content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
                                                         REGISTRATION NO. 333-
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                               ----------------------
  
                                FLOWSERVE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                NEW YORK                                   31-0267900
     (State or other jurisdiction             (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
  --------------------------------------------------------------------------------
                        222 LAS COLINAS BOULEVARD, SUITE 1500
                                 IRVING, TEXAS 75039
                      (Address of Principal Executive Offices)
  
  --------------------------------------------------------------------------------
                             THE DURIRON COMPANY, INC.,
                     PUMP AND FOUNDRY DIVISIONS HOURLY EMPLOYEES
                               SAVINGS AND THRIFT PLAN
  
  --------------------------------------------------------------------------------
  
                                RONALD F. SHUFF, ESQ.
                   VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                FLOWSERVE CORPORATION
                        222 LAS COLINAS BOULEVARD, SUITE 1500
                                 IRVING, TEXAS 75039
                                   (972) 443-6500
   (Name, address and telephone number, including area code, of agent for service)
  
  
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
  
  ====================================================================================================================
                                                                      Proposed         Proposed
           TITLE OF EACH CLASS OF                   Amount to          maximum          maximum          Amount of
         SECURITIES TO BE REGISTERED              be registered     offering price     aggregate      registration fee
                                                                          per           offering          
                                                                       security          price
  --------------------------------------------------------------------------------------------------------------------
  <S>                                             <C>             <C>                  <C>            <C>
  Common Stock, par value $1.25 per share(1)....  50,000 shares           N/A           $ 1,284,375(2)         $378.89
  ====================================================================================================================
  </TABLE>
  
  (1)  This Registration Statement also covers the associated preferred stock
       purchase rights (the "Rights") issued pursuant to a Rights Agreement dated
       as of August 1, 1986, and amended as of August 1, 1996 and as of June 1,
       1998, between the Registrant and National City Bank, as Rights Agent. Prior
       to the occurrence of certain events, the Rights will not be exercisable or
       evidenced separately from the Registrant's Common Stock.
  
  (2)  Estimated solely for purposes of calculating the registration fee required
       by Section 6(b) of the Securities Act of 1933 (the "Securities Act"), the
       proposed maximum aggregate offering price of the Registrant's Common Stock
       was calculated in accordance with Rule 457(c) and (h) under the Securities
       Act as the average of the high and low prices per share of the Registrant's
       Common Stock on June 23, 1998 as reported on the New York Stock Exchange,
       multiplied by 50,000, the number of shares of the Registrant's Common Stock
       to be offered or sold pursuant to the employee benefit plan described
       herein.
  
  
  ================================================================================
  
  
  
  <PAGE>   2
  
  
  
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           Flowserve Corporation (the "Registrant") hereby incorporates by
  reference into this Registration Statement on Form S-8 (the "Registration
  Statement") the following documents previously filed with the Securities and
  Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"):
  
           (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1997;
  
           (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1998;
  
           (c)   The description of the Registrant's Common Stock contained in the
                 Registration Statement filed pursuant to Section 12 of the
                 Exchange Act, including any amendment or report filed for the
                 purpose of updating such description.
  
  
           All documents subsequently filed by the Registrant pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference into this Registration Statement and to be a part
  hereof from the date of filing of such documents. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any subsequently filed
  document which also is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
                 Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                 None.
  
  
                                          1
  
  
  
  <PAGE>   3
  
  
  
  
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Business Corporation Law of the State of New York ("BCL") provides
  that if a derivative action is brought against a director or officer, the
  Registrant may indemnify him or her against amounts paid in settlement and
  reasonable expenses, including attorneys' fees incurred by him or her in
  connection with the defense or settlement of such action, if such director or
  officer acted on good faith for a purpose which he or she reasonably believed to
  be in the best interests of the Registrant, except that no indemnification shall
  be made without court approval in respect of a threatened action, or a pending
  action settled or otherwise disposed of, or in respect of any matter as to which
  such director or officer has been found liable to the Registrant. In a
  nonderivative action or threatened action, the BCL provides that the Registrant
  may indemnify a director or officer against judgments, fines, amounts paid in
  settlement and reasonable expenses, including attorneys' fees incurred by him or
  her in defending such action if such director or officer acted in good faith for
  a purpose which he or she reasonably believed to be in the best interests of the
  Registrant.
  
