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                                                                   EXHIBIT 10.17
                                   1982 FLUOR

                               SHADOW STOCK PLAN

            (as amended and restated, effective September 11, 1995)
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ARTICLE I
                                  DEFINITIONS


Sec. 1.1 DEFINITIONS
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As used herein, the following terms shall have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:

(a)  "Board" shall mean the Board of Directors of the Company.

(b)  "Change of Control" "Change of Control" of the Company shall be deemed to
     have occurred if, (i) a third person, including a "group" as defined in
     Section 13(d)(3) of the Securities Exchange Act of 1934, acquires shares of
     the Company having twenty-five percent or more of the total number of votes
     that may be cast for the election of directors of the Company, or (ii) as
     the 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 the Company before the
     Transaction shall cease to constitute a majority of the Board of the
     Company or any successor to the Company.

(c)  "Committee" shall mean the Organization and Compensation Committee of the
     Board.

(d)  "Company" shall mean Fluor Corporation.

(e)  "Fair Market Value" shall mean the average of the highest price and the
     lowest price per share at which the Stock is sold in the regular way on the
     New York Stock Exchange on the day such value is to be determined hereunder
     or, in the absence of any reported sales on such day, the first preceding
     day on which there were such sales.

(f)  "Grantee" shall mean an employee to whom Units have been granted hereunder.

(g)  "Plan" shall mean the 1982 Fluor Shadow Stock Plan, the terms of which are
     set forth herein.

(h)  "Stock" shall mean the common stock of the Company or, in the event that
     the outstanding shares of Stock are hereafter changed into or exchanged for
     shares of a different stock or securities of the Company or some other
     corporation, such other stock or securities.

(i)  "Subsidiary" shall mean any corporation, the majority of the outstanding
     capital stock of which is owned, directly or indirectly, by the Company.

(i)  "Units" shall mean Shadow Stock Units granted as provided herein.
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                                   ARTICLE II
                                    THE PLAN


Sec. 2.1 NAME
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     This plan shall be known as the "1982 Fluor Shadow Stock Plan".

Sec. 2.2 PURPOSE
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     The purpose of the Plan is to advance the interests of the Company and its
     shareholders by providing participants in the Fluor Corporation and
     Subsidiaries Executive Incentive Compensation Plan and other eligible key
     management employees who can directly and significantly influence the
     profits of the Company and therefore the market value of its Stock a form
     of cash incentive compensation which is measured by the performance of the
     Stock.

Sec. 2.3 EFFECTIVE DATE AND DURATION
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     The Plan shall become effective as of October 31, 1982, upon its adoption
     by the Board.  The Units awarded hereunder must be awarded within twenty
     years from the effective date of the Plan.

                                  ARTICLE III
                                  PARTICIPANTS

Sec. 3.1 ELIGIBILITY
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     Any participant in the Fluor Corporation and Subsidiaries Executive
     Incentive Compensation Plan or other key management employee of the Company
     or its Subsidiaries shall be eligible to participate in the Plan; provided,
     however, that no member of the Committee shall be eligible to participate.

                                   ARTICLE IV
                                 ADMINISTRATION

Sec. 4.1 DUTIES AND POWERS OF COMMITTEE
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     The Plan shall be administered by the Committee.  Subject to the express
     provisions of the Plan, the Committee shall have sole discretion and
     authority to determine from among eligible employees those to whom and the
     time or times at which Units may be granted, the number of Units to be
     granted and the period for the exercise of such Units which need not be the
     same for each grant hereunder.
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     Subject to the express provisions of the Plan, the Committee shall also
     have complete authority to interpret the Plan, to prescribe, amend and
     rescind rules and regulations relating to it, and to make all other
     determinations necessary or advisable in the administration of the Plan.

Sec. 4.2 MAJORITY RULE
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     A majority of the members of the Committee shall constitute a quorum, and
     any action taken by a majority present at a meeting at which a quorum is
     present or any action taken without a meeting evidenced by a writing
     executed by a majority of the whole Committee shall constitute the action
     of the Committee.

Sec. 4.3 COMPANY ASSISTANCE
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     The Company shall supply full and timely information to the Committee on
     all matters relating to eligible employees, their employment, death,
     retirement, disability or other termination of employment, and such other
     pertinent facts as the Committee may require.  The Company shall furnish
     the Committee with such clerical and other assistance as is necessary in
     the performance of its duties.

                                   ARTICLE V
                             UNITS SUBJECT TO PLAN

Sec. 5.1 LIMITATIONS
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     Subject to adjustment pursuant to the provisions of Section 5.2 hereof, the
     number of unexercised Units granted pursuant to Section 6.1(b) hereunder
     shall not exceed 1,000,000.

