Exhibit 24.1


                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Chairman of the
Board of Directors, Chief Executive Officer and Director of Fluor Corporation, a
Delaware corporation ("Fluor"), does hereby constitute and appoint Lawrence N.
Fisher and Eric P. Helm and each of them, his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-3 and any and all amendments thereto (including
post-effective amendments) to be filed by Fluor with the Securities and Exchange
Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, up to $500,000,000 of Fluor debt and/or
equity securities covered by said Registration Statement and to file such
Registration Statement and any and all such amendments and any and all exhibits
thereto, and any and all other information and documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
each acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming as his own act and deed all that such attorneys-in-fact
and agents, and each of them, shall do or cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 22, 2004.

                                         /s/ Alan L. Boeckmann
                                         ---------------------------------------
                                         Alan L. Boeckmann

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Senior Vice
President and Chief Financial Officer of Fluor Corporation, a Delaware
corporation ("Fluor"), does hereby constitute and appoint Lawrence N. Fisher and
Eric P. Helm and each of them, his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign a Registration Statement on
Form S-3 and any and all amendments thereto (including post-effective
amendments) to be filed by Fluor with the Securities and Exchange Commission
(the "Commission") for the purpose of registering under the Securities Act of
1933, as amended, up to $500,000,000 of Fluor debt and/or equity securities
covered by said Registration Statement and to file such Registration Statement
and any and all such amendments and any and all exhibits thereto, and any and
all other information and documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming as his own act and deed all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 22, 2004.

                                         /s/ D. Michael Steuert
                                         ---------------------------------------
                                         D. Michael Steuert

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Vice President
and Controller of Fluor Corporation, a Delaware corporation ("Fluor"), does
hereby constitute and appoint Lawrence N. Fisher and Eric P. Helm and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign a Registration Statement on Form S-3 and any and
all amendments thereto (including post-effective amendments) to be filed by
Fluor with the Securities and Exchange Commission (the "Commission") for the
purpose of registering under the Securities Act of 1933, as amended, up to
$500,000,000 of Fluor debt and/or equity securities covered by said Registration
Statement and to file such Registration Statement and any and all such
amendments and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming as his own act and deed all
that such attorneys-in-fact and agents, and each of them, shall do or cause to
be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 22, 2004.

                                         /s/ Victor L. Prechtl
                                         ---------------------------------------
                                         Victor L. Prechtl

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 2, 2004.

                                         /s/ Peter J. Fluor
                                         ---------------------------------------
                                         Peter J. Fluor

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 22, 2004.

                                         /s/ David P. Gardner
                                         ---------------------------------------
                                         David P. Gardner

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 22, 2004.

                                         /s/ James T. Hackett
                                         ---------------------------------------
                                         James T. Hackett

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 5, 2004.

                                         /s/ Kent Kresa
                                         ---------------------------------------
                                         Kent Kresa

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as she might or could do in
person, hereby ratifying and confirming as her own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed her signature
as of December 3, 2004.

                                         /s/ Vilma S. Martinez
                                         ---------------------------------------
                                         Vilma S. Martinez

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 22, 2004.

                                         /s/ Dean R. O'Hare
                                         ---------------------------------------
                                         Dean R. O'Hare

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 3, 2004.

                                         /s/ Joseph W. Prueher
                                         ---------------------------------------
                                         Joseph W. Prueher

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming as his own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed his signature
as of December 6, 2004.

                                         /s/ Lord Robin W. Renwick
                                         ---------------------------------------
                                         Lord Robin W. Renwick

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as she might or could do in
person, hereby ratifying and confirming as her own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed her signature
as of December 22, 2004.

                                         /s/ Martha R. Seger
                                         ---------------------------------------
                                         Martha R. Seger

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned Director of Fluor
Corporation, a Delaware corporation ("Fluor"), does hereby constitute and
appoint Lawrence N. Fisher and Eric P. Helm and each of them, her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-3 and any and all
amendments thereto (including post-effective amendments) to be filed by Fluor
with the Securities and Exchange Commission (the "Commission") for the purpose
of registering under the Securities Act of 1933, as amended, up to $500,000,000
of Fluor debt and/or equity securities covered by said Registration Statement
and to file such Registration Statement and any and all such amendments and any
and all exhibits thereto, and any and all other information and documents in
connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as she might or could do in
person, hereby ratifying and confirming as her own act and deed all that such
attorneys-in-fact and agents, and each of them, shall do or cause to be done by
virtue hereof.

      IN WITNESS WHEREOF, the undersigned has hereunto subscribed her signature
as of December 2, 2004.

                                         /s/ Suzanne H. Woolsey
                                         ---------------------------------------
                                         Suzanne H. Woolsey