FLOWSERVE CORP — Director's Dealing 2006

Jul 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2006-07-15

Reporting Person: BEALL ANDREW J (VP & Pres. Flow Solutions Div.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-07-15	Common Stock ($1.25 par value per share)	F	662	$53.00	Disposed	28486	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	10863.77	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right-to-buy)	$30.00	2007-10-23	Common Stock (4000)	4000	Direct
Stock Option (right-to-buy)	$18.50	2008-11-02	Common Stock (2300)	2300	Direct
Stock Option (right-to-buy)	$17.00	2009-08-02	Common Stock (4533)	4533	Direct
Stock Option (right-to-buy)	$17.81	2010-08-22	Common Stock (3800)	3800	Direct
Stock Option (right-to-buy)	$27.12	2011-07-18	Common Stock (2500)	2500	Direct
Stock Option (right-to-buy)	$24.84	2012-07-17	Common Stock (3000)	3000	Direct
Stock Option (right-to-buy)	$19.15	2013-07-17	Common Stock (9000)	9000	Direct
Stock Option (right-to-buy)	$22.90	2014-07-15	Common Stock (7500)	7500	Direct
Stock Option (right-to-buy)	$24.90	2015-02-16	Common Stock (10000)	10000	Direct
Stock Option (right-to-buy)	$30.95	2015-07-13	Common Stock (12500)	12500	Direct
Stock Option (right-to-buy)	$27.56		Common Stock (2280)	2280	Direct
Stock Option (right-to-buy)	$26.50		Common Stock (1667)	1667	Direct
Stock Option (right-to-buy)	$48.17	2016-02-15	Common Stock (14000)	14000	Direct

Footnotes

F1: The option shares are fully vested and exercisable.

F2: 5,528 option shares are vested and exercisable and the remaining 1,972 shares vest on July 15, 2007.

F3: 3,334 option shares are vested and exercisable and the remaining 6,666 shares vest in two equal annual installments on February 16, 2007 and February 16, 2008.

F4: 4,167 option shares are vested and exercisable and the remaining 8,333 option shares vest as follows: 4,166 shares on July 14, 2007 and 4,167 shares on July 14, 2008.

F5: For purposes of Section 16(a), upon shareholder approval of the required stock compensation plan amendments, extension of the term of the option will result in a deemed cancellation of the old grant and the grant of a replacement option. However, for purposes of Section 409(A) of the Internal Revenue Code of 1986, such extension will not be deemed to involve a cancellation or new grant. The option was originally granted on October 19, 1995 and is fully vested and exercisable.

F6: As a result of certain tax considerations discussed in the Issuer's Form 8-K dated December 14, 2005, the option extensions as disclosed in the original Form 4 report have been partially rescinded so that they continue only until the later of (i) 30 days after the options first become lawfully exercisable after the expiration of the securities trading limitations currently applicable to the Issuer's stock option programs or (ii) in the case of option which expire in 2006 under their terms in effect as originally granted, the later of December 31, 2006 or two and one-half months after the date of their respective original expiration dates.

F7: For purposes of Section 16(a), upon shareholder approval of the required stock compensation plan amendments, extension of the term of the option will result in a deemed cancellation of the old grant and the grant of a replacement option. However, for purposes of Section 409(A) of the Internal Revenue Code of 1986, such extension will not be deemed to involve a cancellation or new grant. The option was originally granted on October 23, 1996 and is fully vested and exercisable.

F8: The option shares vest and become exercisable in three annual installments as follows: 4,667 shares on February 16, 2007; 4,666 shares on February 16, 2008 and 4,667 shares on February 16, 2009.