<PAGE>
 
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 1995
                                                     REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                               FLUOR CORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
 
                DELAWARE                               95-0740960
      (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)
 
          3333 MICHELSON DRIVE                           92730
           IRVINE, CALIFORNIA                          (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
                OFFICES)
 
                               ----------------
 
                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLAN)
 
                               ----------------
 
                               LAWRENCE N. FISHER
              VICE PRESIDENT-CORPORATE LAW AND ASSISTANT SECRETARY
                 3333 MICHELSON DRIVE, IRVINE, CALIFORNIA 92730
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (714) 975-6995
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
  Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
 
                        CALCULATION OF REGISTRATION FEE
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          PROPOSED    PROPOSED
                                           MAXIMUM    MAXIMUM
                             AMOUNT       OFFERING   AGGREGATE   AMOUNT OF
 TITLE OF SECURITIES         TO BE        PRICE PER   OFFERING  REGISTRATION
   TO BE REGISTERED        REGISTERED       SHARE      PRICE        FEE
- ----------------------------------------------------------------------------
<S>                     <C>              <C>         <C>        <C>
Common Stock par value
 $.625 per share        25,000 shares(1) $49.4375(2) $1,235,938     $427
</TABLE>
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) There is also being registered hereunder such additional shares as may be
    issued pursuant to the antidilution provisions of the Plan.
 
(2) Cannot be specified at this time, but will be determined pursuant to the
    terms of the Plan. Amounts shown are estimated solely for purposes of
    computing the registration fee.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
 
                  FLUOR STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
 
                             CROSS REFERENCE SHEET
 
<TABLE>
<CAPTION>
             FORM S-8 ITEM                      LOCATION IN PROSPECTUS
             -------------                      ----------------------
 <C> <S>                             <C>
  1. Forepart of the Registration
      Statement and outside Front    
      Cover Page of Prospectus....   Facing Page of Registration Statement;
                                     Cover Page of Prospectus ("Cover")     

  2. Inside Front and Outside Back
      Cover Pages of Prospectus...   Inside Front and Outside Back Cover Page of
                                     Prospectus; Table of Contents; Available
                                     Information; Information Incorporated by
                                     Reference

  3. General Plan Information.....   Cover; The Company; The Plan (General;
                                     Purpose; Duration, Administration,
                                     Modification, Termination; Eligible
                                     Directors)

  4. Securities to be Offered and
      Employees Who May              
      Participate in the Plan.....   Cover; The Plan (Duration, Administration,
                                     Modification, Termination; Securities     
                                     Subject to the Plan; Eligible Directors)   

  5. Purchase of Securities          
      Pursuant to the Plan........   The Plan (Duration, Administration,   
                                     Modification, Termination; Securities 
                                     Subject to the Plan;                  
                                     Award of Restricted Stock)             

  6. Payment for Securities
      Offered.....................   The Plan (Award of Restricted Stock)

  7. Resale Restrictions..........   *

  8. Tax Effects of Plan
      Participation...............   The Plan (Federal Income Tax Consequences)

  9. Investment of Funds..........   *

 10. Forfeitures and Penalties....   The Plan (Award of Restricted Stock;
                                     Award of Restricted Units)

 11. Charges and Deductions and
      Liens Therefor..............   *

 12. Registrant Information and
      Employee Annual Plan
      Information.................   Additional Information

 13. Incorporation of Certain
      Documents by Reference......   Inside Front Cover Page of Prospectus;
                                     Information Incorporated by Reference

 14. Description of Securities....   Information Incorporated by Reference

 15. Additional Information.......   Additional Information

 16. Interests of Named Experts
      and Counsel.................   *

 17. Indemnification of Directors
      and Officers................   Additional Information
</TABLE>
- --------
*  Inapplicable
<PAGE>
 
PROSPECTUS
 
                          [LOGO OF FLUOR CORPORATION]

                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
 
                               ----------------
 
  This prospectus relates to 25,000 shares of Fluor Corporation common stock
issuable under awards of restricted stock granted or to be granted, under the
Stock Plan For Non-Employee Directors, together with such additional shares as
may be issued pursuant to the antidilution provisions described herein. This
prospectus also describes the terms and conditions covering the grant of which
are related to the grant and vesting of the awards.
 
  This prospectus does not cover reoffers or resales of shares acquired
hereunder. However, persons who are not affiliates of Fluor Corporation as
defined in Rule 405 under the Securities Act of 1933, as amended (the "Act"),
may resell shares acquired hereunder in any way permitted by law, including
sales on the New York Stock Exchange. Affiliates of Fluor Corporation may not
publicly resell shares acquired hereunder without registration under the Act or
compliance with Rule 144 under the Act.
 
                               ----------------
 
  THESE SECURITIES HAVE  NOT BEEN  APPROVED OR DISAPPROVED  BY THE SECURITIES
    AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
      OR  ADEQUACY  OF  THIS  PROSPECTUS.  ANY REPRE-  SENTATION  TO  THE
        CONTRARY IS A CRIMINAL OFFENSE.
 
                               ----------------
 
  No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection
with any offer contained in this prospectus, and if given or made, such
information or representations must not be relied upon as having been
authorized by Fluor Corporation. This prospectus is not an offer to sell, or a
solicitation of an offer to buy, in any state in which it is unlawful to make
such an offer or solicitation.
 
  The delivery of this prospectus shall not, under any circumstances, create
any implication that there has been no change in the affairs of Fluor
Corporation since the date hereof.
 
                 THE DATE OF THIS PROSPECTUS IS APRIL   , 1995
<PAGE>
 
                             AVAILABLE INFORMATION
 
  Fluor Corporation ("Fluor") is subject to the informational requirements of
the Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by Fluor can be inspected and copied at
the public reference facilities maintained by the Commission, 450 Fifth Street
N.W., Washington, D.C. 20549 as well as at the Commission's Regional Offices at
75 Park Place, New York, New York. 10007 and at 230 South Dearborn Street,
Chicago, Illinois 60604. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. Reports, proxy statements and other information concerning
Fluor can also be inspected at the offices of those stock exchanges on which
Fluor's stock is listed, namely, the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005; the Midwest Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605; and the Pacific Stock Exchange, 233 South
Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San
Francisco, California 94104.
 
