content: <PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 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)
  
  --------------------------------------------------------------------------------
  
                    FLOWSERVE CORPORATION RETIREMENT SAVINGS PLAN
                                (Full title of 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
            TITLE OF EACH CLASS OF                 AMOUNT TO        PROPOSED MAXIMUM       AGGREGATE          AMOUNT OF
        SECURITIES TO BE REGISTERED (1)          BE REGISTERED       OFFERING PRICE    OFFERING PRICE(2)  REGISTRATION FEE
                                                     (1)              PER SHARE
  ------------------------------------------------------------------------------------------------------------------------------
  <S>                                           <C>                 <C>               <C>                 <C>
  Common Stock, par value $1.25 per share (3)   2,000,000 shares       $18.6875          $37,375,000       $10,390.25
  ==============================================================================================================================
  </TABLE>
  
  (1)   This registration statement serves to register additional shares of
        Flowserve Corporation Common Stock to be offered or sold under the
        Flowserve Corporation Retirement Savings Plan (formerly named the
        Flowserve Corporation Savings and Thrift Plan). 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.
        Securities relating to such plan were previously registered with the
        Commission under Registration No. 33-72372.
  
  (2)   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 under the Securities Act as the average of the
        high and low prices per share of the Registrant's Common Stock on June 30,
        1999 as reported on the New York Stock Exchange, multiplied by 2,000,000,
        the number of shares of the Registrant's Common Stock to be offered or
        sold pursuant to the employee benefit plan described herein.
  
  (3)   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.
  
  
  ================================================================================
  
  <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 Flowserve Corporation
                Savings and Thrift Plan for the year ended December 31, 1998.
  
           All documents subsequently filed by the Registrant or by the Flowserve
  Corporation Retirement Savings Plan 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 provides 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. Article IX, Section 2 of the Registrant's By-laws
  authorizes the Registrant to enter into indemnification agreements with
  directors and officers. The Registrant has entered into indemnification
  agreements with all persons currently serving as directors and officers.
  
           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.
  
  
                                          2
  
  <PAGE>   4
  
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
  ITEM 8. EXHIBITS
  
           See Exhibit Index at page 7. The Registrant hereby undertakes that it
  will submit or has submitted the Plan and any amendment thereto to the Internal
  Revenue Service (IRS) in a timely manner and has made or will make all changes
  required by the IRS in order to qualify the Plan. The Plan has received a
  determination letter from the IRS, dated December 26, 1995, stating that the
  Plan is qualified under Section 401(a) of the Internal Revenue Code.
  
  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");
  
                   (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
  
  
                                         3
  
  <PAGE>   5
  
  
  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 30th 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
           Bernard G. Rethore                   Executive Officer                                 June 30, 1999
                                                (Principal Executive Officer)
  
  /s/ RENEE J. HORNBAKER
  ----------------------------------------      Vice President and Chief Financial Officer
           Renee J. Hornbaker                   (Principal Financial Officer)                     June 30, 1999
  
  /s/ RICK L. JOHNSON
  ----------------------------------------      Vice President Business
           Rick L. Johnson                      Development and Contoller                         June 30, 1999
                                                (Principal Accounting Officer)
  
  /s/ WILLIAM C. RUSNACK*
  ----------------------------------------      Director, Chairman of
           William C. Rusnack                   Audit/Finance Committee                           June 30, 1999
  
  /s/ DIANE C. HARRIS*
  ----------------------------------------      Director, Member of Audit/Finance
           Diane C. Harris                      Committee                                         June 30, 1999
  
  /s/ CHARLES M. RAMPACEK*
  ----------------------------------------      Director, Member of Audit/Finance
           Charles M. Rampacek                  Committee                                         June 30, 1999
  
  /s/ JAMES O. ROLLANS*
  ----------------------------------------      Director, Member of Audit/Finance
           James O. Rollans                     Committee                                         June 30, 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 30th day of June, 1999.
  
  
  
                             THE PENSION AND INVESTMENT COMMITTEE
                             FLOWSERVE CORPORATION RETIREMENT SAVINGS PLAN
  
  
                             By:  /s/ Ronald F. Shuff
                                -------------------------------------
                                Committee Member
  
  
                                          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).*
  
   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
  
  24.1               Powers of Attorney
  </TABLE>
  
  ----------------------
  *   Incorporated by reference to a document previously filed with the SEC.
  