           Under the BCL, a director or officer who is successful, either in a
  derivative or nonderivative action, is entitled to indemnification as outlined
  above. Under any other circumstances, such director or officer may be
  indemnified only if certain conditions specified in the BCL are met. The
  indemnification provisions of the BCL are not exclusive of any other rights to
  which a director or officer seeking indemnification may be entitled pursuant to
  the provisions of the certificate of incorporation or the by-laws of a
  corporation or, when authorized by such certificate of incorporation or by-laws,
  pursuant to a shareholders' resolution, a directors' resolution or an agreement
  providing for such indemnification.
  
           The above is a general summary of certain indemnity provisions of the
  BCL and is subject, in all cases, to the specific and detailed provisions of
  Sections 721-725 of the BCL.
  
           Article IX, Section 1 of the Registrant's By-laws provide that the
  Registrant shall indemnify any present or future director or officer from and
  against any and all liabilities and expenses to the maximum extent permitted by
  the BCL as the same presently exists or to the greater extent permitted by any
  amendment hereafter adopted.
  
           Section 726 of the BCL also contains provisions authorizing the
  Registrant to obtain insurance on behalf of any such director and officer
  against liabilities, whether or not the Registrant would have the power to
  indemnify against such liabilities. As permitted by law, the Registrant
  maintains and pays premiums for directors' and officers' liability insurance
  policies.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
  
  
                                          2
  
  
  
  <PAGE>   4
  
  
  
  
  
  
  ITEM 8.  EXHIBITS
  
  
         EXHIBIT
          NUMBER                         DESCRIPTION
  
           4.1      Restated Certificate of Incorporation of the Registrant, as
                    amended (filed as Exhibit 3.1 to the Registration Statement on
                    Form S-4 as filed on June 19, 1997 (the "Form S-4")).*
  
           4.2      By-Laws of the Registrant, as amended (filed as Exhibit 3.2 to
                    the Form S-4).*
  
           4.3      Rights Agreement dated as of August 1, 1986 between the
                    Registrant and BankOne, N.A., as Rights Agent (filed as
                    Exhibit 1 to the Registrant's Form 8-A dated August 13,
                    1986).*
  
           4.4      Amendment dated as of August 1, 1996 to the Rights Agreement
                    dated as of August 13, 1986 (filed as Exhibit 4.5 to the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1996).*
  
           4.5      Amendment No. 2 dated as of June 1, 1998, to the Rights
                    Agreement dated as of August 13, 1986, and amended as of
                    August 1, 1996 (filed as Exhibit 1 to the Registrant's Form
                    8-A/A dated June 11, 1998).*
  
           4.6      The Duriron Company, Inc., Pump and Foundry Divisions Hourly
                    Employees Savings and Thrift Plan.
  
           5.1      Opinion of Ronald F. Shuff.
  
          23.1      Consent of Ronald F. Shuff (included in Exhibit 5.1).
  
          23.2      Consent of Ernst & Young LLP
  
          23.3      Consent of Price Waterhouse LLP
  
          24.1      Powers of Attorney
  
  
                    ----------------------
  
                        *   Incorporated by reference to a document previously
                            filed with the SEC.
  
  ITEM 9.  UNDERTAKINGS
  
            (a)  Rule 415 offering. The undersigned Registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                        (i) To include any prospectus required by section 10(a)(3)
  of the Securities Act of 1933 (the "Act");
  
  
  
  
                                         3
  
  
  <PAGE>   5
  
  
                        (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement;
  
                        (iii) To include any material information with respect to
  the plan of distribution not previously disclosed in the Registration Statement
  or any material change to such information in the Registration Statement.
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
  section do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed with or furnished to the Commission by the Registrant pursuant to section
  13 or section 15(d) of the Exchange Act that are incorporated by reference in
  the Registration Statement.
  