  A registration statement on Form S-8 with respect to the shares of Fluor
common stock offered by this prospectus has been filed with the Commission,
Washington, D.C., under the Act. This prospectus omits certain information
contained in such registration statement, including various exhibits thereto,
which may be examined at the offices of the Commission.
 
                     INFORMATION INCORPORATED BY REFERENCE
 
  The following documents filed by Fluor with the Commission are incorporated
herein by reference.
 
  (a) Fluor's latest Annual Report filed pursuant to Section 13 or 15(d) of the
Exchange Act;
 
  (b) All other reports filed pursuant to Section 13 or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred to
in (a) above;
 
  (c) Fluor's definitive proxy statement filed pursuant to Section 14 of the
Exchange Act in connection with the latest annual meeting of its stockholders,
and any definitive proxy or information statements so filed in connection with
any subsequent special meetings of its stockholders;
 
  (d) The description of the common stock of Fluor which is contained in a
registration statement filed by Fluor under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description; and
 
  (e) Information with respect to awards of restricted stock including amount
granted, amount outstanding, exercises, restriction removals, prices and
expiration dates, included in Fluor's Annual Reports and definitive proxy
statements described in (a), (b) and (c) above and which will be included in
the future either in Fluor's Annual Reports or proxy statements or appendices
to this prospectus.
 
  All reports and other documents subsequently filed by Fluor pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
 
  Fluor will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been
incorporated by reference herein (not including exhibits to such information
unless such exhibits are specifically incorporated by reference into such
information). Requests for such information should be directed to Fluor
Corporation, 3333 Michelson Drive, Irvine, California 92730, Attention:
Secretary (714) 975-2000.
 
                                       2
<PAGE>
 
                                  THE COMPANY
 
  Fluor Corporation, a Delaware corporation, the issuer of the shares offered
hereunder, maintains its principal office at 3333 Michelson Drive, Irvine,
California 92730, and its telephone number is (714) 975-2000.
 
                                    THE PLAN
 
GENERAL
 
  The Stock Plan for Non-Employee Directors (the "Plan") became effective upon
its approval by the stockholders of Fluor on March 14, 1995. The Plan
contemplates a one time grant to each non-employee director of the right to
acquire 1,000 shares of common stock of Fluor (the "Stock") under restricted
stock agreements ("Awards") along with the grant of related restricted units
payable in cash to assist in satisfying income tax liabilities arising from the
Award.
 
  Each grantee of an Award is furnished with a copy of the Plan and the
following is a summary of certain provisions of the Plan. The Plan should be
read in its entirety and the summary below is subject to, and qualified in its
entirety by, the full text of the Plan.
 
PURPOSE
 
  The purpose of the Plan is to advance the interests of Fluor and its
stockholders by affording to non-employee directors of Fluor an opportunity to
acquire or increase their proprietary interest in Fluor by the grant to such
non-employee directors of Awards under the terms of the Plan. By thus
encouraging such non-employee directors to become owners of Fluor shares and by
granting to such non-employee directors a form of cash incentive compensation
which is dependent upon the market value of Fluor shares, Fluor seeks to
motivate, retain and attract those highly competent individuals upon whose
judgment, initiative, leadership and continued efforts the success of Fluor in
large measure depends.
 
DURATION, ADMINISTRATION, MODIFICATION, TERMINATION
 
  Grants of Awards under the Plan may be made at any time prior to March 14,
2005.
 
  The Plan is administered by the members of the Board of Directors of Fluor
(the "Board") who are not eligible to participate in the Plan (the
"Committee").
 
  The Committee may at any time terminate, and may at any time and from time to
time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Committee without approval of the stockholders of Fluor may
(1) increase the total number of shares of Stock subject to the Plan, except as
contemplated by the Plan's antidilution provisions; (2) materially increase the
benefits accruing to participants under the Plan; (3) withdraw the
administration of the Plan from the Committee; or (4) permit any person while a
member of the Committee to be eligible to receive an Award under the Plan. No
termination, amendment or modification of the Plan may in any manner affect any
previously granted Award under the Plan without the consent of the grantee of
the Award.
 
SECURITIES SUBJECT TO THE PLAN
 
  The aggregate number of shares of Stock which may be issued and sold under
the Plan pursuant to Awards may not exceed 25,000.
 
                                       3
<PAGE>
 
  In the event that the outstanding shares of Stock of Fluor are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the property of Fluor, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Stock or other securities, an appropriate and
proportionate adjustment may be made in (1) the maximum number and kind of
shares which may be issued under the Plan, and (2) the number and kind of
shares or other securities subject to the Awards. Such adjustments may be made
by the Committee, whose determination as to what adjustments will be made and
the extent thereof will be final, binding and conclusive. No fractional
interests will be issued under the Plan resulting from any such adjustment.
 
  Shares of Stock received pursuant to an Award granted under the Plan with
respect to which the restrictions on sale or other transfer shall have lapsed,
shall not again be available for Award under the Plan. If restricted Stock is
acquired by Fluor pursuant to Plan provisions, new Awards may be granted under
the Plan covering the number of shares to which such restricted Stock
acquisition relates.
 
  Fluor shall not be required to issue or deliver any certificate for shares of
Stock received as restricted Stock pursuant to an Award prior to the
fulfillment of all of the following conditions:
 
    (1) the admission of such shares to listing on all stock exchanges on
  which the Stock is then listed;
 
    (2) the completion of any registration or other qualification of such
  shares under any federal or state law or under the rulings or regulations
  of the Commission or any other governmental regulatory body, which the
  Committee shall in its sole discretion deem necessary or advisable;
 
    (3) the obtaining of any approval or other clearance from any federal or
  state governmental agency which the Committee shall in its sole discretion
  determine to be necessary or advisable; and
 
    (4) the lapse of such reasonable period of time following the execution
  of the Award as the Committee from time to time may establish for reasons
  of administrative convenience.
 
ELIGIBLE DIRECTORS
 
  Only directors of the Company who are not, and have never been, an employee
of Fluor or its subsidiaries are eligible to participate in the Plan. No member
of the Committee is eligible to participate.
 
