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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-59543
__________________________________________________________________
PRICING SUPPLEMENT NO. 3 DATED JANUARY 28, 1999
(to Prospectus dated August 3, 1998 and Prospectus Supplement
dated November 12, 1998)
__________________________________________________________________
FMC CORPORATION
Medium-Term Notes, Series B
Due More Than Nine Months from Date of Issue
Notes represented by (mark applicable description)
X Global Note ____ Definitive Notes
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[If Notes are Floating Rate Notes, insert:]
Principal Amount: Issue Price:
Original Issue Date: Original Maturity Date:
Index Currency:
Specified Currency:
(If other than U.S. Dollars, see attached)
Option to Receive Payments in Specified Currency: [ ] Yes
[ ] No
Authorized Denominations:
(Applicable only if Specified Currency is other than
U.S. Dollars)
Base Rate:
Interest Accrual Date:
Interest Reset Period: Interest Payment Period:
Interest Reset Dates:
(If other than as specified in the Prospectus
Supplement)
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Initial Interest Reset Date:
Interest Payment Dates:
(If other than as specified in the Prospectus
Supplement)
Initial Interest Rate: Index Maturity:
Maximum Interest Rate: Minimum Interest Rate:
Spread (+/-): Spread Multiplier:
Reporting Service: Calculation Agent:
Optional Redemption: [ ] Yes [ ] No
Initial Redemption Date:
The Redemption Price shall initially be % of the principal
amount of the Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date by % of the
principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
Optional Repayment: [ ] Yes [ ] No
Optional Repayment Dates:
Optional Repayment Prices:
Optional Interest Rate Reset: [ ] Yes [ ] No
Optional Reset Dates:
Optional Extension of Maturity: [ ] Yes [ ] No
Extension Period:
Number of Extension Periods:
Final Maturity Date:
Discount Note: [ ] Yes [ ] No
Total Amount of OID:
Original Yield to Maturity:
Initial Accrual Period OID:
[If Notes are Fixed Rate Notes, insert:]
Principal Amount: $25,000,000 Issue Price: 100.00%*
*Plus accrued interest, if any, from the date of issuance.
Original Issue Date: 02/02/99 Original Maturity Date: 12/21/03
Specified Currency: U.S. Dollars
(If other than U.S. Dollars, see attached)
Option to Receive Payments in Specified Currency: [ ] Yes
[X] No
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Authorized Denominations: $1,000
Interest Accrual Date: February 2, 1999
Interest Payment Dates: June 21 and December 21,
commencing June 21, 1999
Interest Rate: 6.530%
Optional Redemption: [ ] Yes [X] No
Initial Redemption Date:
The Redemption Price shall initially be % of the principal
amount of the Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date by % of the
principal amount to be redeemed until the Redemption Price is
100% of such principal amount.
Optional Repayment: [ ] Yes [X] No
Optional Repayment Dates:
Optional Repayment Prices:
Optional Interest Rate Reset: [ ] Yes [X] No
Optional Reset Dates:
Optional Extension of Maturity: [ ] Yes [X] No
Extension Period:
Number of Extension Periods:
Final Maturity Date:
Original Issue Discount Note: [ ] Yes [X] No
Total Amount of OID:
Original Yield to Maturity:
Initial Accrual Period OID:
Agent: Deutsche Bank Securities
Agent acting in the capacity as indicated below:
[ ] Agent [X] Principal
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If as Principal:
[ ] The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
[X] The Notes are being offered at a fixed initial public offering
price of 100.00% of the principal amount, plus accrued interest,
if any, from the date of issuance.
Other Provisions:
Pursuant to a Terms Agreement, dated January 28, 1999, Deutsche Bank
Securities Inc., an agent acting as principal, has agreed to purchase the
Notes at a purchase price of 99.50% of the aggregate principal amount of
the Notes. Deutsche Bank Securities Inc. and/or certain of its affiliates
may engage in investment banking and/or commercial banking transactions
with and perform services for FMC Corporation and certain of its affiliates
in the ordinary course of business.
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