                 (2) That, for the purpose of determining any liability under the
  Act, each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
                 (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)   Subsequent Exchange Act Documents. That, for purposes of
  determining any liability under the Act, each filing of the Registrant's annual
  report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
  in the Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)   Indemnification. Insofar as indemnification for liabilities 
  arising under the Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
  
  
  
  
                                         4
  
  
  
  <PAGE>   6
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing this Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on the 25th day of June 1998.
  
                                         Flowserve Corporation
                                         (Registrant)
  
  
                                         By: /s/ Ronald F. Shuff
                                             -------------------------------------
                                             Ronald F. Shuff
                                             Vice President, Secretary and General
                                             Counsel
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons on June
  10, 1998 in the capacities and on the date indicated.
  
  /s/BERNARD G. RETHORE*
  --------------------------------
           Bernard G. Rethore        Chairman of the Board         June 25, 1998
  
  /s/ WILLIAM M. JORDAN*
  --------------------------------
           William M. Jordan         Director                      June 25, 1998
  
  
  --------------------------------
           Hugh K. Coble             Director                      June 25, 1998
  
  /s/ DIANE C. HARRIS*
  --------------------------------
           Diane C. Harris           Director                      June 25, 1998
  
  /s/ GEORGE T. HAYMAKER*
  --------------------------------
           George T. Haymaker        Director                      June 25, 1998
  
  
  --------------------------------
           Michael F. Johnston       Director                      June 25, 1998
  
  /s/ CHARLES M. RAMPACEK*
  --------------------------------
           Charles M. Rampacek       Director                      June 25, 1998
  
  
  --------------------------------
           James O. Rollans          Director                      June 25, 1998
  
  /s/ WILLIAM C. RUSNACK*
  --------------------------------
           William C. Rusnack        Director                      June 25, 1998
  
  
  
  
                                         5
  
  
  
  <PAGE>   7
  
  
  
  /s/ KEVIN E. SHEEHAN*
  --------------------------------
           Kevin E. Sheehan          Director                      June 25, 1998
  
  
  --------------------------------
           R. Elton White            Director                      June 25, 1998
  
  * By:  /s/ RONALD F. SHUFF
  --------------------------------
           Ronald F. Shuff
           Attorney-in-fact
  
  
  
                                         6
  
  
  
  <PAGE>   8
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  
  
         EXHIBIT
          NUMBER                         DESCRIPTION
         -------                         -----------
  <S>               <C>
           4.1      Restated Certificate of Incorporation of the Registrant, as
                    amended (filed as Exhibit 3.1 to the Registration Statement on
                    Form S-4 as filed on June 19, 1997 (the "Form S-4")).*
  
           4.2      By-Laws of the Registrant, as amended (filed as Exhibit 3.2 to
                    the Form S-4).*
  
           4.3      Rights Agreement dated as of August 1, 1986 between the
                    Registrant and BankOne, N.A., as Rights Agent (filed as
                    Exhibit 1 to the Registrant's Form 8-A dated August 13,
                    1986).*
  
           4.4      Amendment dated as of August 1, 1996 to the Rights Agreement
                    dated as of August 13, 1986 (filed as Exhibit 4.5 to the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1996).*
  
           4.5      Amendment No. 2 dated as of June 1, 1998, to the Rights
                    Agreement dated as of August 13, 1986, and amended as of
                    August 1, 1996 (filed as Exhibit 1 to the Registrant's Form
                    8-A/A dated June 11, 1998).*
  
           4.6      The Duriron Company, Inc., Pump and Foundry Divisions Hourly
                    Employees Savings and Thrift Plan.
  
