United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _)*

Name of Issuer - Flowserve Corp.

Title or Class of Securities - Common Stock

CUSIP Number - 35354P105

Check the following box if a fee is being paid with this
statement [  ].

Cusip No. 35354P105

Page 2 of 6 Pages

1.   Name of  Reporting  Person  (S.S.  or  I.R.S.  Identification  No. of above
person)

American Century Investment Management, Inc. - 44-0640487

2.   Check the appropriate box if a member of a group* - N/A

3.   SEC Use Only

4.   Citizenship or place of organization

Delaware

5.   Sole voting power

3,064,400

6.   Shared voting power

0

7.   Sole dispositive power

3,064,400

8.   Shared dispositive power

0

9.   Aggregate amount beneficially owned by each reporting person

3,064,400

10.  Check box if the aggregate amount in Row (9) excludes certain shares 

N/A

11.  Percent of class represented by amount in Row 9

8.0%

12.  Type of reporting person*

IA

Cusip No. 34354P105

Page 3 of 6 Pages

1.   Name of  Reporting  Person  (S.S.  or  I.R.S.  Identification  No. of above
person)

American Century Capital Portfolios, Inc. - 43-1646043

2.   Check the appropriate box if a member of a group* - N/A

3.   SEC Use Only

4.   Citizenship or place of organization

Maryland

5.   Sole voting power

2,657,700

6.   Shared voting power

0

7.   Sole dispositive power

2,657,700

8.   Shared dispositive power

0

9.   Aggregate amount beneficially owned by each reporting person

2,657,700

10.  Check box if the aggregate amount in Row (9) excludes certain shares 

N/A

11.  Percent of class represented by amount in Row 9

6.9%

12.  Type of reporting person*

IV

SCHEDULE 13G

Item 1(a).   NAME OF ISSUER

Flowserv Corp.

Item 1(b).   ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

3100 Research Boulevard
Dayton, OH 45420

Item 2(a).   NAME OF PERSONS FILING

American Century Investment  Management,  Inc., on its behalf and on behalf
of:

American Century Capital Portfolios, Inc.

Item 2(b).   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

4500 Main Street 
P.O. Box 418210 
Kansas City, MO 64141-9210  
Attn:  David H. Reinmiller

Item 2(c).   CITIZENSHIP

Delaware

Item 2(d).   TITLE OF CLASS OF SECURITIES

Common Stock

Item 2(e).     CUSIP NO.

34354P105

Item 3.   IF THIS  STATEMENT  IS FILED  PURSUANT TO RULES  13d-1(b) OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A

(g)  [ X ]   Registered Investment Adviser, in accordance with
Rule 13d-1(b)(ii)(E) (Note:  See Item 7).

Item 4.   OWNERSHIP

(a)  Aggregate amount beneficially owned:

3,064,400

(b)  Percent of class:

8.0%

(c)  Number of shares as to which such person has:

(i)  sole power to vote or to direct the vote:

3,064,400

(ii) shared power to vote or to direct the vote:

0

(iii)sole power to dispose or to direct the disposition of:

3,064,400

(iv) shared power to dispose or to direct the disposition of:

0

Item 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].

Item 6.   OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

American  Century  Investment  Management,   Inc.  ("ACIM"),  a  registered
investment adviser, manages, pursuant to management agreements,  the investments
of thirteen  registered  investment  companies,  American  Century Mutual Funds,
Inc.,  American  Century  World Mutual Funds,  Inc.,  American  Century  Capital
Portfolios,  Inc., American Century Variable Portfolios,  Inc., American Century
Premium  Reserves,  Inc.,  American Century Strategic Asset  Allocations,  Inc.,
American Century Municipal Trust,  American Century  Quantitative  Equity Funds,
Inc.,  American  Century   International  Bond  Funds,  Inc.,  American  Century
Investment Trust,  American Century  Government  Income Trust,  American Century
Target Maturities Trust, and American Century California  Tax-Free and Municipal
Funds, Inc., and manages,  pursuant to sub-advisory agreements,  the investments
of two  registered  investment  companies,  American  Skandia Trust and American
Skandia  Advisor  Funds,  Inc.  ACIM also  manages  the assets of  institutional
investor accounts.  The securities that are the subject of this report are owned
by and held for such investment  companies and separate  institutional  investor
accounts.  Any dividends  received from such securities,  or the proceeds of any
sale of such  securities,  are  for the  benefit  of,  and  are  held  for  such
investment companies and separate institutional investor accounts.

American Century Capital  Portfolios,  Inc. owned more than 5% of the class
of securities which are the subject of this report.

Item 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

N/A

Item 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

N/A

Item 9.   NOTICE OF DISSOLUTION OF GROUP

N/A

Item 10.  CERTIFICATION

By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.

SIGNATURE

After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

February 10, 1999              AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
Date

By: /s/David C. Tucker

David C. Tucker
Senior Vice President
and General Counsel

EXHIBIT A

Rule 13d-1(f)(1)(iii) Agreement

Each of the  undersigned  hereby  agrees and consents to the  execution and
joint filing on its behalf by American Century  Investment  Management,  Inc. of
this Schedule 13G respecting the  beneficial  ownership of the securities  which
are the subject of this schedule at December 31, 1998.

Dated this 10th day of February, 1999.

American Century Investment Management, Inc.

By: /s/David C. Tucker

David C. Tucker   
Senior Vice President
and General Counsel

American Century Capital Portfolios, Inc.

By: /s/David C. Tucker

David C. Tucker
Vice President