AWARD OF RESTRICTED STOCK
 
  The Plan provides for a one time grant of 1,000 shares to each non-employee
director. The shares of Stock received pursuant to an Award are subject to the
following restrictions:
 
    (1) The shares represented by an Award will be maintained in book entry
  form with Fluor's transfer agent until the restrictions lapse in accordance
  with their terms or until forfeited. Notwithstanding the foregoing, a
  participant may request that certificates for the shares be issued in the
  sole name of the awardee and each such certificate will bear a legend
  stating that the shares are subject to acquisition by Fluor and prohibiting
  sale or other transfer of the shares otherwise than pursuant to the
  provisions of the Award.
 
    (2) The shares may not be sold or otherwise transferred so long as the
  certificates bear the restrictive legend.
 
    (3) Upon the removal or resignation of the awardee from the Board, for
  any reason, the restricted Stock remaining subject to restriction shall be
  acquired by Fluor effective as of the date of such termination.
 
                                       4
<PAGE>
 
  The restrictions on the shares will lapse as follows. The restrictions on the
initial award to current non-employee directors will lapse as to 20% of the
shares on the date of the award. Thereafter, restrictions will lapse in four
equal increments on each of the four succeeding anniversary dates following the
date of the award. For awards made to non-employee directors appointed in the
future, restrictions will lapse on 20% of the shares on the March 14 next
following the date of the award. Restrictions will lapse on the balance of the
shares in four equal increments on each succeeding March 14.
 
  Under the Plan, no payment is required to be made by an awardee for Stock
subject to an Award, but the Committee in granting the Award must determine
that consideration, in the form of labor performed for or actually rendered to
Fluor by the awardee, having a fair value of not less than the then fair market
value of a like number of shares of Stock subject to the same restrictions, but
in no event less than the par value of such shares, has been received by Fluor.
 
  Awards must be granted under the Plan within ten years from the effective
date of the Plan, and the awardee will be entitled to acquire the Stock subject
to the Award only if the awarders and Fluor enter into a restricted stock
agreement within 60 days after the date of the Award dated as of the date of
the Award. Subject to the above described restrictions, upon issuance of the
restricted Stock the awardee will have all of the rights of a stockholder with
respect to such Stock, including the right to vote the restricted shares and to
receive all dividends and other distributions paid or made with respect
thereto.
 
  In the case of the removal or resignation of a director, all shares with
restrictions in effect will be forfeited. In the case of a Company Change of
Control, death, attainment of the age for Board retirement as determined by the
by-laws of Fluor or, in the discretion of the Committee, approved early
retirement in accordance with the Plan, all restrictions on any shares held
will immediately lapse.
 
  A Change of Control shall be deemed to have occurred if (1) a third person,
including a "group" as defined in Section 13(d)(3) of the Exchange Act,
acquires shares of Fluor having twenty-five percent or more of the total number
of votes that may be cast for the election of directors of Fluor; or (2) as a
result of any cash tender or exchange offer, merger or other business
combination, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of Fluor before the Transaction
shall cease to constitute a majority of the Board of Directors of Fluor or any
successor to Fluor.
 
AWARD OF RESTRICTED UNITS
 
  Along with an Award made hereunder the Committee may make a restricted unit
Award payable in cash, the purpose of which is to assist the awardee in
satisfying income tax liabilities arising from the lapse of restrictions on the
Stock. ("Restricted Units") The number of Restricted Units to be awarded shall
be determined by the Committee and each Restricted Unit shall have a cash value
equal to the fair market value of a share of Stock on the date that the
Restricted Unit becomes earned and payable. Each Restricted Unit Award shall
become earned and payable in five equal increments on each of the five dates
upon which a portion of the restrictions lapse on the related restricted Stock
Award, or upon such other terms and conditions as may be determined by the
Committee. The proceeds will be applied first in payment of any withholding
taxes arising from the lapse of restrictions on the Stock and from the
Restricted Units becoming payable, and the balance will be paid to the awardee.
If prior to the date upon which the Restricted Units become earned and payable,
the awardee is removed or resigns from the Board for any reason, then the
awardee's rights as to unearned Restricted Units shall then terminate; provided
however, that in the case of a Change of Control, death, attainment of the Age
for Board Retirement, or in the discretion of the Committee, approved early
retirement in accordance with the Plan, the Restricted Units will become earned
and payable on the date upon which all restrictions on the related restricted
Stock Award lapse.
 
FEDERAL INCOME TAX CONSEQUENCES
 
  The Plan is not qualified under section 401(a) of the Code and is not subject
to any of the provisions of the Employee Retirement Income Security Act of
1974.
 
                                       5
<PAGE>
 
  The following brief description of tax effects which may result from
participation in the Plan does not purport to be a complete statement of the
law in this area. Employees eligible under the Plan should consult their
personal tax advisers prior to engaging in any transactions under the Plan.
 
  A director who receives stock subject to restrictions which create a
substantial risk of forfeiture (within the meaning of section 83 of the
Internal Revenue Code) will be deemed to have income for Federal income tax
purposes, absent a contrary election, when the shares are no longer subject to
a substantial risk of forfeiture, when they become transferable (and the rights
of the transferee would not be subject to a substantial risk of forfeiture) or
when they are disposed of, whichever occurs first. The amount of such income
will be equal to the fair market value of the shares as of the date on which
the director is deemed to have income. A director may elect, however, to
include in income in the year of grant the fair market value of the shares
(determined without regard to any restrictions thereon) on the date of grant.
The Company will be entitled to a deduction in the amount of the income that is
deemed to be received by the director. Directors will receive Restricted Units
to assist in satisfying the directors income tax liability with respect to the
shares. The Restricted Units will be reportable as income at the time the
Restricted Units (or portion thereof) become earned and payable.
 
                             ADDITIONAL INFORMATION
 
  Each non-employee director who is an awardee under the Plan will receive a
copy of the Plan, Fluor's Annual Report to stockholders for its most recent
fiscal year and its most recent definitive proxy statement. Further, a copy of
such materials will be promptly furnished to any such awardee, without charge,
upon written request of the awardee. Fluor may also, from time to time, deliver
to each grantee an appendix to this prospectus updating or modifying certain
information contained herein. Information contained in such appendix shall
supersede any conflicting information set forth herein.
 
