4 report filed approximately one
week late by the independent trustee of the Company's 401(k) plan.

VI. PROPOSALS FOR 1995 ANNUAL MEETING

Stockholder proposals for the 1995 Annual Meeting must be received at the
principal executive offices of the Company, 200 East Randolph Drive, Chicago,
Illinois 60601, not later than November 10, 1994, for inclusion in the 1995
proxy statement and form of proxy. Under the Company's by-laws, for a proposal
not included in the proxy statement to be properly brought before an annual
meeting by a stockholder, the stockholder must give notice thereof to the
Secretary of the Company not less than 60 or more than 90 days prior to the
meeting setting forth (i) a description of the business, (ii) the stockholder's
name and address, (iii) the class and number of shares owned beneficially by
the stockholder, and (iv) any material interest of the stockholder in such
business.

VII. OTHER MATTERS

The Board does not know of any other business which, if presented, would be
proper for a stockholder meeting and which may be presented for consideration
at the meeting. If any business not described herein should come before the
meeting, the persons named in the enclosed proxy will vote on those matters in
accordance with their best judgment.

Robert L. Day
Secretary

LOGO LOGO

- --------------------------------------------------------------------------------

FMC Corporation
200 East Randolph Drive
Chicago, IL 60601

NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
APRIL 15, 1994
AND PROXY STATEMENT

FMC CORPORATION

GRAPHICS APPENDIX LIST

PHOTOS OF THE DIRECTORS AND NOMINEES FOR DIRECTORS APPEAR TO THE LEFT
OF EACH RESPECTIVE NAME ON PAGES 12, 13 AND 14.

THE GRAPHS ON PAGES 19 AND 20 REPRESENT THE COMPARISONS OF THE FIVE AND TEN
YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN FOR FMC, S&P 500 INDEX AND DOW JONES
DIVERSIFIED INDUSTRIALS INDEX.

PROXY FMC CORPORATION LOGO

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby appoints Robert N. Burt, Arthur D. Lyons and Robert L.
Day, and each of them, proxy for the undersigned, with full power of
substitution, to vote in the manner indicated on the reverse side, and with
discretionary authority as to any other matters that may properly come before
the meeting, all shares of common stock of FMC Corporation which the
undersigned is entitled to vote at the annual meeting of stockholders of FMC
Corporation to be held on April 15, 1994, at 200 East Randolph Drive, Chicago,
Illinois at 2:00 P.M. or any adjournment thereof.

NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE

This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.

- -------------------------------------------------------------------------------

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS II FOR A TERM EXPIRING IN 1997
AS SET FORTH IN THE PROXY STATEMENT--
Nominees: L.D. Brady, P.A. Buffler, FOR WITHHOLD FOR ALL
R. H. Malott and C. Yeutter. [ ] [ ] [ ]

(Except Nominee(s) written below)

_________________________________________________________________________

2. Ratification of the Appointment of FOR AGAINST ABSTAIN
Independent Auditors [ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
---

LABEL

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Dated: ___________________________, 1994

Signature(s): _________________________________________________________________

_______________________________________________________________________________
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

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PROXY FMC CORPORATION
LOGO

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

HARRIS TRUST and SAVINGS BANK, Trustee
You are instructed to vote in the manner indicated on the reverse side, and
with discretionary authority as to any other matters that may come before the
meeting, all shares of stock represented by my interest in the Stock Fund of
the FMC Corporation 401(k) Plan for Employees Covered by a Collective
Bargaining Agreement at the annual meeting of stockholders of FMC Corporation
to be held on April 15, 1994, at 200 East Randolph Drive, Chicago, Illinois at
2:00 P.M. or any adjournment or postponement thereof, as follows.

NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE

This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.

- -------------------------------------------------------------------------------

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS II FOR A TERM EXPIRING IN 1994
AS SET FORTH IN THE PROXY STATEMENT--
Nominees: L.D. Brady, P.A. Buffler, FOR WITHHOLD FOR ALL
R. H. Malott and C. Yeutter. [ ] [ ] [ ]

(Except Nominee(s) written below)

_________________________________________________________________________

2. Ratification of the Appointment of FOR AGAINST ABSTAIN
Independent Auditors [ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
---

LABEL

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

Dated: ___________________________, 1994

Signature: ____________________________________________________________________
Please sign exactly as name appears at left.

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PROXY FMC CORPORATION
LOGO

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

HARRIS TRUST and SAVINGS BANK, Trustee
You are instructed to vote in the manner indicated on the reverse side, and
with discretionary authority as to any other matters that may properly come
before the meeting, all shares of stock represented by my interest in the ESOP
Stock Fund and/or the Stock Fund of the FMC Employees' Thrift and Stock
Purchase Plan at the annual meeting of stockholders of FMC Corporation to be
held on April 15, 1994, at 200 East Randolph Drive, Chicago, Illinois at 2:00
P.M. or any adjournment or postponement thereof, as follows.

NOT VALID UNLESS DATED AND SIGNED ON THE REVERSE SIDE

This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. UNLESS OTHERWISE INSTRUCTED PRIOR TO APRIL 13,
1994, THE TRUSTEE WILL VOTE YOUR SHARES FOR PROPOSALS 1 AND 2.

- -------------------------------------------------------------------------------

PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]

(Except Nominee(s) written below)

_________________________________________________________________________

2. Ratification of the Appointment of FOR AGAINST ABSTAIN
Independent Auditors [ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
---

LABEL

Dated: ___________________________, 1994

Signature: ____________________________________________________________________
Please sign exactly as name appears at left.

PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

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