1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1999
REGISTRATION NO. 333-57773
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------

POST-EFFECTIVE AMENDMENT NO. 1
ON 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
PUMP AND FOUNDRY DIVISIONS HOURLY EMPLOYEES
SAVINGS AND THRIFT 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)

By means of this Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-57773, filed with the Commission on June 26, 1998, the
registrant hereby deregisters unsold shares of its common stock, par value $1.25
per share, which were registered for the Flowserve Corporation Pump and Foundry
Divisions Hourly Employees Savings and Thrift Plan on Form S-8 Registration
Statement No. 333-57773. This deregistration is being made as required in
conjunction with the merger of the Flowserve Corporation Pump and Foundry
Divisions Hourly Employees Savings and Thrift Plan into the Flowserve
Corporation Retirement Savings Plan.

2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas, on the 22nd day of
December, 1999.

Flowserve Corporation
(Registrant)

By: /s/ Ronald F. Shuff
-----------------------------
Vice President, Secretary and
General Counsel

Pursuant to the requirements of the Securities Act of 1933, this amendment
to 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 and
---------------------------      Chief Executive Officer                   December 22, 1999
Bernard G. Rethore           (Principal Executive Officer)

/s/ C. SCOTT GREER               President, Chief Operating Officer
---------------------------      and Director                              December 22, 1999
C. Scott Greer 

/s/ RENEE J. HORNBAKER           Vice President and Chief Financial 
---------------------------      Officer (Principal Financial Officer)     December 22, 1999
Renee J. Hornbaker                   

/s/ RICK L. JOHNSON              Vice President Business 
---------------------------      Development and Controller 
Rick L. Johnson              (Principal Accounting Officer)            December 22, 1999

/s/ WILLIAM C. RUSNACK*          Director, Chairman of 
---------------------------      Audit/Finance Committee                   December 22, 1999
William C. Rusnack 

/s/ DIANE C. HARRIS*             Director, Member of Audit/Finance 
---------------------------      Committee                                 December 22, 1999
Diane C. Harris                                                                   

/s/ CHARLES M. RAMPACEK*         Director, Member of Audit/Finance 
---------------------------      Committee                                 December 22, 1999
Charles M. Rampacek                                                    

/s/ JAMES O. ROLLANS*            Director, Member of Audit/Finance
--------------------------       Committee                                 December 22, 1999
James O. Rollans                                                       

* By:  /s/ RONALD F. SHUFF
-------------------
Ronald F. Shuff
Attorney-in-fact

2

3

Pursuant to the requirements of the Securities Act of 1933, as amended,
persons who administer the Flowserve Corporation Retirement Savings Plan, the
successor plan to the Flowserve Corporation Pump and Foundry Divisions Hourly
Employees Savings and Thrift Plan, have duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irving, State of Texas on December 22, 1999.

THE PENSION AND INVESTMENT COMMITTEE
OF FLOWSERVE CORPORATION

By: /s/ Ronald F. Shuff
--------------------------------
Committee Member

3