<PAGE>   1
      As filed with the Securities and Exchange Commission on June 29, 2000

                                                       Registration No._________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                             SECURITIES ACT OF 1933

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

                                FLUOR CORPORATION
             (Exact name of registrant as specified in its charter)


           Delaware                                             95-0740960
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


                              One Enterprise Drive
                          Aliso Viejo, California 92656
                     (Address of principal executive office)

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

                  FLUOR CORPORATION EMPLOYEES' PERFORMANCE PLAN
           (FORMERLY THE FLUOR CORPORATION EMPLOYEES' RETIREMENT PLAN)
                            (Full title of the plan)


                               LAWRENCE N. FISHER
                    Senior Vice President - Law and Secretary
                              One Enterprise Drive
                          Aliso Viejo, California 92656
                     (Name and address of agent for service)

                                 (949) 349-2000
          (Telephone number, including area code, of agent for service)

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

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
    Title of each class           Amount             Proposed Maximum      Proposed Maximum         Amount of
     of securities to              to be              Offering Price           Aggregate          Registration
      be registered             registered             Per Share (1)      Offering Price (1)           Fee
----------------------------------------------------------------------------------------------------------------
<S>                        <C>                       <C>                  <C>                     <C>
Common Stock (2)           1,000,000 shares (2)          $32.0625             $32,062,500            $8,465
================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of determining the registration fee
      pursuant to rules 457(h) and 457(c) and based upon the average of the high
      and low prices of the Common Stock of Fluor Corporation as reported on
      June 26, 2000 on the New York Stock Exchange, Inc.

(2)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of plan
      interests to be offered or sold pursuant to the Plan. In accordance with
      Rule 457(h)(2), no separate fee calculations are made for plan interests.

================================================================================

<PAGE>   2

                                  INTRODUCTION

        This Registration Statement on Form S-8 is filed by Fluor Corporation
(the "Registrant") relating to 1,000,000 shares of the Registrant's Common Stock
issuable pursuant to the Fluor Corporation Employees' Performance Plan (formerly
the Fluor Corporation Employees' Retirement Plan) (the "Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        Information for this Item is included in documents distributed to
participants.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Information for this Item is included in documents distributed to
participants.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), as noted below, are
incorporated by reference into this Registration Statement:

        (1)  The Annual Report of the Registrant on Form 10-K for the fiscal
             year ended October 31, 1999;

        (2)  The Quarterly Report of the Registrant on Form 10-Q for the fiscal
             quarter ended January 31, 2000;

        (3)  The Quarterly Report of the Registrant on Form 10-Q for the fiscal
             quarter ended April 30, 2000;

        (4)  The Plan's Annual Report on Form 11-K for the year ended December
             31, 1999; and

        (5)  The description of the Registrant's Common Stock contained in a
             Registration Statement filed by the Registrant pursuant to Section
             12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and
             any amendment or report filed for the purpose of updating such
             description.


                                       2

<PAGE>   3

        All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in any document incorporated or deemed incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the securities of the Registrant being registered hereby
has been passed upon by Lawrence N. Fisher, Senior Vice President - Law and
Secretary of the Registrant. Mr. Fisher is an executive officer of the
Registrant and holds both restricted and unrestricted shares of the Registrant's
common stock. Mr. Fisher also is eligible to participate in the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant is a Delaware corporation. Article Nineteen of the
Registrant's Restated Certificate of Incorporation provides that the officers
and directors of the Registrant shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law, as amended from time to time (the "GCL"). Section 145 of the GCL provides
that a Delaware corporation has the power to indemnify officers and directors in
certain circumstances.

        Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.


                                       3


<PAGE>   4

        Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

        Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Registrant's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.

        Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Registrant's Board of Directors.

        Indemnification provided for by Section 145 and Article Nineteen is not
to be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Nineteen permit the Registrant to
maintain insurance on behalf of a director or officer against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Registrant would have the power to
indemnify him against such liabilities under Section 145.

        Article Nineteen provides that any director or officer claiming rights
to indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Nineteen further provides that the Registrant bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Registrant elects to defend
any such action.


