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: DAILEY MARK D (VP, Chain Supply & Cont Improv)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-15	Stock Option (right-to-buy)	$22.90	A	6000	Acquired	2014-07-15	Common Stock (6000)	Direct
2004-07-15	Restricted Common Stock ($1.25 par value per share)	$0	A	3500	Acquired		Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	7500	Direct
Common Stock ($1.25 par value per share)	2733	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right-to-buy)	$19.15	2013-07-17	Common Stock (8000)	8000	Direct
Stock Option (right-to-buy)	$24.84	2012-07-17	Common Stock (8000)	8000	Direct
Stock Option (right-to-buy)	$27.12	2011-07-18	Common Stock (8000)	8000	Direct
Stock Option (right-to-buy)	$17.81	2010-08-22	Common Stock (7400)	7400	Direct
Stock Option (right-to-buy)	$16.01	2009-09-10	Common Stock (7500)	7500	Direct
Restricted Common Stock ($1.25 par value per share)	$		Common Stock (7500)	7500	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: 2,667 option shares vested on July 17, 2004, another 2,666 option shares vest on July 17, 2005 and the remaining 2,667 option shares vest on July 17, 2006.

F6: 2,667 option shares vested on July 17, 2003, another 2,666 option shares vested on July 17, 2004 and the remaining 2,667 option shares vest on July 17, 2005.

F7: All of the option shares are fully vested and exercisable.

F8: 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.

F9: 3,750 shares of Restricted Common Stock vest on September 10, 2004, the remaining 3,750 shares vest on September 10, 2009.

F10: Vesting of the shares of Restricted Common Stock is contingent upon continued employment with the issues. An expiration date is not applicable.