           5.1      Opinion of Ronald F. Shuff.
  
          23.1      Consent of Ronald F. Shuff (included in Exhibit 5.1).
  
          23.2      Consent of Ernst & Young LLP
  
          23.3      Consent of Price Waterhouse LLP
  
          24.1      Powers of Attorney
  </TABLE>
  
  ----------------------
  
  *   Incorporated by reference to a document previously
      filed with the SEC.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19721}]
metadata_filer: {"company-data": {"conformed-name": "FLOWSERVE CORP", "cik": "0000030625", "assigned-sic": "3561", "irs-number": "310267900", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57773", "film-number": "98654669"}, "business-address": {"street1": "3100 RESEARCH BLVD", "city": "DAYTON", "state": "OH", "zip": "45420", "phone": "5134766100"}, "mail-address": {"street1": "3100 RESEARCH BLVD", "city": "DAYTON", "state": "OH", "zip": "45420"}, "former-company": [{"former-conformed-name": "DURCO INTERNATIONAL INC", "date-changed": "19970508"}, {"former-conformed-name": "DURIRON CO INC", "date-changed": "19920703"}, {"former-conformed-name": "THE DURIRON CO INC", "date-changed": "19900509"}]}
text: 1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998
                                                         REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                                FLOWSERVE CORPORATION
               (Exact name of registrant as specified in its charter)
  
                NEW YORK                                   31-0267900
     (State or other jurisdiction             (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
  --------------------------------------------------------------------------------
                        222 LAS COLINAS BOULEVARD, SUITE 1500
                                 IRVING, TEXAS 75039
                      (Address of Principal Executive Offices)
  
  --------------------------------------------------------------------------------
                             THE DURIRON COMPANY, INC.,
                     PUMP AND FOUNDRY DIVISIONS HOURLY EMPLOYEES
                               SAVINGS AND THRIFT PLAN
  
  --------------------------------------------------------------------------------
  
                                RONALD F. SHUFF, ESQ.
                   VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                FLOWSERVE CORPORATION
                        222 LAS COLINAS BOULEVARD, SUITE 1500
                                 IRVING, TEXAS 75039
                                   (972) 443-6500
   (Name, address and telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                                                      Proposed         Proposed
           TITLE OF EACH CLASS OF                   Amount to          maximum          maximum          Amount of
         SECURITIES TO BE REGISTERED              be registered     offering price     aggregate      registration fee
                                                                          per           offering          
                                                                       security          price
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $1.25 per share(1)....  50,000 shares           N/A           $ 1,284,375(2)         $378.89
  ====================================================================================================================
  (1)  This Registration Statement also covers the associated preferred stock
       purchase rights (the "Rights") issued pursuant to a Rights Agreement dated
       as of August 1, 1986, and amended as of August 1, 1996 and as of June 1,
       1998, between the Registrant and National City Bank, as Rights Agent. Prior
       to the occurrence of certain events, the Rights will not be exercisable or
       evidenced separately from the Registrant's Common Stock.
  
  (2)  Estimated solely for purposes of calculating the registration fee required
       by Section 6(b) of the Securities Act of 1933 (the "Securities Act"), the
       proposed maximum aggregate offering price of the Registrant's Common Stock
       was calculated in accordance with Rule 457(c) and (h) under the Securities
       Act as the average of the high and low prices per share of the Registrant's
       Common Stock on June 23, 1998 as reported on the New York Stock Exchange,
       multiplied by 50,000, the number of shares of the Registrant's Common Stock
       to be offered or sold pursuant to the employee benefit plan described
       herein.
  
  ================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           Flowserve Corporation (the "Registrant") hereby incorporates by
  reference into this Registration Statement on Form S-8 (the "Registration
  Statement") the following documents previously filed with the Securities and
  Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"):
  
           (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1997;
  
           (b)   The Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1998;
  
           (c)   The description of the Registrant's Common Stock contained in the
                 Registration Statement filed pursuant to Section 12 of the
                 Exchange Act, including any amendment or report filed for the
                 purpose of updating such description.
  
           All documents subsequently filed by the Registrant pursuant to Section
  13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference into this Registration Statement and to be a part
  hereof from the date of filing of such documents. Any statement contained in a
  document incorporated or deemed to be incorporated by reference herein shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any subsequently filed
  document which also is deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any such statement so modified or superseded shall
  not be deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
                 Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                 None.
  