                                      4

<PAGE>   5

        Article Eighteen of the Registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted under the GCL, a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1   Restated Certificate of Incorporation of the Registrant, as in
              effect as of March 18, 1987 (filed as Exhibit 4.1 to the
              Registrant's Registration Statement on Form S-8 (No. 333-18151)
              and incorporated herein by reference)

        4.2   Bylaws of the Registrant, as amended effective October 10, 1999
              (filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal
              year ended October 31, 1999, and incorporated herein by reference)

        5     Opinion of Lawrence N. Fisher as to legality of the securities
              registered hereby

        23.1  Consent of Independent Auditors - Ernst & Young LLP

        23.2  Consent of Lawrence N. Fisher (contained in Exhibit 5)

        24    Powers of Attorney

        The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS to qualify the Plan.

ITEM 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

              (1) To file, during the period in which offers or sales are being
        made, a post effective amendment to this Registration Statement:

                  (i) to include any prospectus required by section 10(a)(3) of
              the Securities Act of 1933;


                                       5


<PAGE>   6

                  (ii) to reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in the Registration Statement;

                  (iii) to include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

        provided, however, that clauses (i) and (ii) do not apply if the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        registrant pursuant Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in this
        Registration Statement;

              (2) That for the purpose of determining liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof;

              (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering;

              (4) That, for the purposes of determining any liability under the
        Securities Act of 1933, each filing of the Registrant's annual report
        pursuant to Section 13(a) of the Securities Exchange Act of 1934 (and,
        where applicable, each filing of an employee benefit plan's annual
        report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
        that is incorporated by reference in the Registration Statement shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof; and

              (5) Insofar as indemnification for liabilities arising under the
        Securities Act of 1933 may be permitted to directors, officers and
        controlling persons of the Registrant pursuant to the foregoing
        provisions, or otherwise, the Registrant has been advised that in the
        opinion of the Securities and Exchange Commission such indemnification
        is against public policy as expressed in the Securities Act of 1933 and
        is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by the
        Registrant of the expenses incurred or paid by a director, officer or
        controlling person of the Registrant in the successful defense of any
        action, suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being registered,
        the Registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question whether such indemnification by it is against
        public policy as expressed in the Securities Act of 1933 and will be
        governed by the final adjudication of such issue.


                                       6

<PAGE>   7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California on the 28th day of
June, 2000.


                                          FLUOR CORPORATION


                                          By: /s/ Lawrence N. Fisher
                                              ----------------------------------
                                                  Lawrence N. Fisher
                                                  Senior Vice President - Law
                                                  and Secretary

        Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California.

                                          FLUOR CORPORATION EMPLOYEES'
                                          PERFORMANCE PLAN (FORMERLY
                                          THE FLUOR CORPORATION EMPLOYEE'S
                                          REIREMENT PLAN)


                                          By: /s/ Joseph Deacon
                                              ----------------------------------
                                                  Joseph Deacon, Secretary
                                                  Plan Administrative Committee

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                            Title                              Date
---------                                            -----                              ----
<S>                                           <C>                                       <C>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:


                 *                                 Director, Chairman of              June 28, 2000
--------------------------------------             the Board and Chief
Philip J. Carroll, Jr.                             Executive Officer
</TABLE>


                                       7

<PAGE>   8

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

<TABLE>
<CAPTION>

Signature                                            Title                              Date
---------                                            -----                              ----
<S>                                           <C>                                       <C>
                  *                            Executive Vice President             June 28, 2000
--------------------------------------         and Chief Financial Officer
Ralph F. Hake

OTHER DIRECTORS:


                  *                            Director                             June 28, 2000
--------------------------------------
Donald L. Blankenship



                  *                            Director                             June 28, 2000
--------------------------------------
Carroll A. Campbell, Jr.



