FLOWSERVE CORP — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2006-02-16

Reporting Person: SHUFF RONALD F (VP, Secretary and Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-16	Common Stock ($1.25 par value per share)	F	514	$48.99	Disposed	46772	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	4179	Indirect
Common Stock ($1.25 par value per share)	30123	Indirect
Common Stock ($1.25 par value per share)	2683	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right-to-buy)	$19.15	2013-07-17	Common Stock (9000)	9000	Direct
Stock option (right-to-buy)	$24.84	2012-07-17	Common Stock (9000)	9000	Direct
Stock option (right-to-buy)	$27.12	2011-07-18	Common Stock (9000)	9000	Direct
Stock option (right-to-buy)	$17.81	2010-08-22	Common Stock (7800)	7800	Direct
Stock option (right-to-buy)	$17.00	2009-09-03	Common Stock (5600)	5600	Direct
Stock option (right-to-buy)	$18.50	2008-11-02	Common Stock (8340)	8340	Direct
Stock option (right-to-buy)	$30.00	2007-10-23	Common Stock (9000)	9000	Direct
Stock option (right-to-buy)	$22.90	2014-07-15	Common Stock (8500)	8500	Direct
Stock option (right-to-buy)	$24.90	2015-02-16	Common Stock (8500)	8500	Direct
Stock option (right-to-buy)	$30.95	2015-07-13	Common Stock (6500)	6500	Direct
Stock option (right-to-buy)	$26.50		Common Stock (7000)	7000	Direct
Stock option (right-to-buy)	$27.56		Common Stock (7000)	7000	Direct
Stock option (right-to-buy)	$48.17	2016-02-15	Common Stock (13000)	13000	Direct

Footnotes

F1: Shares in which the undersigned has a beneficial interest under the Issuer's Dividend Reinvestment Plan.

F2: Shares in which the undersigned has a beneficial interest in the Issuer's Deferred Compensation Plan held in issuer's Rabbi Trust.

F3: The options vest and become exercisable in three (3) equal annual installments on July 17, 2004, July 17, 2005 and July 17, 2006, respectively.

F4: The options are fully vested and exercisable.

F5: The option shares vest and become exercisable in three (3) equal annual installments on July 15, 2005, July 15, 2006 and July 15, 2007, respectively.

F6: The option shares vest and become exercisable in three (3) equal annual installments on February 16, 2006, February 16, 2007 and February 16, 2008, respectively.

F7: The option shares vest and become exercisable in three (3) equal annual installments on July 14, 2006, July 14, 2007 and July 14, 2008, respectively.

F8: 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 option and the grant of a replacement option. However, for purposes of section 409A 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.

F9: 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 options 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.

F10: 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 option and the grant of a replacement option. However, for purposes of section 409A 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.

F11: The option shares vest and become exercisable in three (3) equal annual installments commencing on February 16, 2007 and the remaining thirds vest on February 16, 2008 and February 16, 2009, respectively.