content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1999
                                                             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)
  
  --------------------------------------------------------------------------------
  
  
                   CHARLES C. HALL PROFIT SHARING RETIREMENT 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 MAXIMUM   PROPOSED MAXIMUM
            TITLE OF EACH CLASS OF              AMOUNT TO      OFFERING PRICE PER  AGGREGATE OFFERING     AMOUNT OF
          SECURITIES TO BE REGISTERED         BE REGISTERED        SECURITY             PRICE         REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>               <C>                 <C>                <C>
  Common Stock, par value $1.25 per share     675,000 shares           N/A          $13,921,875(3)     $3,870.28
  (1)(2)
  ====================================================================================================================
  </TABLE>
  
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
       "Securities Act"), this Registration Statement also covers an indeterminate
       amount of interests to be offered or sold pursuant to the employee benefit
       plan described herein.
  
  (2)  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.
  
  (3)  Estimated solely for purposes of calculating the registration fee required
       by Section 6(b) of 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 22, 1999 as reported on the New York Stock Exchange, multiplied by
       675,000, 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 year ended
                    December 31, 1998;
  
           (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1999;
  
           (c)      The description of the Registrant's Common Stock contained in
                    the Registration Statement on Form 8-A/A, as amended, filed
                    with the SEC on July 18, 1997 pursuant to Section 12 of the
                    Exchange Act.
  
           (d)      The description of the Registrant's Series A Junior
                    Participating Preferred Stock contained in the Registration
                    Statement on Form 8-A/A, as amended, filed with the SEC on
                    June 1, 1998, pursuant to Section 12 of the Exchange Act.
  
           (e)      The Annual Report on Form 11-K of the Charles C. Hall Profit
                    Sharing Retirement Plan for the year ended December 31, 1997.
  
  
           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.
  
  
                                         1
  <PAGE>   3
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    None.
  
  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
  
  <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            Charles C. Hall Profit Sharing Retirement 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 PricewaterhouseCoopers LLP
  
          23.4            Consent of Siegfried Crandall Vos & Lewis, P.C.
  
          24.1            Powers of Attorney
  </TABLE>
  
                    ----------
  
                    *     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:
  
  
                                         3
  <PAGE>   5
  
                             (i) To include any prospectus required by section
  10(a)(3) of the Securities Act of 1933 (the "Act");
  
                             (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 28th day of June 1999.
  
                                          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 in the
  capacities and on the date indicated.
  
  <TABLE>
  <CAPTION>
  <S>                                           <C>                                          <C>
  /s/BERNARD G. RETHORE                         Chairman of the Board, President and Chief
  ---------------------------                   Executive Officer
        Bernard G. Rethore                      (Principal Executive Officer)                June 28, 1999
  
  
  /s/ RENEE J. HORNBAKER                        Vice President and Chief Financial Officer
  ---------------------------                   (Principal Financial Officer)
        Renee J. Hornbaker                                                                   June 28, 1999
  
  /s/ RICK L. JOHNSON                           Vice President Business Development and
  ---------------------------                   Controller (Principal Accounting Officer)
          Rick L. Johnson                                                                    June 28, 1999
  
  /s/ WILLIAM C. RUSNACK*                       Director, Chairman of Audit/Finance
  ----------------------------                  Committee
        William C. Rusnack                                                                   June 28, 1999
  
  /s/ DIANE C. HARRIS*                          Director, Member of Audit/Finance Committee
  ---------------------------
         Diane C. Harris                                                                     June 28, 1999
  
  /s/ CHARLES M. RAMPACEK*                      Director, Member of Audit/Finance Committee
  ------------------------
      Charles M. Rampacek                                                                    June 28, 1999
  
  /s/ JAMES O. ROLLANS*                         Director, Member of Audit/Finance Committee
  ---------------------------
       James O. Rollans                                                                      June 28, 1999
  
  * By:  /s/ RONALD F. SHUFF
         -------------------
           Ronald F. Shuff
           Attorney-in-fact
  </TABLE>
  
  
                                         5
  <PAGE>   7
  
  Pursuant to the requirements of the Securities Act of 1933, the Plan 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 28th day of June, 1999.
  