                  *                            Director                             June 28, 2000
--------------------------------------
Peter J. Fluor


                  *                            Director                             June 28, 2000
--------------------------------------
David. P. Gardner


                  *                            Director                             June 28, 2000
--------------------------------------
Thomas L. Gossage


                  *                            Director                             June 28, 2000
--------------------------------------
Bobby R. Inman


                  *                            Director                             June 28, 2000
--------------------------------------
Vilma S. Martinez



                  *                            Director                             June 28, 2000
--------------------------------------
Dean R. O'Hare
</TABLE>


                                       8


<PAGE>   9

<TABLE>
<CAPTION>

Signature                                            Title                              Date
---------                                            -----                              ----
<S>                                           <C>                                       <C>

                  *                            Director                             June 28, 2000
--------------------------------------
Robin W. Renwick



                  *                            Director                             June 28, 2000
--------------------------------------
James O. Rollans



                  *                            Director                             June 28, 2000
--------------------------------------
Martha R. Seger



                  *                            Director                             June 28, 2000
--------------------------------------
James C. Stein
</TABLE>



* By: /s/ Dean E. Miller
      --------------------------------
          Dean E. Miller
          Attorney-in-Fact


                                        9

<PAGE>   10

                                  EXHIBIT LIST


Exhibit No.         Description of Exhibit
-----------         ----------------------
    4.1             Restated Certificate of Incorporation of the Registrant, as
                    in effect as of March 18, 1987 (filed as Exhibit 4.1 to the
                    Registrant's Registration Statement on Form S-8 (No.
                    333-18151) and incorporated herein by reference)

    4.2             Bylaws of the Registrant, as amended effective October 10,
                    1999 (filed as Exhibit 3.2 to the Registrant's Form 10-K for
                    the fiscal year ended October 31, 1999, and incorporated
                    herein by reference)

    5               Opinion of Lawrence N. Fisher as to legality of the
                    securities registered hereby

   23.1             Consent of Independent Auditors - Ernst & Young LLP

   23.2             Consent of Lawrence N. Fisher (contained in Exhibit 5)

   24               Powers of Attorney
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24057}]
{"company-data": {"conformed-name": "FLUOR CORP/DE/", "cik": "0000037748", "assigned-sic": "1600", "irs-number": "950740960", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40372", "film-number": "664280"}, "business-address": {"street1": "ONE ENTERPRISE DRIVE", "city": "ALISO VIEJO", "state": "CA", "zip": "92656-2606", "phone": "949 349-2000"}, "mail-address": {"street1": "3353 MICHELSON DRIVE", "city": "IRVINE", "state": "CA", "zip": "92698"}, "former-company": {"former-conformed-name": "FLUOR CORP LTD", "date-changed": "19710624"}}
1
      As filed with the Securities and Exchange Commission on June 29, 2000

                                                       Registration No._________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                             SECURITIES ACT OF 1933

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

                                FLUOR CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             95-0740960
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                              One Enterprise Drive
                          Aliso Viejo, California 92656
                     (Address of principal executive office)

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

                  FLUOR CORPORATION EMPLOYEES' PERFORMANCE PLAN
           (FORMERLY THE FLUOR CORPORATION EMPLOYEES' RETIREMENT PLAN)
                            (Full title of the plan)

                               LAWRENCE N. FISHER
                    Senior Vice President - Law and Secretary
                              One Enterprise Drive
                          Aliso Viejo, California 92656
                     (Name and address of agent for service)

                                 (949) 349-2000
          (Telephone number, including area code, of agent for service)

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

                       CALCULATION OF REGISTRATION FEE
================================================================================================================
    Title of each class           Amount             Proposed Maximum      Proposed Maximum         Amount of
     of securities to              to be              Offering Price           Aggregate          Registration
      be registered             registered             Per Share (1)      Offering Price (1)           Fee
----------------------------------------------------------------------------------------------------------------
Common Stock (2)           1,000,000 shares (2)          $32.0625             $32,062,500            $8,465
================================================================================================================
(1)   Estimated solely for the purpose of determining the registration fee
      pursuant to rules 457(h) and 457(c) and based upon the average of the high
      and low prices of the Common Stock of Fluor Corporation as reported on
      June 26, 2000 on the New York Stock Exchange, Inc.

(2)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this Registration Statement also covers an indeterminate amount of plan
      interests to be offered or sold pursuant to the Plan. In accordance with
      Rule 457(h)(2), no separate fee calculations are made for plan interests.

================================================================================
2

                                  INTRODUCTION

        This Registration Statement on Form S-8 is filed by Fluor Corporation
(the "Registrant") relating to 1,000,000 shares of the Registrant's Common Stock
issuable pursuant to the Fluor Corporation Employees' Performance Plan (formerly
the Fluor Corporation Employees' Retirement Plan) (the "Plan").