Sec. 5.2 ANTIDILUTION
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     In the event that the outstanding shares of Stock hereafter are changed
     into or exchanged for a different number or kind of shares or other
     securities of the Company or of another corporation by reason of merger,
     consolidation, other reorganization, recapitalization, reclassification,
     combination of shares, stock splitup or stock dividend,

     (a)  the aggregate number of unexercised Units which may be granted under
          Section 6.1(b) shall be adjusted appropriately;

     (b)  outstanding Units granted hereunder, both as to number and value,
          shall be adjusted appropriately; and

     (c)  where dissolution or liquidation of the Company or any merger or
          combination in which the Company is not a surviving corporation is
          involved, each outstanding Unit granted hereunder shall terminate, but
          the
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          Grantee shall have the right, immediately prior to such dissolution,
          liquidation, merger or combination, to exercise his Units in full to
          the extent that such Units shall not have been exercised.

     The foregoing adjustments and the manner of application of the foregoing
     provisions shall be determined solely by the Committee, and any such
     adjustment may provide for the elimination of fractional Units.

                                   ARTICLE VI
                          GRANT AND EXERCISE OF UNITS

Sec. 6.1 GRANT OF UNITS
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     (a)  Units may be granted as a consequence of Incentive Compensation awards
          made in the form of Shadow Stock Units pursuant to the Fluor
          Corporation and Subsidiaries Executive Incentive Compensation Plan.
          Each such grant shall be evidenced by minutes of a meeting or the
          written consent of the Board.  The Grantee shall be promptly notified
          of such grant by a written communication which shall set forth the
          number of Units so granted.  For purposes of the Plan, the date of
          such Board action shall be deemed to be the date of grant.

     (b)  Units may also be separately granted by the Committee and the grant of
          any such Units shall be evidenced by minutes of a meeting or the
          written consent of the Committee and by a written Agreement dated as
          of the date of grant and executed by the Company and the Grantee which
          Agreement shall set forth such terms and conditions as may be
          determined by the Committee consistent with the Plan.

Sec. 6.2 EXERCISE PERIOD
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     The period for exercise of each Unit granted hereunder shall be determined
     by the Committee, but in no instance shall such period exceed ten years
     from the date of grant.  At the end of said period, any unexercised Units
     shall be deemed to have been exercised in accordance with Section 6.3.

Sec. 6.3 EXERCISE OF UNITS
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     Units granted hereunder shall be exercised by written notice of intent to
     exercise with respect to a specified number of Units (at least 50 or the
     entire remaining balance of the grant, whichever is less) delivered to the
     Company at its principal office in the State of California.  In the case of
     Grantees working outside the United States, such exercise shall be subject
     to the approval and consent of the Executive Compensation Committee of the
     Company.

Sec. 6.4 PAYMENT FOR UNITS EXERCISED
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     Within 30 days after Units have been exercised in accordance with Section
     6.3 hereof, the Company shall pay to the Grantee in cash an amount equal to
     the Fair Market Value of the Stock on the date such Units are exercised
     multiplied by the number of Units exercised, less all applicable federal
     and state withholding or other employment taxes applicable to the taxable
     income of such Grantee resulting from such exercise.  In the event of the
     death of such Grantee before payment is made hereunder, such payment shall
     be made to the executor or administrator of such Grantee's estate.

     The foregoing notwithstanding, if any Units granted pursuant to Section
     6.1(a) hereof are exercised within the period ending with the calendar
     month immediately following the month in which the grant was made or if any
     Units granted pursuant to Section 6.1(b.) hereof are exercised during the
     calendar month in which such Units first became exercisable, then the Fair
     Market Value of the Stock of the Company shall be determined by reference
     to its Fair Market Value on the date of such grant.

     Notwithstanding the provisions of Section 6.3 hereof and the foregoing
     provisions of this Section 6.4, the Committee may in its discretion
     determine that all or a portion of any Units granted pursuant to Section
     6.1(b) shall be automatically exercised and paid as soon as they become
     exercisable and that the value of such Units shall be determined as of the
     date such Units were awarded by the Committee.

Sec. 6.5 NON-TRANSFERABILITY OF UNITS
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     No Units granted hereunder shall be transferred by a Grantee otherwise than
     by will or the laws of descent and distribution.  During the lifetime of a
     Grantee, such Units shall be exercisable only by him.