  The directors of Fluor are afforded indemnification pursuant to Article
Nineteenth of the Restated Certificate of Incorporation of Fluor to the fullest
extent required or permitted under the general corporate law of Delaware.
Section 145 of the General Corporation Law of the State of Delaware requires
the indemnification of officers and directors under certain circumstances
against expenses (including attorneys' fees) incurred in successfully defending
against a claim and authorizes Delaware corporations to further indemnify their
officers and directors under certain circumstances against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) and
liabilities incurred in legal proceedings involving such persons because of
their being or having been an officer or director.
 
  Coverage under existing Fluor insurance policies has been extended to Fluor
and directors and officers of Fluor in connection with certain liabilities,
including liabilities under the Act.
 
  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and persons controlling Fluor pursuant to the
foregoing provisions, Fluor has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
 
                                       6
<PAGE>
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 19. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The officers and directors of Fluor are afforded indemnification pursuant to
Article Nineteenth of the Restated Certificate of Incorporation of Fluor to the
fullest extent required or permitted under the general corporate law of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
requires the indemnification of officers and directors under certain
circumstances against expenses (including attorneys' fees) incurred in
successfully defending against a claim and further authorizes Delaware
corporations to indemnify their officers and directors under certain
circumstances against expenses (including attorneys' fees, Judgments, fines and
amounts paid in settlement) incurred in legal proceedings involving such
persons because of their being or having been an officer or director.
 
  Coverage under existing Fluor insurance policies has been extended to Fluor
and directors and officers of Fluor in connection with certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
 
ITEM 20. EXHIBITS.
 
<TABLE>
<CAPTION>
 EXHIBIT NO.
 -----------
 <C>         <S>
    4        Stock Plan for Non-Employee Directors
    5        Opinion of Counsel re: Legality
    23       Consent of Independent Auditors--Ernst & Young LLP
             Manually signed Powers of Attorney executed by certain Fluor
    24.1     directors and officers
             Manually signed Powers of Attorney executed by certain Fluor
    24.2     directors
</TABLE>
 
ITEM 21. UNDERTAKINGS.
 
  A. Undertaking to File Post-Effective Amendment.
 
  The undersigned registrant hereby undertakes:
 
  (1) To file, during any 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;
 
    (ii) To reflect in the prospectus any facts or events arising after the
  effective date of the 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; and
 
    (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 paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
 
  (2) That, for the purpose of determining any 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.
 
                                      II-1
<PAGE>
 
  (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.
 
  B. Undertaking to Transmit Certain Material.
 
  (1) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given, a copy of the registrant's Annual Report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report
in which case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the Annual Report of the registrant
for the preceding fiscal year may be so delivered, but within such 120 day
period the Annual Report for the last fiscal year will be furnished to each
such employee.
 
  (2) The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan, who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
 
  C. Other Undertakings.
 
  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants Annual Report pursuant to Section 13(a) or Section 15(d) 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.
 
                                      II-2
<PAGE>
 
                                   SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE ISSUER
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8,
UNDERTAKES TO COMPLY WITH THE REQUIREMENTS OF PART II OF FORM S-8, AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF IRVINE, AND THE STATE OF
CALIFORNIA, ON THIS 11TH DAY OF APRIL, 1995.
 
                                          FLUOR CORPORATION
 
                                          By    /s/ Lawrence N. Fisher
                                            ___________________________________
                                                    Lawrence N. Fisher
                                                 Vice President--Corporate
                                                Law and Assistant Secretary
 
  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. Moreover, the undersigned hereby also certify that to
the best of their knowledge and belief the issuer meets all of the requirements
for filing on Form S-8.
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
<S>                                  <C>                           <C>
Principal Executive Officer
 and Director:
 
                  *                  Director, Chairman of the       April 11, 1995
____________________________________  Board and Chief Executive
            L. G. McGraw              Officer
 
Principal Financial Officer and
 Accounting Officer:

                  *                  Vice President--Finance and     April 11, 1995
____________________________________  Chief Financial Officer
           J. M. Conaway
 
Other Directors:

                  *                  Director                        April 11, 1995
____________________________________
      Carroll A. Campbell, Jr.
 
                  *                  Director                        April 11, 1995
____________________________________
           Hugh K. Coble

                  *                  Director                        April 11, 1995
____________________________________
           Peter J. Fluor
 
                  *                  Director                        April 11, 1995
____________________________________
          David P. Gardner
 
                  *                  Director                        April 11, 1995
____________________________________
          William R. Grant
</TABLE>
 
                                      II-3
<PAGE>
 
<TABLE>
<CAPTION>
             SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
<S>                                  <C>                           <C>

                  *                  Director                        April 11, 1995
 ___________________________________
            Bob R. Inman
 
                  *                  Director                        April 11, 1995
____________________________________
         Robert V. Lindsay
 
                  *                  Director                        April 11, 1995
____________________________________
         Vilma S. Martinez

                  *                  Director                        April 11, 1995
____________________________________
            Buck Mickel
 
                  *                  Director                        April 11, 1995
____________________________________
          Martha R. Seger
 
</TABLE>
 
*By /s/ Lawrence N. Fisher
  ____________________________
      Lawrence N. Fisher,
       Attorney-in-fact
 
  Manually signed powers of attorney authorizing Lawrence N. Fisher and P.
Joseph Trimble, and either of them, to sign this registration statement and any
amendments thereto as attorneys-in-fact for certain directors and officers of
the issuer are included herein as Exhibits 24.1 and 24.2 hereto.

