EXHIBIT 23.2


                         Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in Amendment
No. 3 to the Registration Statement (Form S-3, No. 333-63984) and related
Prospectus of Fluor Corporation for the registration of $300,000,000 of Debt
Securities and to the incorporation by reference therein of our report dated
January 28, 2002, with respect to the consolidated financial statements of Fluor
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 2001, filed with the Securities and Exchange Commission.

                                              /s/ Ernst & Young LLP

Irvine, California
April 16, 2002