Securities Act of 1933
Section 2(a)(3)

October 17, 2008

RESPONSE OF THE OFFICE OF INTERNATIONAL CORPORATE FINANCE
DIVISION OF CORPORATION FINANCE

Based on the facts presented, the Division will not recommend enforcement action to the Commission if WorleyParsons makes the described awards of performance rights to its U.S. employees pursuant to the U.S. sub-plan of the WorleyParsons Performance Rights Plan (WPRP U.S. sub-plan) without registration under the Securities Act of 1933 in reliance on your opinion as counsel that such awards are not sales within the meaning of Securities Act Section 2(a)(3).

The Division is further of the view that WorleyParsons ordinary shares issued to participants upon the vesting of performance rights under the WPRP U.S. sub-plan would not be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act. Non-affiliates may sell WorleyParsons ordinary shares issued to them upon the vesting of performance rights under the WPRP U.S. sub-plan immediately and without restriction, and affiliates may sell ordinary shares received upon the vesting of performance rights under the WPRP U.S. sub-plan pursuant to Securities Act Rule 144, but without regard to the one-year holding period under that rule. In reaching this position, we note your representations that:

• WorleyParsons maintains a listing of its ordinary shares on the Australian Securities Exchange (ASX), where its ordinary shares are actively traded;

• WorleyParsons' ordinary shares are exempt from registration under Section 12(g) of the Securities Exchange Act of 1934 pursuant to Exchange Act Rule 12g3-2(b), and WorleyParsons maintains that exemption by electronically publishing in the English language its disclosure documents required under Australian laws and ASX regulations, which disclosure is substantially similar to the information that would be available if WorleyParsons was subject to Exchange Act reporting; and

• the number of Worley Persons ordinary shares to be distributed annually under the U.S. sub-plan will be relatively small in relation to the number of such shares outstanding, and is expected to be less than 1% of the total number of outstanding ordinary shares.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. This response expresses the Division's position on enforcement action only and does not express a legal position on the question presented.

Sincerely,

Elliot Staffin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/worleyparsons101708-2a3.htm