  
                              CHARLES C. HALL PROFIT SHARING RETIREMENT PLAN
                                       OF FLOWSHARE FSD CORPORATION
  
  
                                By:  /s/Ronald F. Shuff
                                     ---------------------------------------------
                                     Vice President, Secretary and General Counsel
  
  
                                         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            Charles C. Hall Profit Sharing Retirement 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 PricewaterhouseCoopers LLP
  
          23.4            Consent of Siegfried Crandall Vos & Lewis, P.C.
  
          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": 21395}]
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": "333-81707", "film-number": "99653688"}, "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 28, 1999
                                                             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)
  
  --------------------------------------------------------------------------------
  
                   CHARLES C. HALL PROFIT SHARING RETIREMENT 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 MAXIMUM   PROPOSED MAXIMUM
            TITLE OF EACH CLASS OF              AMOUNT TO      OFFERING PRICE PER  AGGREGATE OFFERING     AMOUNT OF
          SECURITIES TO BE REGISTERED         BE REGISTERED        SECURITY             PRICE         REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $1.25 per share     675,000 shares           N/A          $13,921,875(3)     $3,870.28
  (1)(2)
  ====================================================================================================================
  (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
       "Securities Act"), this Registration Statement also covers an indeterminate
       amount of interests to be offered or sold pursuant to the employee benefit
       plan described herein.
  
  (2)  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.
  
  (3)  Estimated solely for purposes of calculating the registration fee required
       by Section 6(b) of 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 22, 1999 as reported on the New York Stock Exchange, multiplied by
       675,000, 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 year ended
                    December 31, 1998;
  
           (b)      The Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1999;
  
           (c)      The description of the Registrant's Common Stock contained in
                    the Registration Statement on Form 8-A/A, as amended, filed
                    with the SEC on July 18, 1997 pursuant to Section 12 of the
                    Exchange Act.
  
           (d)      The description of the Registrant's Series A Junior
                    Participating Preferred Stock contained in the Registration
                    Statement on Form 8-A/A, as amended, filed with the SEC on
                    June 1, 1998, pursuant to Section 12 of the Exchange Act.
  
           (e)      The Annual Report on Form 11-K of the Charles C. Hall Profit
                    Sharing Retirement Plan for the year ended December 31, 1997.
  
           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.
  
                                         1
  3
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
  
                    None.
  
  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            Charles C. Hall Profit Sharing Retirement 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 PricewaterhouseCoopers LLP
  
          23.4            Consent of Siegfried Crandall Vos & Lewis, P.C.
  
          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:
  
                                         3
  5
  
                             (i) To include any prospectus required by section
  10(a)(3) of the Securities Act of 1933 (the "Act");
  
                             (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 28th day of June 1999.
  
                                          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 in the
  capacities and on the date indicated.
  /s/BERNARD G. RETHORE                         Chairman of the Board, President and Chief
  ---------------------------                   Executive Officer
        Bernard G. Rethore                      (Principal Executive Officer)                June 28, 1999
  
  /s/ RENEE J. HORNBAKER                        Vice President and Chief Financial Officer
  ---------------------------                   (Principal Financial Officer)
        Renee J. Hornbaker                                                                   June 28, 1999
  
  /s/ RICK L. JOHNSON                           Vice President Business Development and
  ---------------------------                   Controller (Principal Accounting Officer)
          Rick L. Johnson                                                                    June 28, 1999
  
  /s/ WILLIAM C. RUSNACK*                       Director, Chairman of Audit/Finance
  ----------------------------                  Committee
        William C. Rusnack                                                                   June 28, 1999
  
  /s/ DIANE C. HARRIS*                          Director, Member of Audit/Finance Committee
  ---------------------------
         Diane C. Harris                                                                     June 28, 1999
  
  /s/ CHARLES M. RAMPACEK*                      Director, Member of Audit/Finance Committee
  ------------------------
      Charles M. Rampacek                                                                    June 28, 1999
  
  /s/ JAMES O. ROLLANS*                         Director, Member of Audit/Finance Committee
  ---------------------------
       James O. Rollans                                                                      June 28, 1999
  
  * By:  /s/ RONALD F. SHUFF
         -------------------
           Ronald F. Shuff
           Attorney-in-fact
  5
  7
  
  Pursuant to the requirements of the Securities Act of 1933, the Plan 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 28th day of June, 1999.
  
                              CHARLES C. HALL PROFIT SHARING RETIREMENT PLAN
                                       OF FLOWSHARE FSD CORPORATION
  
                                By:  /s/Ronald F. Shuff
                                     ---------------------------------------------
                                     Vice President, Secretary and General Counsel
  
                                         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            Charles C. Hall Profit Sharing Retirement 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 PricewaterhouseCoopers LLP
  
          23.4            Consent of Siegfried Crandall Vos & Lewis, P.C.
  
          24.1            Powers of Attorney
  ----------
     *     Incorporated by reference to a document previously filed with the SEC.