                                          1
  3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Business Corporation Law of the State of New York ("BCL") provides
  that if a derivative action is brought against a director or officer, the
  Registrant may indemnify him or her against amounts paid in settlement and
  reasonable expenses, including attorneys' fees incurred by him or her in
  connection with the defense or settlement of such action, if such director or
  officer acted on good faith for a purpose which he or she reasonably believed to
  be in the best interests of the Registrant, except that no indemnification shall
  be made without court approval in respect of a threatened action, or a pending
  action settled or otherwise disposed of, or in respect of any matter as to which
  such director or officer has been found liable to the Registrant. In a
  nonderivative action or threatened action, the BCL provides that the Registrant
  may indemnify a director or officer against judgments, fines, amounts paid in
  settlement and reasonable expenses, including attorneys' fees incurred by him or
  her in defending such action if such director or officer acted in good faith for
  a purpose which he or she reasonably believed to be in the best interests of the
  Registrant.
  
           Under the BCL, a director or officer who is successful, either in a
  derivative or nonderivative action, is entitled to indemnification as outlined
  above. Under any other circumstances, such director or officer may be
  indemnified only if certain conditions specified in the BCL are met. The
  indemnification provisions of the BCL are not exclusive of any other rights to
  which a director or officer seeking indemnification may be entitled pursuant to
  the provisions of the certificate of incorporation or the by-laws of a
  corporation or, when authorized by such certificate of incorporation or by-laws,
  pursuant to a shareholders' resolution, a directors' resolution or an agreement
  providing for such indemnification.
  
           The above is a general summary of certain indemnity provisions of the
  BCL and is subject, in all cases, to the specific and detailed provisions of
  Sections 721-725 of the BCL.
  
           Article IX, Section 1 of the Registrant's By-laws provide that the
  Registrant shall indemnify any present or future director or officer from and
  against any and all liabilities and expenses to the maximum extent permitted by
  the BCL as the same presently exists or to the greater extent permitted by any
  amendment hereafter adopted.
  
           Section 726 of the BCL also contains provisions authorizing the
  Registrant to obtain insurance on behalf of any such director and officer
  against liabilities, whether or not the Registrant would have the power to
  indemnify against such liabilities. As permitted by law, the Registrant
  maintains and pays premiums for directors' and officers' liability insurance
  policies.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
                                          2
  4
  
  ITEM 8.  EXHIBITS
  
         EXHIBIT
          NUMBER                         DESCRIPTION
  
           4.1      Restated Certificate of Incorporation of the Registrant, as
                    amended (filed as Exhibit 3.1 to the Registration Statement on
                    Form S-4 as filed on June 19, 1997 (the "Form S-4")).*
  
           4.2      By-Laws of the Registrant, as amended (filed as Exhibit 3.2 to
                    the Form S-4).*
  
           4.3      Rights Agreement dated as of August 1, 1986 between the
                    Registrant and BankOne, N.A., as Rights Agent (filed as
                    Exhibit 1 to the Registrant's Form 8-A dated August 13,
                    1986).*
  
           4.4      Amendment dated as of August 1, 1996 to the Rights Agreement
                    dated as of August 13, 1986 (filed as Exhibit 4.5 to the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1996).*
  
           4.5      Amendment No. 2 dated as of June 1, 1998, to the Rights
                    Agreement dated as of August 13, 1986, and amended as of
                    August 1, 1996 (filed as Exhibit 1 to the Registrant's Form
                    8-A/A dated June 11, 1998).*
  
           4.6      The Duriron Company, Inc., Pump and Foundry Divisions Hourly
                    Employees Savings and Thrift Plan.
  
           5.1      Opinion of Ronald F. Shuff.
  
          23.1      Consent of Ronald F. Shuff (included in Exhibit 5.1).
  
          23.2      Consent of Ernst & Young LLP
  
          23.3      Consent of Price Waterhouse LLP
  
          24.1      Powers of Attorney
  
                    ----------------------
  
                        *   Incorporated by reference to a document previously
                            filed with the SEC.
  
  ITEM 9.  UNDERTAKINGS
  
            (a)  Rule 415 offering. The undersigned Registrant hereby undertakes:
  
                 (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:
  
                        (i) To include any prospectus required by section 10(a)(3)
  of the Securities Act of 1933 (the "Act");
  
                                         3
  5
  
                        (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement;
  
                        (iii) To include any material information with respect to
  the plan of distribution not previously disclosed in the Registration Statement
  or any material change to such information in the Registration Statement.
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
  section do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed with or furnished to the Commission by the Registrant pursuant to section
  13 or section 15(d) of the Exchange Act that are incorporated by reference in
  the Registration Statement.
  
