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                                                                   EXHIBIT 10.28


                                                                          7-7-98


                              FLOWSERVE CORPORATION

                    FIRST AMENDMENT TO 1997 STOCK OPTION PLAN



         THIS AMENDMENT of the Flowserve Corporation 1997 Stock Option Plan (the
"Plan") is being executed as of the 22nd day of July, 1998 under the following
circumstances:

                           A.      The Plan was adopted by the Board of
                           Directors of Flowserve Corporation (the "Company") in
                           February 1997 and was approved by the shareholders of
                           the Company on April 24, 1997.

                           B.      Pursuant to authorization by the Compensation
                           Committee of the Board of Directors, the Plan is
                           being amended by this First Amendment.

         NOW, THEREFORE, the Plan is hereby amended, effective July 22nd, 1998,
as follows:

         PART 1. Section 2(j) of the Plan is amended by deleting the phrase "the
Chief Financial Officer or Treasurer of the Company" and inserting in lieu
thereof the phrase "the General Counsel, the Chief Financial Officer, or the
Treasurer of the Company".

         PART 2. The caption of Section 10(b) is amended to read as follows: 
"Transfers Permitted by the Committee."

         PART 3. Section 10 of the Plan is further amended by inserting the
following as subsection (c) immediately following the first paragraph of
subsection (b):

                           (c) Other Permitted Transfers. Unless the Committee
                  otherwise determines at the time of grant, the following
                  options (together with any related Stock Appreciation Right
                  and/or Limited Right) may be transferred or assigned by the
                  Grantee thereof for no consideration to the Grantee's Family
                  Members, trusts for the sole benefit of the Grantee's Family
                  Members, or partnerships whose only partners are Family
                  Members of the Grantee: (i) Director Options; and (ii) options
                  that both (x) are granted to or held by an individual who is
                  an officer of the Company, and (y) at the time of grant, are
                  Nonqualified Options. The provisions of this Section 10(c)
                  shall be applicable to any such option (described in the
                  preceding sentence) granted


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                  prior to July 22, 1998 notwithstanding that the written
                  agreement evidencing such option does not permit such transfer
                  or assignment.

         PART 4. Section 10 of the Plan is further amended by designating the
second paragraph of subsection (b) as subsection (d) and inserting the following
caption at the beginning of such paragraph: "(d) Method and Effect of Transfer."
Such paragraph is further amended by deleting the phrase "the Chief Financial
Officer or Treasurer of the Company" and inserting in lieu thereof the phrase
"the General Counsel, the Chief Financial Officer, or the Treasurer of the
Company".

         PART 4. Section 10 of the Plan is further amended by designating the
third paragraph of subsection (b) as subsection (e) and inserting the following
caption at the beginning of such paragraph: "(e) Satisfaction of Withholding
Obligations."

         IN WITNESS WHEREOF, the undersigned officer has executed this First
Amendment as of the day and year first written above.

                                        FLOWSERVE CORPORATION



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



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