FLOWSERVE CORP — Director's Dealing 2006

Feb 18, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2006-02-15

Reporting Person: BEALL ANDREW J (VP, Division President-FSD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-15	Common Stock ($1.25 par value per share)	A	8500	$48.17	Acquired	29845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-15	Stock option (right-to-buy)	$48.17	A	14000	Disposed	2006-02-15	Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	10479	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right-to-buy)	$30	2007-10-23	Common Stock (4000)	4000	Direct
Stock option (right-to-buy)	$18.5	2008-11-02	Common Stock (2300)	2300	Direct
Stock option (right-to-buy)	$17	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)	$22.9	2014-07-15	Common Stock (7500)	7500	Direct
Stock option (right-to-buy)	$24.9	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)	$26.5		Common Stock (1667)	1667	Direct

Footnotes

F1: The 8,500 shares of restricted common stock were issued under the Flowserve Corporation 2004 Stock Compensation Plan. One-third of the shares of retricted common stock vests on February 16, 2007 and the remaining thirds vest on February 16, 2008 and February 16, 2009, respectively.

F2: All of the option shares are fully vested and exercisable.

F3: 6,000 shares are fully vested and exercisable, the remaining 3000 shares vest on July 17, 2006.

F4: 5,528 option shares are fully vested and exercisable and the remaining 1,972 option shares vest on July 15, 2007.

F5: The option shares vest and become exercisable in three (3) equal annual installments commencing on February 16, 2006, February 16, 2007 and February 16, 2008.

F6: The option shares vest and become exercisable in three (3) equal annual installments commencing on July 14, 2006, July 14, 2007 and July 14, 2008.

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 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.

F8: 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 becomes 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.

F9: 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.

F10: 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.