AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1999
REGISTRATION NO. 333-50667
- --------------------------------------------------------------------------------
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)
----------------

BW/IP INTERNATIONAL, INC. CAPITAL ACCUMULATION PLAN
(Full title of the 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)

A total of 1,500,000 shares of Flowserve Corporation common stock, par
value $1.25 per share, were registered by Form S-8 Registration Statement No.
333-50667 for the BW/IP International, Inc. Capital Accumulation Plan. On July
1, 1999, the BW/IP International, Inc. Capital Accumulation Plan merged into the
Flowserve Corporation Retirement Savings Plan. 1,083,754 shares of the common
stock which were registered for the BW/IP International, Inc. Capital
Accumulation Plan had not been issued and, pursuant to Instruction E to Form S-8
and the telephonic interpretations of the Securities and Exchange Commission
(Interpretation No. 89 of Section G. Securities Act Forms of the Division of
Corporation Finance's Manual of Publicly Available Telephone Interpretations -
July 1997), are to be carried forward to the Registration Statement on Form S-8
filed in connection with the Flowserve Corporation Retirement Savings Plan.

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, as
amended, 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 (Principal Accounting Officer) December 22, 1999
Rick L. Johnson

/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,
the persons who administer the Flowserve Corporation Retirement Savings Plan,
the successor plan to the BW/IP International, Inc. Capital Accumulation 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