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        Information for this Item is included in documents distributed to
participants.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Information for this Item is included in documents distributed to
participants.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), as noted below, are
incorporated by reference into this Registration Statement:

        (1)  The Annual Report of the Registrant on Form 10-K for the fiscal
             year ended October 31, 1999;

        (2)  The Quarterly Report of the Registrant on Form 10-Q for the fiscal
             quarter ended January 31, 2000;

        (3)  The Quarterly Report of the Registrant on Form 10-Q for the fiscal
             quarter ended April 30, 2000;

        (4)  The Plan's Annual Report on Form 11-K for the year ended December
             31, 1999; and

        (5)  The description of the Registrant's Common Stock contained in a
             Registration Statement filed by the Registrant pursuant to Section
             12 of the Securities Exchange Act of 1934 (the "Exchange Act"), and
             any amendment or report filed for the purpose of updating such
             description.

                                       2
3

        All documents filed by the Registrant or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all such securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents. Any statement contained
herein or in any document incorporated or deemed incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The validity of the securities of the Registrant being registered hereby
has been passed upon by Lawrence N. Fisher, Senior Vice President - Law and
Secretary of the Registrant. Mr. Fisher is an executive officer of the
Registrant and holds both restricted and unrestricted shares of the Registrant's
common stock. Mr. Fisher also is eligible to participate in the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant is a Delaware corporation. Article Nineteen of the
Registrant's Restated Certificate of Incorporation provides that the officers
and directors of the Registrant shall be indemnified and held harmless by the
Registrant to the fullest extent authorized by the Delaware General Corporation
Law, as amended from time to time (the "GCL"). Section 145 of the GCL provides
that a Delaware corporation has the power to indemnify officers and directors in
certain circumstances.

        Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.

                                       3
4

        Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

        Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Registrant's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.

        Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Registrant's Board of Directors.

        Indemnification provided for by Section 145 and Article Nineteen is not
to be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Nineteen permit the Registrant to
maintain insurance on behalf of a director or officer against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Registrant would have the power to
indemnify him against such liabilities under Section 145.

        Article Nineteen provides that any director or officer claiming rights
to indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Nineteen further provides that the Registrant bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Registrant elects to defend
any such action.

                                      4
5

        Article Eighteen of the Registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted under the GCL, a
director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        4.1   Restated Certificate of Incorporation of the Registrant, as in
              effect as of March 18, 1987 (filed as Exhibit 4.1 to the
              Registrant's Registration Statement on Form S-8 (No. 333-18151)
              and incorporated herein by reference)

        4.2   Bylaws of the Registrant, as amended effective October 10, 1999
              (filed as Exhibit 3.2 to the Registrant's Form 10-K for the fiscal
              year ended October 31, 1999, and incorporated herein by reference)

        5     Opinion of Lawrence N. Fisher as to legality of the securities
              registered hereby

        23.1  Consent of Independent Auditors - Ernst & Young LLP

        23.2  Consent of Lawrence N. Fisher (contained in Exhibit 5)

        24    Powers of Attorney

        The Registrant hereby undertakes that the Registrant will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS to qualify the Plan.

ITEM 9. UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

              (1) To file, during the period in which offers or sales are being
        made, a post effective amendment to this Registration Statement:

                  (i) to include any prospectus required by section 10(a)(3) of
              the Securities Act of 1933;

                                       5
6

                  (ii) to reflect in the prospectus any facts or events arising
              after the effective date of this Registration Statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in the Registration Statement;

                  (iii) to include any material information with respect to the
              plan of distribution not previously disclosed in the Registration
              Statement or any material change to such information in the
              Registration Statement;

        provided, however, that clauses (i) and (ii) do not apply if the
        information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        registrant pursuant Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in this
        Registration Statement;

              (2) That for the purpose of determining liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof;

              (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering;

              (4) That, for the purposes of determining any liability under the
        Securities Act of 1933, each filing of the Registrant's annual report
        pursuant to Section 13(a) of the Securities Exchange Act of 1934 (and,
        where applicable, each filing of an employee benefit plan's annual
        report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
        that is incorporated by reference in the Registration Statement shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof; and

