Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Pajonas Thomas L
   2. Issuer Name and Ticker or Trading Symbol
FLOWSERVE CORP [FLS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Div. Pres-FCD
(Last)
(First)
(Middle)
5215 N. O'CONNOR BLVD., SUITE 2300		 3. Date of Earliest Transaction (Month/Day/Year)
07/15/2005
(Street)

IRVING, TX 75039		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ($1.25 par value per share) 07/15/2005   M   2,334 A $ 30.75 33,805 (1) D  
Common Stock ($1.25 par value per share) 07/15/2005   F   618 D $ 30.75 33,187 (1) D  
Common Stock ($1.25 par value per share)               68 I 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right-to-buy) $ 22.9               (2) 07/15/2014 Common Stock 11,000   11,000 D  
Restricted Common Stock ($1.25 par value per share) $ 30.75 07/15/2005   M     2,334   (4)   (5) Common Stock 4,666 $ 0 (3) 4,666 D  
Restricted Common Stock ($1.25 par value per share) $ 0 (3)               (6)   (5) Common Stock 4,000   4,000 D  
Restricted Common Stock ($1.25 par value per share) $ 0 (3)               (7)   (5) Common Stock 8,000   8,000 D  
Stock Option (right-to-buy) $ 24.9               (8) 02/16/2015 Common Stock 11,000   11,000 D  
Stock Option (right-to-buy) $ 27.97               (9) 04/20/2015 Common Stock 15,000   15,000 D  
Stock Option (right-to-buy) $ 30.95               (10) 07/13/2015 Common Stock 25,000   25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pajonas Thomas L
5215 N. O'CONNOR BLVD.
SUITE 2300
IRVING, TX 75039		       VP, Div. Pres-FCD  

Signatures

 /s/ Tara D. Mackey, by power of attorney   07/18/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 20, 2005 the reporting person filed a Form 4 disclosing on Table II the grant by issuer of 15,000 shares of Restricted Common Stock. As previously reported, theses shares vest in equal annual one-third increments begining on April 20, 2006, April 20, 2007 and April 20, 2008, respectively. None of the shares relating to this grant have vested. The reporting person subsequently began reporting this grant on Table I. Accordingly, this amount reflects the total shares of Restricted Common Stock granted to the reporting person on April 20, 2005.
(2) The option shares vest in three (3) equal annual installments beginning on July 15, 2005, with the remaining thirds vesting on July 15, 2006 and July 15, 2007, respectively.
(3) The shares of Restricted Common Stock shall be valued at the fair market value upon each vesting date. A conversion, exercise or derivative security price is not applicable.
(4) 2,333 shares of Restricted Common Stock vest on July 15, 2006 and the remaining 2,333 shares vest on July 15, 2007.
(5) Vesting of the shares of Restricted Common Stock is contingent upon continued employment with the Issuer. An expiration date is not applicable.
(6) 2,000 shares of Restricted Common Stock vests on May 3, 2006 and the remaining 2,000 shares vest on May 3, 2007.
(7) One-third of the shares of Restricted Common Stock vests on February 16, 2006, with the remaining thirds vesting on February 16, 2007 and February 16, 2008, respectively.
(8) The option shares vest and become exercisable in three (3) equal annual installments commencing on February 16, 2006, February 16, 2007 and February 16, 2008, respectectively.
(9) The option shares vest and become exercisable in three (3) equal annual installments commencing on April 20, 2006, April 20, 2007 and April 20, 2008, respectively.
(10) The option shares vest and become exercisable in three (3) equal annual installments commencing on July 14, 2006, July 14, 2007 and July 14, 2008, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.