                                      II-4
<PAGE>
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                              SEQUENTIALLY
                                                                NUMBERED
 EXHIBIT NO.                   DESCRIPTION                        PAGE
 -----------                   -----------                    ------------
 <C>         <S>                                              <C>
 4           Stock Plan for Non-Employee Directors

 5           Opinion of Counsel re: Legality

 23          Consent of Independent Auditors--Ernst & Young LLP

 24.1        Manually signed Powers of Attorney executed by
             certain Fluor directors and officers

 24.2        Manually signed Powers of Attorney executed by
             certain Fluor directors
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 38426}]
{"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": "033-58557", "film-number": "95528311"}, "business-address": {"street1": "3333 MICHELSON DR", "city": "IRVINE", "state": "CA", "zip": "92730", "phone": "7149752000"}, "former-company": {"former-conformed-name": "FLUOR CORP LTD", "date-changed": "19710624"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 1995
                                                     REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                               ----------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
 
                               ----------------
 
                               FLUOR CORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
 
                DELAWARE                               95-0740960
      (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)
 
          3333 MICHELSON DRIVE                           92730
           IRVINE, CALIFORNIA                          (ZIP CODE)
    (ADDRESS OF PRINCIPAL EXECUTIVE
                OFFICES)
 
                               ----------------
 
                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
                            (FULL TITLE OF THE PLAN)
 
                               ----------------
 
                               LAWRENCE N. FISHER
              VICE PRESIDENT-CORPORATE LAW AND ASSISTANT SECRETARY
                 3333 MICHELSON DRIVE, IRVINE, CALIFORNIA 92730
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                                 (714) 975-6995
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
  Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
 
                        CALCULATION OF REGISTRATION FEE
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPOSED    PROPOSED
                                           MAXIMUM    MAXIMUM
                             AMOUNT       OFFERING   AGGREGATE   AMOUNT OF
 TITLE OF SECURITIES         TO BE        PRICE PER   OFFERING  REGISTRATION
   TO BE REGISTERED        REGISTERED       SHARE      PRICE        FEE
- ----------------------------------------------------------------------------
Common Stock par value
 $.625 per share        25,000 shares(1) $49.4375(2) $1,235,938     $427
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) There is also being registered hereunder such additional shares as may be
    issued pursuant to the antidilution provisions of the Plan.
 
(2) Cannot be specified at this time, but will be determined pursuant to the
    terms of the Plan. Amounts shown are estimated solely for purposes of
    computing the registration fee.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FLUOR STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
 
                             CROSS REFERENCE SHEET
FORM S-8 ITEM                      LOCATION IN PROSPECTUS
             -------------                      ----------------------
1. Forepart of the Registration
      Statement and outside Front    
      Cover Page of Prospectus....   Facing Page of Registration Statement;
                                     Cover Page of Prospectus ("Cover")     

  2. Inside Front and Outside Back
      Cover Pages of Prospectus...   Inside Front and Outside Back Cover Page of
                                     Prospectus; Table of Contents; Available
                                     Information; Information Incorporated by
                                     Reference

  3. General Plan Information.....   Cover; The Company; The Plan (General;
                                     Purpose; Duration, Administration,
                                     Modification, Termination; Eligible
                                     Directors)

  4. Securities to be Offered and
      Employees Who May              
      Participate in the Plan.....   Cover; The Plan (Duration, Administration,
                                     Modification, Termination; Securities     
                                     Subject to the Plan; Eligible Directors)   

  5. Purchase of Securities          
      Pursuant to the Plan........   The Plan (Duration, Administration,   
                                     Modification, Termination; Securities 
                                     Subject to the Plan;                  
                                     Award of Restricted Stock)             

  6. Payment for Securities
      Offered.....................   The Plan (Award of Restricted Stock)

  7. Resale Restrictions..........   *

  8. Tax Effects of Plan
      Participation...............   The Plan (Federal Income Tax Consequences)

  9. Investment of Funds..........   *

 10. Forfeitures and Penalties....   The Plan (Award of Restricted Stock;
                                     Award of Restricted Units)

 11. Charges and Deductions and
      Liens Therefor..............   *

 12. Registrant Information and
      Employee Annual Plan
      Information.................   Additional Information

 13. Incorporation of Certain
      Documents by Reference......   Inside Front Cover Page of Prospectus;
                                     Information Incorporated by Reference

 14. Description of Securities....   Information Incorporated by Reference

 15. Additional Information.......   Additional Information

 16. Interests of Named Experts
      and Counsel.................   *

 17. Indemnification of Directors
      and Officers................   Additional Information
- --------
*  Inapplicable
PROSPECTUS
 
                          [LOGO OF FLUOR CORPORATION]

                     STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
 
                               ----------------
 
  This prospectus relates to 25,000 shares of Fluor Corporation common stock
issuable under awards of restricted stock granted or to be granted, under the
Stock Plan For Non-Employee Directors, together with such additional shares as
may be issued pursuant to the antidilution provisions described herein. This
prospectus also describes the terms and conditions covering the grant of which
are related to the grant and vesting of the awards.
 
  This prospectus does not cover reoffers or resales of shares acquired
hereunder. However, persons who are not affiliates of Fluor Corporation as
defined in Rule 405 under the Securities Act of 1933, as amended (the "Act"),
may resell shares acquired hereunder in any way permitted by law, including
sales on the New York Stock Exchange. Affiliates of Fluor Corporation may not
publicly resell shares acquired hereunder without registration under the Act or
compliance with Rule 144 under the Act.
 
                               ----------------
 
  THESE SECURITIES HAVE  NOT BEEN  APPROVED OR DISAPPROVED  BY THE SECURITIES
    AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
      OR  ADEQUACY  OF  THIS  PROSPECTUS.  ANY REPRE-  SENTATION  TO  THE
        CONTRARY IS A CRIMINAL OFFENSE.
 
                               ----------------
 
  No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection
with any offer contained in this prospectus, and if given or made, such
information or representations must not be relied upon as having been
authorized by Fluor Corporation. This prospectus is not an offer to sell, or a
solicitation of an offer to buy, in any state in which it is unlawful to make
such an offer or solicitation.
 
  The delivery of this prospectus shall not, under any circumstances, create
any implication that there has been no change in the affairs of Fluor
Corporation since the date hereof.
 
                 THE DATE OF THIS PROSPECTUS IS APRIL   , 1995
AVAILABLE INFORMATION
 
  Fluor Corporation ("Fluor") is subject to the informational requirements of
the Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by Fluor can be inspected and copied at
the public reference facilities maintained by the Commission, 450 Fifth Street
N.W., Washington, D.C. 20549 as well as at the Commission's Regional Offices at
75 Park Place, New York, New York. 10007 and at 230 South Dearborn Street,
Chicago, Illinois 60604. Copies of such material can be obtained from the
Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. Reports, proxy statements and other information concerning
Fluor can also be inspected at the offices of those stock exchanges on which
Fluor's stock is listed, namely, the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005; the Midwest Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605; and the Pacific Stock Exchange, 233 South
Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San
Francisco, California 94104.
 