Sec. 6.6 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
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     (a)  If, prior to the date on which any Unit becomes exercisable, the
          Grantee's employment with the Company or its Subsidiaries shall be
          terminated by the Company or Subsidiary with or without cause, or by
          the act of the Grantee, the Grantee's rights to exercise such Units
          shall terminate and all rights thereunder shall cease; provided,
          however, that if the Grantee shall die, retire or become permanently
          and totally disabled, as determined in accordance with applicable
          Company personnel policies, or if the Grantee's employment with the
          Company or its Subsidiaries shall be terminated within two years after
          a Change of Control of the Company and such termination occurs prior
          to a date on which a Unit shall have become exercisable, such Unit
          shall become exercisable in full on the date of such death,
          retirement, disability or termination of employment.
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     (b)  If a Grantee's employment with the Company or its Subsidiaries shall
          be terminated for any reason other than death, retirement or permanent
          total disability, the Grantee shall have the right, during the period
          ending three months after such termination, to exercise such Units to
          the extent that they were exercisable at the date of such termination
          and shall not have been exercised, subject, however, to the provisions
          of Section 6.2 hereof.

     (c)  Upon termination of a Grantee's employment with the Company or its
          Subsidiaries by reason of retirement or permanent total disability, as
          determined in accordance with applicable Company personnel policies,
          such Grantee shall have the right, during the period ending three
          years after such termination, to exercise his Units in full to the
          extent that they shall not have been exercised, subject, however, to
          the provisions of Section 6.2 hereof.

     (d)  If a Grantee shall die while in the employ of the Company or its
          Subsidiaries, or within three months after termination of such
          employment for any reason other than retirement or permanent total
          disability, or within three years after termination of such employment
          by reason of retirement or permanent total disability, the executor or
          administrator of the estate of the decedent or the person or persons
          to whom Units granted hereunder shall have been validly transferred by
          the executor or the administrator pursuant to will or the laws of
          descent and distribution shall have the right, during the period
          ending three years after the date of the Grantee's death, to exercise
          the Grantee's Units (i) in full to the extent that they shall not have
          been exercised, if the Grantee shall have died while in the employ of
          the Company or its Subsidiaries or within three years after
          termination of such employment by reason of retirement or permanent
          total disability, or (ii) to the extent that they were exercisable at
          the date of the Grantee's death and shall not have been exercised, if
          the Grantee shall have died within three months after termination of
          such employment for any reason other than retirement or permanent
          total disability, subject, however, to the provisions of Section 6.2
          hereof.

     (e)  No transfer of Units by a Grantee by will or by the laws of descent
          and distribution shall be effective to bind the Company unless the
          Company shall have been furnished with written notice thereof and an
          authenticated copy of the will and/or such other evidence as the
          Committee may deem necessary to establish the validity of the transfer
          and the acceptance by the transferee or transferees of the terms and
          conditions of such Units.

Sec. 6.7 NO RIGHTS AS SHAREHOLDER
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     Nothing herein contained shall be deemed to give any Grantee any rights as
     a shareholder of the Company.
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                                  ARTICLE VII
                TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

Sec. 7.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
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     The Board may at any time, upon recommendation of the Committee, terminate,
     and may at any time and from time to time and in any respect amend or
     modify, the Plan; provided, however, that no termination, amendment or
     modification of the Plan shall in any manner affect any Units theretofore
     granted under the Plan without the consent of the Grantee.

                                  ARTICLE VIII
                                 MISCELLANEOUS

Sec. 8.1 EMPLOYMENT
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     Nothing in the Plan or in any Units granted hereunder shall confer upon any
     employee the right to continue in the employ of the Company or any
     Subsidiary.

Sec. 8.2 OTHER COMPENSATION PLANS
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     Except as set forth in the Fluor Corporation and Subsidiaries Executive
     Incentive Compensation Plan, the adoption of the Plan shall not affect any
     stock option or incentive or other compensation plans in effect for the
     Company or any Subsidiary, nor shall the Plan preclude the Company from
     establishing any other forms of incentive or other compensation for
     employees of the Company or any Subsidiary.

Sec. 8.3 PLAN BINDING ON SUCCESSORS
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     The Plan shall be binding upon the successors and assigns of the Company.

Sec. 8.4 SINGULAR, PLURAL; GENDER
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     Whenever used herein, nouns in the singular shall include the plural, and
     the masculine pronoun shall include the feminine gender.

Sec. 8.5 HEADINGS, ETC., NO PART OF PLAN
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     Headings of Articles and Sections hereof are inserted for convenience and
     reference; they constitute no part of the Plan.