FLOWSERVE CORP — Director's Dealing 2006

Jan 31, 2006

SEC Form 4/A — Form 4/A

Issuer: FLOWSERVE CORP (FLS)
CIK: 0000030625
Period of Report: 2005-06-01

Reporting Person: RUSNACK WILLIAM C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-01	Stock option (right-to-buy)	$25.26	D	1393	Disposed	2005-05-16	Common Stock (1393)	Direct
2005-06-01	Stock option (right-to-buy)	$25.65	A	1393	Acquired		Common Stock (1393)	Direct
2005-11-04	Stock option (right-to-buy)	$25.65	D	1393	Disposed	2006-12-31	Common Stock (1393)	Direct
2005-11-04	Stock option (right-to-buy)	$25.65	A	1393	Acquired		Common Stock (1393)	Direct
2005-11-04	Stock option (right-to-buy)	$29.77	D	1393	Disposed	2006-05-14	Common Stock (1393)	Direct
2005-11-04	Stock option (right-to-buy)	$29.77	A	1393	Acquired		Common Stock (1393)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock ($1.25 par value per share)	9113	Indirect
Common Stock ($1.25 par value per share)	5000	Indirect
Common Stock ($1.25 par value per share)	3800	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right-to-buy)	$26.55	2007-06-06	Common Stock (1393)	1393	Direct
Stock option (right-to-buy)	$13.13	2010-04-19	Common Stock (2200)	2200	Direct
Stock option (right-to-buy)	$25.69	2011-04-18	Common Stock (1500)	1500	Direct
Stock option (right-to-buy)	$32.12	2012-04-17	Common Stock (1500)	1500	Direct
Stock option (right-to-buy)	$14.29	2013-04-20	Common Stock (1500)	1500	Direct

Footnotes

F1: Granted to Reporting Person pursuant to the BW/IP Holding, Inc. 1993 Non-Employee Directors' Stock Option Plan. Option was subsequently converted into an option to acquire shares of Issuer's common stock.

F2: For purposes of Section 16(a) under the Securities Exchange Act of 1934, the transaction will be deemed to occur upon shareholder approval of certain stock compensation plan amendments at Issuer's next annual shareholders meeting.

F3: 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 May 16, 1995 and is fully vested and exercisable.

F4: 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.

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 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 May 14, 1996 and is fully vested and exercisable.