  A registration statement on Form S-8 with respect to the shares of Fluor
common stock offered by this prospectus has been filed with the Commission,
Washington, D.C., under the Act. This prospectus omits certain information
contained in such registration statement, including various exhibits thereto,
which may be examined at the offices of the Commission.
 
                     INFORMATION INCORPORATED BY REFERENCE
 
  The following documents filed by Fluor with the Commission are incorporated
herein by reference.
 
  (a) Fluor's latest Annual Report filed pursuant to Section 13 or 15(d) of the
Exchange Act;
 
  (b) All other reports filed pursuant to Section 13 or 15(d) of the Exchange
Act since the end of the fiscal year covered by the Annual Report referred to
in (a) above;
 
  (c) Fluor's definitive proxy statement filed pursuant to Section 14 of the
Exchange Act in connection with the latest annual meeting of its stockholders,
and any definitive proxy or information statements so filed in connection with
any subsequent special meetings of its stockholders;
 
  (d) The description of the common stock of Fluor which is contained in a
registration statement filed by Fluor under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description; and
 
  (e) Information with respect to awards of restricted stock including amount
granted, amount outstanding, exercises, restriction removals, prices and
expiration dates, included in Fluor's Annual Reports and definitive proxy
statements described in (a), (b) and (c) above and which will be included in
the future either in Fluor's Annual Reports or proxy statements or appendices
to this prospectus.
 
  All reports and other documents subsequently filed by Fluor pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
 
  Fluor will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been
incorporated by reference herein (not including exhibits to such information
unless such exhibits are specifically incorporated by reference into such
information). Requests for such information should be directed to Fluor
Corporation, 3333 Michelson Drive, Irvine, California 92730, Attention:
Secretary (714) 975-2000.
 
                                       2
THE COMPANY
 
  Fluor Corporation, a Delaware corporation, the issuer of the shares offered
hereunder, maintains its principal office at 3333 Michelson Drive, Irvine,
California 92730, and its telephone number is (714) 975-2000.
 
                                    THE PLAN
 
GENERAL
 
  The Stock Plan for Non-Employee Directors (the "Plan") became effective upon
its approval by the stockholders of Fluor on March 14, 1995. The Plan
contemplates a one time grant to each non-employee director of the right to
acquire 1,000 shares of common stock of Fluor (the "Stock") under restricted
stock agreements ("Awards") along with the grant of related restricted units
payable in cash to assist in satisfying income tax liabilities arising from the
Award.
 
  Each grantee of an Award is furnished with a copy of the Plan and the
following is a summary of certain provisions of the Plan. The Plan should be
read in its entirety and the summary below is subject to, and qualified in its
entirety by, the full text of the Plan.
 
PURPOSE
 
  The purpose of the Plan is to advance the interests of Fluor and its
stockholders by affording to non-employee directors of Fluor an opportunity to
acquire or increase their proprietary interest in Fluor by the grant to such
non-employee directors of Awards under the terms of the Plan. By thus
encouraging such non-employee directors to become owners of Fluor shares and by
granting to such non-employee directors a form of cash incentive compensation
which is dependent upon the market value of Fluor shares, Fluor seeks to
motivate, retain and attract those highly competent individuals upon whose
judgment, initiative, leadership and continued efforts the success of Fluor in
large measure depends.
 
DURATION, ADMINISTRATION, MODIFICATION, TERMINATION
 
  Grants of Awards under the Plan may be made at any time prior to March 14,
2005.
 
  The Plan is administered by the members of the Board of Directors of Fluor
(the "Board") who are not eligible to participate in the Plan (the
"Committee").
 
  The Committee may at any time terminate, and may at any time and from time to
time and in any respect amend or modify, the Plan; provided, however, that no
such action of the Committee without approval of the stockholders of Fluor may
(1) increase the total number of shares of Stock subject to the Plan, except as
contemplated by the Plan's antidilution provisions; (2) materially increase the
benefits accruing to participants under the Plan; (3) withdraw the
administration of the Plan from the Committee; or (4) permit any person while a
member of the Committee to be eligible to receive an Award under the Plan. No
termination, amendment or modification of the Plan may in any manner affect any
previously granted Award under the Plan without the consent of the grantee of
the Award.
 
SECURITIES SUBJECT TO THE PLAN
 
  The aggregate number of shares of Stock which may be issued and sold under
the Plan pursuant to Awards may not exceed 25,000.
 
                                       3
In the event that the outstanding shares of Stock of Fluor are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the property of Fluor, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other distribution with
respect to such shares of Stock or other securities, an appropriate and
proportionate adjustment may be made in (1) the maximum number and kind of
shares which may be issued under the Plan, and (2) the number and kind of
shares or other securities subject to the Awards. Such adjustments may be made
by the Committee, whose determination as to what adjustments will be made and
the extent thereof will be final, binding and conclusive. No fractional
interests will be issued under the Plan resulting from any such adjustment.
 
  Shares of Stock received pursuant to an Award granted under the Plan with
respect to which the restrictions on sale or other transfer shall have lapsed,
shall not again be available for Award under the Plan. If restricted Stock is
acquired by Fluor pursuant to Plan provisions, new Awards may be granted under
the Plan covering the number of shares to which such restricted Stock
acquisition relates.
 
  Fluor shall not be required to issue or deliver any certificate for shares of
Stock received as restricted Stock pursuant to an Award prior to the
fulfillment of all of the following conditions:
 
    (1) the admission of such shares to listing on all stock exchanges on
  which the Stock is then listed;
 
    (2) the completion of any registration or other qualification of such
  shares under any federal or state law or under the rulings or regulations
  of the Commission or any other governmental regulatory body, which the
  Committee shall in its sole discretion deem necessary or advisable;
 
    (3) the obtaining of any approval or other clearance from any federal or
  state governmental agency which the Committee shall in its sole discretion
  determine to be necessary or advisable; and
 
    (4) the lapse of such reasonable period of time following the execution
  of the Award as the Committee from time to time may establish for reasons
  of administrative convenience.
 
