Sec Form 4 Filing - GREER C SCOTT @ FLOWSERVE CORP - 2004-07-15

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 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

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1. Name and Address of Reporting Person GREER C SCOTT 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) Chairman, Pres & CEO (Last) (First) (Middle) 5215 N. O'CONNOR BLVD., SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2004 (Street) IRVING, TX75039 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) 128,200 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 07/15/2004 A 54,000 ( 1 ) 07/15/2014 Common Stock 54,000 $ 22.9 54,000 D Restricted Common Stock ($1.25 par value per share) $ 0 ( 2 ) 07/15/2004 A 32,000 ( 3 ) ( 4 ) Common Stock 32,000 $ 0 ( 2 ) 32,000 D Stock Option (right-to-buy) $ 19.15 ( 5 ) 07/17/2013 Common Stock 55,000 55,000 D Stock Option (right-to-buy) $ 24.84 ( 6 ) 07/17/2012 Common Stock 55,000 55,000 D Stock Option (right-to-buy) $ 18.56 ( 7 ) 07/01/2009 Common Stock 700,000 700,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREER C SCOTT 5215 N. O'CONNOR BLVD., SUITE 2300 IRVING, TX75039 Chairman, Pres & CEO Signatures /s/ Ronald F. Shuff, by power of attorney 07/19/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Option shares vest in three (3) equal annual installments beginning on July 15, 2005 and then on July 15, 2006 and July 15, 2007, respectively. ( 2 )The shares of Restricted Common Stock shall be valued at the fair market value upon each vesting date. A conversion or exercise price is not applicable. ( 3 )One-third of the shares of Restricted Common Stock vests on July 15, 2005, with the remaining thirds vesting on July 15, 2006 and July 15, 2007, respectively. ( 4 )Vesting of the shares of Restricted Common Stock is contingent upon continued employment with the Issuer. An expiration date is not applicable. ( 5 )18,334 option shares vested on July 17, 2004, another 18,333 option shares vest on July 17, 2005 and the remaining 18,333 option shares vest on July 17, 2006. ( 6 )18,334 option shares vested on July 17, 2003, another 18,333 option shares vested on July 17, 2004 and the remaining 18,333 option shares vest on July 17, 2005. ( 7 )All option shares are fully vested and exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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