SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

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FMC TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE                            36-4412642
(State of Incorporation or Organization)  (IRS Employer Identification Number)

200 EAST RANDOLPH DRIVE                       60601
CHICAGO, ILLINOIS                        (Zip Code)
(Address of Principal Executive Offices)

If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]

If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [ ]

SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO
WHICH THIS FORM RELATES: 333-55920

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED      EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, PAR VALUE $.01 PER SHARE           NEW YORK STOCK EXCHANGE

PREFERRED SHARE PURCHASE RIGHTS                  NEW YORK STOCK EXCHANGE

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE
(Title of Each Class)

ITEM 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

A description of FMC Technologies, Inc.'s common stock, par value $.01
per share, and the associated preferred share purchase rights, which will trade
together with the common stock until the occurrence of certain events, is set
forth under "Description of Capital Stock" in FMC Technologies' Registration
Statement on Form S-1 (File No. 333-55920), filed with the Securities and
Exchange Commission on February 20, 2001, as amended, including any form of
prospectus contained therein filed pursuant to Rule 424(b) under the Securities
Act of 1933, which description is incorporated herein by reference.

ITEM 2.    EXHIBITS.

1.     Registrant's Amended and Restated Certificate of Incorporation 
(incorporated by reference to Exhibit 3.1 to Registrant's Registration 
Statement on Form S-1, as amended).

2.     Registrant's Amended and Restated Bylaws (incorporated by reference to 
Exhibit 3.2 to Registrant's Registration Statement on Form S-1, as 
amended).

3.     Form of Specimen Certificate for Registrant's Common Stock (incorporated 
by reference to Exhibit 4.1 to Registrant's Registration Statement on 
Form S-1, as amended).

4.     Form of Preferred Share Purchase Rights Agreement (incorporated by 
reference to Exhibit 4.2 to Registrant's Registration Statement on 
Form S-1, as amended).

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.

FMC TECHNOLOGIES, INC.

Dated:  May 11, 2001                     By:/s/ Steven H. Shapiro  
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Name: Steven H. Shapiro
Title: Vice President and Secretary

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