ELIGIBLE DIRECTORS
 
  Only directors of the Company who are not, and have never been, an employee
of Fluor or its subsidiaries are eligible to participate in the Plan. No member
of the Committee is eligible to participate.
 
AWARD OF RESTRICTED STOCK
 
  The Plan provides for a one time grant of 1,000 shares to each non-employee
director. The shares of Stock received pursuant to an Award are subject to the
following restrictions:
 
    (1) The shares represented by an Award will be maintained in book entry
  form with Fluor's transfer agent until the restrictions lapse in accordance
  with their terms or until forfeited. Notwithstanding the foregoing, a
  participant may request that certificates for the shares be issued in the
  sole name of the awardee and each such certificate will bear a legend
  stating that the shares are subject to acquisition by Fluor and prohibiting
  sale or other transfer of the shares otherwise than pursuant to the
  provisions of the Award.
 
    (2) The shares may not be sold or otherwise transferred so long as the
  certificates bear the restrictive legend.
 
    (3) Upon the removal or resignation of the awardee from the Board, for
  any reason, the restricted Stock remaining subject to restriction shall be
  acquired by Fluor effective as of the date of such termination.
 
                                       4
The restrictions on the shares will lapse as follows. The restrictions on the
initial award to current non-employee directors will lapse as to 20% of the
shares on the date of the award. Thereafter, restrictions will lapse in four
equal increments on each of the four succeeding anniversary dates following the
date of the award. For awards made to non-employee directors appointed in the
future, restrictions will lapse on 20% of the shares on the March 14 next
following the date of the award. Restrictions will lapse on the balance of the
shares in four equal increments on each succeeding March 14.
 
  Under the Plan, no payment is required to be made by an awardee for Stock
subject to an Award, but the Committee in granting the Award must determine
that consideration, in the form of labor performed for or actually rendered to
Fluor by the awardee, having a fair value of not less than the then fair market
value of a like number of shares of Stock subject to the same restrictions, but
in no event less than the par value of such shares, has been received by Fluor.
 
  Awards must be granted under the Plan within ten years from the effective
date of the Plan, and the awardee will be entitled to acquire the Stock subject
to the Award only if the awarders and Fluor enter into a restricted stock
agreement within 60 days after the date of the Award dated as of the date of
the Award. Subject to the above described restrictions, upon issuance of the
restricted Stock the awardee will have all of the rights of a stockholder with
respect to such Stock, including the right to vote the restricted shares and to
receive all dividends and other distributions paid or made with respect
thereto.
 
  In the case of the removal or resignation of a director, all shares with
restrictions in effect will be forfeited. In the case of a Company Change of
Control, death, attainment of the age for Board retirement as determined by the
by-laws of Fluor or, in the discretion of the Committee, approved early
retirement in accordance with the Plan, all restrictions on any shares held
will immediately lapse.
 
  A Change of Control shall be deemed to have occurred if (1) a third person,
including a "group" as defined in Section 13(d)(3) of the Exchange Act,
acquires shares of Fluor having twenty-five percent or more of the total number
of votes that may be cast for the election of directors of Fluor; or (2) as a
result of any cash tender or exchange offer, merger or other business
combination, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of Fluor before the Transaction
shall cease to constitute a majority of the Board of Directors of Fluor or any
successor to Fluor.
 
AWARD OF RESTRICTED UNITS
 
  Along with an Award made hereunder the Committee may make a restricted unit
Award payable in cash, the purpose of which is to assist the awardee in
satisfying income tax liabilities arising from the lapse of restrictions on the
Stock. ("Restricted Units") The number of Restricted Units to be awarded shall
be determined by the Committee and each Restricted Unit shall have a cash value
equal to the fair market value of a share of Stock on the date that the
Restricted Unit becomes earned and payable. Each Restricted Unit Award shall
become earned and payable in five equal increments on each of the five dates
upon which a portion of the restrictions lapse on the related restricted Stock
Award, or upon such other terms and conditions as may be determined by the
Committee. The proceeds will be applied first in payment of any withholding
taxes arising from the lapse of restrictions on the Stock and from the
Restricted Units becoming payable, and the balance will be paid to the awardee.
If prior to the date upon which the Restricted Units become earned and payable,
the awardee is removed or resigns from the Board for any reason, then the
awardee's rights as to unearned Restricted Units shall then terminate; provided
however, that in the case of a Change of Control, death, attainment of the Age
for Board Retirement, or in the discretion of the Committee, approved early
retirement in accordance with the Plan, the Restricted Units will become earned
and payable on the date upon which all restrictions on the related restricted
Stock Award lapse.
 
FEDERAL INCOME TAX CONSEQUENCES
 
  The Plan is not qualified under section 401(a) of the Code and is not subject
to any of the provisions of the Employee Retirement Income Security Act of
1974.
 
                                       5
The following brief description of tax effects which may result from
participation in the Plan does not purport to be a complete statement of the
law in this area. Employees eligible under the Plan should consult their
personal tax advisers prior to engaging in any transactions under the Plan.
 
  A director who receives stock subject to restrictions which create a
substantial risk of forfeiture (within the meaning of section 83 of the
Internal Revenue Code) will be deemed to have income for Federal income tax
purposes, absent a contrary election, when the shares are no longer subject to
a substantial risk of forfeiture, when they become transferable (and the rights
of the transferee would not be subject to a substantial risk of forfeiture) or
when they are disposed of, whichever occurs first. The amount of such income
will be equal to the fair market value of the shares as of the date on which
the director is deemed to have income. A director may elect, however, to
include in income in the year of grant the fair market value of the shares
(determined without regard to any restrictions thereon) on the date of grant.
The Company will be entitled to a deduction in the amount of the income that is
deemed to be received by the director. Directors will receive Restricted Units
to assist in satisfying the directors income tax liability with respect to the
shares. The Restricted Units will be reportable as income at the time the
Restricted Units (or portion thereof) become earned and payable.
 
                             ADDITIONAL INFORMATION
 
  Each non-employee director who is an awardee under the Plan will receive a
copy of the Plan, Fluor's Annual Report to stockholders for its most recent
fiscal year and its most recent definitive proxy statement. Further, a copy of
such materials will be promptly furnished to any such awardee, without charge,
upon written request of the awardee. Fluor may also, from time to time, deliver
to each grantee an appendix to this prospectus updating or modifying certain
information contained herein. Information contained in such appendix shall
supersede any conflicting information set forth herein.
 