              (5) Insofar as indemnification for liabilities arising under the
        Securities Act of 1933 may be permitted to directors, officers and
        controlling persons of the Registrant pursuant to the foregoing
        provisions, or otherwise, the Registrant has been advised that in the
        opinion of the Securities and Exchange Commission such indemnification
        is against public policy as expressed in the Securities Act of 1933 and
        is, therefore, unenforceable. In the event that a claim for
        indemnification against such liabilities (other than the payment by the
        Registrant of the expenses incurred or paid by a director, officer or
        controlling person of the Registrant in the successful defense of any
        action, suit or proceeding) is asserted by such director, officer or
        controlling person in connection with the securities being registered,
        the Registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent, submit to a court of appropriate
        jurisdiction the question whether such indemnification by it is against
        public policy as expressed in the Securities Act of 1933 and will be
        governed by the final adjudication of such issue.

                                       6
7

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California on the 28th day of
June, 2000.

                                          FLUOR CORPORATION

                                          By: /s/ Lawrence N. Fisher
                                              ----------------------------------
                                                  Lawrence N. Fisher
                                                  Senior Vice President - Law
                                                  and Secretary

        Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Orange, State of California.

                                          FLUOR CORPORATION EMPLOYEES'
                                          PERFORMANCE PLAN (FORMERLY
                                          THE FLUOR CORPORATION EMPLOYEE'S
                                          REIREMENT PLAN)

                                          By: /s/ Joseph Deacon
                                              ----------------------------------
                                                  Joseph Deacon, Secretary
                                                  Plan Administrative Committee

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                            Title                              Date
---------                                            -----                              ----
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:

                 *                                 Director, Chairman of              June 28, 2000
--------------------------------------             the Board and Chief
Philip J. Carroll, Jr.                             Executive Officer
7
8

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
Signature                                            Title                              Date
---------                                            -----                              ----
*                            Executive Vice President             June 28, 2000
--------------------------------------         and Chief Financial Officer
Ralph F. Hake

OTHER DIRECTORS:

                  *                            Director                             June 28, 2000
--------------------------------------
Donald L. Blankenship

                  *                            Director                             June 28, 2000
--------------------------------------
Carroll A. Campbell, Jr.

                  *                            Director                             June 28, 2000
--------------------------------------
Peter J. Fluor

                  *                            Director                             June 28, 2000
--------------------------------------
David. P. Gardner

                  *                            Director                             June 28, 2000
--------------------------------------
Thomas L. Gossage

                  *                            Director                             June 28, 2000
--------------------------------------
Bobby R. Inman

                  *                            Director                             June 28, 2000
--------------------------------------
Vilma S. Martinez

                  *                            Director                             June 28, 2000
--------------------------------------
Dean R. O'Hare
8
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Signature                                            Title                              Date
---------                                            -----                              ----
*                            Director                             June 28, 2000
--------------------------------------
Robin W. Renwick

                  *                            Director                             June 28, 2000
--------------------------------------
James O. Rollans

                  *                            Director                             June 28, 2000
--------------------------------------
Martha R. Seger

                  *                            Director                             June 28, 2000
--------------------------------------
James C. Stein
* By: /s/ Dean E. Miller
      --------------------------------
          Dean E. Miller
          Attorney-in-Fact

                                        9
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                                  EXHIBIT LIST

Exhibit No.         Description of Exhibit
-----------         ----------------------
    4.1             Restated Certificate of Incorporation of the Registrant, as
                    in effect as of March 18, 1987 (filed as Exhibit 4.1 to the
                    Registrant's Registration Statement on Form S-8 (No.
                    333-18151) and incorporated herein by reference)

    4.2             Bylaws of the Registrant, as amended effective October 10,
                    1999 (filed as Exhibit 3.2 to the Registrant's Form 10-K for
                    the fiscal year ended October 31, 1999, and incorporated
                    herein by reference)

    5               Opinion of Lawrence N. Fisher as to legality of the
                    securities registered hereby

   23.1             Consent of Independent Auditors - Ernst & Young LLP

   23.2             Consent of Lawrence N. Fisher (contained in Exhibit 5)

   24               Powers of Attorney