FLOWSERVE CORP — Director's Dealing 2004

Jul 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2004-07-15

Reporting Person: GREER C SCOTT (Chairman, Pres & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-15	Stock Option (right-to-buy)	$22.90	A	54000	Acquired	2014-07-15	Common Stock (54000)	Direct
2004-07-15	Restricted Common Stock ($1.25 par value per share)	$0	A	32000	Acquired		Common Stock (32000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	128200	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right-to-buy)	$19.15	2013-07-17	Common Stock (55000)	55000	Direct
Stock Option (right-to-buy)	$24.84	2012-07-17	Common Stock (55000)	55000	Direct
Stock Option (right-to-buy)	$18.56	2009-07-01	Common Stock (700000)	700000	Direct

Footnotes

F1: Option shares vest in three (3) equal annual installments beginning on July 15, 2005 and then on July 15, 2006 and July 15, 2007, respectively.

F2: The shares of Restricted Common Stock shall be valued at the fair market value upon each vesting date. A conversion or exercise price is not applicable.

F3: One-third of the shares of Restricted Common Stock vests on July 15, 2005, with the remaining thirds vesting on July 15, 2006 and July 15, 2007, respectively.

F4: Vesting of the shares of Restricted Common Stock is contingent upon continued employment with the Issuer. An expiration date is not applicable.

F5: 18,334 option shares vested on July 17, 2004, another 18,333 option shares vest on July 17, 2005 and the remaining 18,333 option shares vest on July 17, 2006.

F6: 18,334 option shares vested on July 17, 2003, another 18,333 option shares vested on July 17, 2004 and the remaining 18,333 option shares vest on July 17, 2005.

F7: All option shares are fully vested and exercisable.