                 (2) That, for the purpose of determining any liability under the
  Act, each such post-effective amendment shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
                 (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b)   Subsequent Exchange Act Documents. That, for purposes of
  determining any liability under the Act, each filing of the Registrant's annual
  report pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
  where applicable, each filing of an employee benefit plan's annual report
  pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
  in the Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)   Indemnification. Insofar as indemnification for liabilities 
  arising under the Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Act and is,
  therefore, unenforceable. In the event that a claim for indemnification against
  such liabilities (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the Registrant in the
  successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                         4
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing this Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on the 25th day of June 1998.
  
                                         Flowserve Corporation
                                         (Registrant)
  
                                         By: /s/ Ronald F. Shuff
                                             -------------------------------------
                                             Ronald F. Shuff
                                             Vice President, Secretary and General
                                             Counsel
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons on June
  10, 1998 in the capacities and on the date indicated.
  
  /s/BERNARD G. RETHORE*
  --------------------------------
           Bernard G. Rethore        Chairman of the Board         June 25, 1998
  
  /s/ WILLIAM M. JORDAN*
  --------------------------------
           William M. Jordan         Director                      June 25, 1998
  
  --------------------------------
           Hugh K. Coble             Director                      June 25, 1998
  
  /s/ DIANE C. HARRIS*
  --------------------------------
           Diane C. Harris           Director                      June 25, 1998
  
  /s/ GEORGE T. HAYMAKER*
  --------------------------------
           George T. Haymaker        Director                      June 25, 1998
  
  --------------------------------
           Michael F. Johnston       Director                      June 25, 1998
  
  /s/ CHARLES M. RAMPACEK*
  --------------------------------
           Charles M. Rampacek       Director                      June 25, 1998
  
  --------------------------------
           James O. Rollans          Director                      June 25, 1998
  
  /s/ WILLIAM C. RUSNACK*
  --------------------------------
           William C. Rusnack        Director                      June 25, 1998
  
                                         5
  7
  
  /s/ KEVIN E. SHEEHAN*
  --------------------------------
           Kevin E. Sheehan          Director                      June 25, 1998
  
  --------------------------------
           R. Elton White            Director                      June 25, 1998
  
  * By:  /s/ RONALD F. SHUFF
  --------------------------------
           Ronald F. Shuff
           Attorney-in-fact
  
                                         6
  8
  
                                    EXHIBIT INDEX
  EXHIBIT
          NUMBER                         DESCRIPTION
         -------                         -----------
  4.1      Restated Certificate of Incorporation of the Registrant, as
                    amended (filed as Exhibit 3.1 to the Registration Statement on
                    Form S-4 as filed on June 19, 1997 (the "Form S-4")).*
  
           4.2      By-Laws of the Registrant, as amended (filed as Exhibit 3.2 to
                    the Form S-4).*
  
           4.3      Rights Agreement dated as of August 1, 1986 between the
                    Registrant and BankOne, N.A., as Rights Agent (filed as
                    Exhibit 1 to the Registrant's Form 8-A dated August 13,
                    1986).*
  
           4.4      Amendment dated as of August 1, 1996 to the Rights Agreement
                    dated as of August 13, 1986 (filed as Exhibit 4.5 to the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1996).*
  
           4.5      Amendment No. 2 dated as of June 1, 1998, to the Rights
                    Agreement dated as of August 13, 1986, and amended as of
                    August 1, 1996 (filed as Exhibit 1 to the Registrant's Form
                    8-A/A dated June 11, 1998).*
  
           4.6      The Duriron Company, Inc., Pump and Foundry Divisions Hourly
                    Employees Savings and Thrift Plan.
  
           5.1      Opinion of Ronald F. Shuff.
  
          23.1      Consent of Ronald F. Shuff (included in Exhibit 5.1).
  
          23.2      Consent of Ernst & Young LLP
  
          23.3      Consent of Price Waterhouse LLP
  
          24.1      Powers of Attorney
  ----------------------
  
  *   Incorporated by reference to a document previously
      filed with the SEC.