  
  
                                         7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20306}]
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": "333-82081", "film-number": "99657927"}, "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 JULY 1, 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)
  
  --------------------------------------------------------------------------------
  
                    FLOWSERVE CORPORATION RETIREMENT SAVINGS PLAN
                                (Full title of 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
            TITLE OF EACH CLASS OF                 AMOUNT TO        PROPOSED MAXIMUM       AGGREGATE          AMOUNT OF
        SECURITIES TO BE REGISTERED (1)          BE REGISTERED       OFFERING PRICE    OFFERING PRICE(2)  REGISTRATION FEE
                                                     (1)              PER SHARE
  ------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $1.25 per share (3)   2,000,000 shares       $18.6875          $37,375,000       $10,390.25
  ==============================================================================================================================
  (1)   This registration statement serves to register additional shares of
        Flowserve Corporation Common Stock to be offered or sold under the
        Flowserve Corporation Retirement Savings Plan (formerly named the
        Flowserve Corporation Savings and Thrift Plan). 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.
        Securities relating to such plan were previously registered with the
        Commission under Registration No. 33-72372.
  
  (2)   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 under the Securities Act as the average of the
        high and low prices per share of the Registrant's Common Stock on June 30,
        1999 as reported on the New York Stock Exchange, multiplied by 2,000,000,
        the number of shares of the Registrant's Common Stock to be offered or
        sold pursuant to the employee benefit plan described herein.
  
  (3)   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
  
  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 Flowserve Corporation
                Savings and Thrift Plan for the year ended December 31, 1998.
  
           All documents subsequently filed by the Registrant or by the Flowserve
  Corporation Retirement Savings Plan 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 provides 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. Article IX, Section 2 of the Registrant's By-laws
  authorizes the Registrant to enter into indemnification agreements with
  directors and officers. The Registrant has entered into indemnification
  agreements with all persons currently serving as directors and officers.
  
           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.
  
                                          2
  4
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
  
                    Not applicable.
  
  ITEM 8. EXHIBITS
  
           See Exhibit Index at page 7. The Registrant hereby undertakes that it
  will submit or has submitted the Plan and any amendment thereto to the Internal
  Revenue Service (IRS) in a timely manner and has made or will make all changes
  required by the IRS in order to qualify the Plan. The Plan has received a
  determination letter from the IRS, dated December 26, 1995, stating that the
  Plan is qualified under Section 401(a) of the Internal Revenue Code.
  
  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");
  
                   (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
  
                                         3
  5
  
  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 30th 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
           Bernard G. Rethore                   Executive Officer                                 June 30, 1999
                                                (Principal Executive Officer)
  
  /s/ RENEE J. HORNBAKER
  ----------------------------------------      Vice President and Chief Financial Officer
           Renee J. Hornbaker                   (Principal Financial Officer)                     June 30, 1999
  
  /s/ RICK L. JOHNSON
  ----------------------------------------      Vice President Business
           Rick L. Johnson                      Development and Contoller                         June 30, 1999
                                                (Principal Accounting Officer)
  
  /s/ WILLIAM C. RUSNACK*
  ----------------------------------------      Director, Chairman of
           William C. Rusnack                   Audit/Finance Committee                           June 30, 1999
  
  /s/ DIANE C. HARRIS*
  ----------------------------------------      Director, Member of Audit/Finance
           Diane C. Harris                      Committee                                         June 30, 1999
  
  /s/ CHARLES M. RAMPACEK*
  ----------------------------------------      Director, Member of Audit/Finance
           Charles M. Rampacek                  Committee                                         June 30, 1999
  
  /s/ JAMES O. ROLLANS*
  ----------------------------------------      Director, Member of Audit/Finance
           James O. Rollans                     Committee                                         June 30, 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 30th day of June, 1999.
  
                             THE PENSION AND INVESTMENT COMMITTEE
                             FLOWSERVE CORPORATION RETIREMENT SAVINGS PLAN
  
                             By:  /s/ Ronald F. Shuff
                                -------------------------------------
                                Committee Member
  
                                          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).*
  
   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
  
  24.1               Powers of Attorney
  ----------------------
  *   Incorporated by reference to a document previously filed with the SEC.
  
                                         7