HR-148

                                                        EFFECTIVE DATE: 02-04-04



FLUOR HUMAN RESOURCES POLICY  __________________________________________________

                                                                POLICY/PROCEDURE



THIS FLUOR ENTERPRISES, INC. POLICY IS SUBJECT TO MODIFICATION OR REVISION IN

PART OR IN ITS ENTIRETY TO REFLECT CHANGES IN CONDITIONS SUBSEQUENT TO THE

EFFECTIVE DATE OF THIS POLICY.



SUBJECT:  BUSINESS ETHICS AND CONDUCT



HR-148

EFFECTIVE DATE:  02-04-04

SUPERSEDES: 03-03-03



I.   POLICY



     Employees are expected to adhere to the highest standards of business

     ethics and to conduct themselves and Fluor's business in a manner that will

     safeguard the company's reputation and retain the respect of its

     shareholders and all who associate with Fluor. No one in Fluor may give any

     order or directive that would violate the principle of strict adherence to

     the law, regulations governing company activities, or this policy. Fluor

     has additional policies in place that supplement and support the standards

     of conduct in this policy. Employees are expected to adhere to these and

     all other company policies as well.



II.  PROCEDURES



     A. CONFLICTS OF INTEREST AND MISAPPROPRIATION OF CORPORATE OPPORTUNITIES:



         1.   Employees must avoid circumstances giving rise to potential bias

              due to conflicting personal interests and investments not

              consistent with the employee's performance of company business. In

              addition, employees are prohibited from taking for themselves

              opportunities related to Fluor's business, using Fluor's property,

              information, or position for personal gain, or competing with

              Fluor for business opportunities.



         2.   The company recognizes that the complexities of personal and

              company interests may occasionally result in situations where

              employees feel compelled to excuse themselves from a particular

              transaction because of inability to preclude the appearance of

              bias or the occurrence of personal gain at the expense of the

              company. To facilitate the avoidance of such circumstances and to

              protect both employees and the company, all potential personal

              conflicts and all opportunities that relate to Fluor's business

              must be disclosed in writing upon initial employment with the

              company, at the time of the recertification of this policy, and at

              any other time in the course of employment when potential conflict

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