  The directors of Fluor are afforded indemnification pursuant to Article
Nineteenth of the Restated Certificate of Incorporation of Fluor to the fullest
extent required or permitted under the general corporate law of Delaware.
Section 145 of the General Corporation Law of the State of Delaware requires
the indemnification of officers and directors under certain circumstances
against expenses (including attorneys' fees) incurred in successfully defending
against a claim and authorizes Delaware corporations to further indemnify their
officers and directors under certain circumstances against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) and
liabilities incurred in legal proceedings involving such persons because of
their being or having been an officer or director.
 
  Coverage under existing Fluor insurance policies has been extended to Fluor
and directors and officers of Fluor in connection with certain liabilities,
including liabilities under the Act.
 
  Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and persons controlling Fluor pursuant to the
foregoing provisions, Fluor has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
 
                                       6
PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 19. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  The officers and directors of Fluor are afforded indemnification pursuant to
Article Nineteenth of the Restated Certificate of Incorporation of Fluor to the
fullest extent required or permitted under the general corporate law of
Delaware. Section 145 of the General Corporation Law of the State of Delaware
requires the indemnification of officers and directors under certain
circumstances against expenses (including attorneys' fees) incurred in
successfully defending against a claim and further authorizes Delaware
corporations to indemnify their officers and directors under certain
circumstances against expenses (including attorneys' fees, Judgments, fines and
amounts paid in settlement) incurred in legal proceedings involving such
persons because of their being or having been an officer or director.
 
  Coverage under existing Fluor insurance policies has been extended to Fluor
and directors and officers of Fluor in connection with certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
 
ITEM 20. EXHIBITS.
EXHIBIT NO.
 -----------
4        Stock Plan for Non-Employee Directors
    5        Opinion of Counsel re: Legality
    23       Consent of Independent Auditors--Ernst & Young LLP
             Manually signed Powers of Attorney executed by certain Fluor
    24.1     directors and officers
             Manually signed Powers of Attorney executed by certain Fluor
    24.2     directors
ITEM 21. UNDERTAKINGS.
 
  A. Undertaking to File Post-Effective Amendment.
 
  The undersigned registrant hereby undertakes:
 
  (1) To file, during any 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;
 
    (ii) To reflect in the prospectus any facts or events arising after the
  effective date of the 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; and
 
    (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 paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
 
  (2) That, for the purpose of determining any 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.
 
                                      II-1
(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.
 
  B. Undertaking to Transmit Certain Material.
 
  (1) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus is sent
or given, a copy of the registrant's Annual Report to stockholders for its last
fiscal year, unless such employee otherwise has received a copy of such report
in which case the registrant shall state in the prospectus that it will
promptly furnish, without charge, a copy of such report on written request of
the employee. If the last fiscal year of the registrant has ended within 120
days prior to the use of the prospectus, the Annual Report of the registrant
for the preceding fiscal year may be so delivered, but within such 120 day
period the Annual Report for the last fiscal year will be furnished to each
such employee.
 
  (2) The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan, who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
 
  C. Other Undertakings.
 
  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants Annual Report pursuant to Section 13(a) or Section 15(d) 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.
 
                                      II-2
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE ISSUER
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8,
UNDERTAKES TO COMPLY WITH THE REQUIREMENTS OF PART II OF FORM S-8, AND HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF IRVINE, AND THE STATE OF
CALIFORNIA, ON THIS 11TH DAY OF APRIL, 1995.
 
                                          FLUOR CORPORATION
 
                                          By    /s/ Lawrence N. Fisher
                                            ___________________________________
                                                    Lawrence N. Fisher
                                                 Vice President--Corporate
                                                Law and Assistant Secretary
 
  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. Moreover, the undersigned hereby also certify that to
the best of their knowledge and belief the issuer meets all of the requirements
for filing on Form S-8.
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
Principal Executive Officer
 and Director:
 
                  *                  Director, Chairman of the       April 11, 1995
____________________________________  Board and Chief Executive
            L. G. McGraw              Officer
 
Principal Financial Officer and
 Accounting Officer:

                  *                  Vice President--Finance and     April 11, 1995
____________________________________  Chief Financial Officer
           J. M. Conaway
 
Other Directors:

                  *                  Director                        April 11, 1995
____________________________________
      Carroll A. Campbell, Jr.
 
                  *                  Director                        April 11, 1995
____________________________________
           Hugh K. Coble

                  *                  Director                        April 11, 1995
____________________________________
           Peter J. Fluor
 
                  *                  Director                        April 11, 1995
____________________________________
          David P. Gardner
 
                  *                  Director                        April 11, 1995
____________________________________
          William R. Grant
II-3
SIGNATURE                           TITLE                    DATE
             ---------                           -----                    ----
*                  Director                        April 11, 1995
 ___________________________________
            Bob R. Inman
 
                  *                  Director                        April 11, 1995
____________________________________
         Robert V. Lindsay
 
                  *                  Director                        April 11, 1995
____________________________________
         Vilma S. Martinez

                  *                  Director                        April 11, 1995
____________________________________
            Buck Mickel
 
                  *                  Director                        April 11, 1995
____________________________________
          Martha R. Seger
*By /s/ Lawrence N. Fisher
  ____________________________
      Lawrence N. Fisher,
       Attorney-in-fact
 
  Manually signed powers of attorney authorizing Lawrence N. Fisher and P.
Joseph Trimble, and either of them, to sign this registration statement and any
amendments thereto as attorneys-in-fact for certain directors and officers of
the issuer are included herein as Exhibits 24.1 and 24.2 hereto.

                                      II-4
EXHIBIT INDEX
SEQUENTIALLY
                                                                NUMBERED
 EXHIBIT NO.                   DESCRIPTION                        PAGE
 -----------                   -----------                    ------------
4           Stock Plan for Non-Employee Directors

 5           Opinion of Counsel re: Legality

 23          Consent of Independent Auditors--Ernst & Young LLP

 24.1        Manually signed Powers of Attorney executed by
             certain Fluor directors and officers

 24.2        Manually signed Powers of Attorney executed by
             certain Fluor directors