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                                                                   EXHIBIT 10.44


            Amendment No. 1 to Employment Agreement (the "Agreement")
                               Dated July 22, 1997
                                 by and between
                    Flowserve Corporation (the "Company") and
                                           ("Executive")


The Company and Executive hereby agree to the following amendment to their
Agreement dated July 22, 1997:

Termination Following Change in Control

1.   Paragraph 2 is hereby amended effective immediately by adding the following
     sentence which shall become new Section 3(E):

          (E)"Notwithstanding anything in this Agreement to the contrary, if
          your employment is terminated by the Company prior to a change in
          control, where a change in control in fact occurs, and you reasonably
          demonstrate that such termination was at the request of a third party
          who effectuates such change in control, or that such termination was
          directly related to or in anticipation of such change in control,
          then, for all purposes of this Agreement, you shall be entitled all
          payments and benefits provided under this Agreement."

2.   All the other provisions of the Agreement shall remain in full force and
     effect and unchanged, subject to the specific addition noted above.


Flowserve Corporation                             Executive


By: /s/ Kevin E. Sheehan                          By:
    --------------------------------                 ---------------------------
    Kevin E. Sheehan
    Chairman, Compensation Committee


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         Amendment #2 to Agreement dated July 22, 1997 (the "Agreement")
                 between                           ("You")
                                       and
                      Flowserve Corporation (the "Company")


Effective January 1, 1999, Section 5 (i) (b) of the Agreement shall be revised
and restated in its entirety as follows:

(b)  In lieu of any further salary and incentive compensation payments to you
     for periods subsequent to the Date of Termination, an amount (the
     "Additional Compensation Payment") equal to 300% of the sum of (x) your
     annual base salary at the rate in effect as of the Date of Termination (or,
     if higher, at the rate in effect at the time of the change in control) and
     (y);

     (i)  for periods beginning after December 31, 1998 and ending before
          January 1, 2000, the greater of (1) the average annual amount awarded
          to you under any incentive compensation plans or arrangements for the
          two fiscal years immediately preceding the fiscal year during which
          the Date of Termination occurs (whether or not fully paid) or (2) the
          average of the target incentives ("Target Incentives") under any such
          compensation plans or arrangements in effect for the year of the Date
          of Termination, and the following two calendar years, provided that
          the Target Incentives for the following two calendar years shall be,
          where not established prior to such change in control, the greater of
          the applicable Target Incentives of such compensation plans or
          arrangements for either the year of the change in control or Date of
          Termination, where differing;

     (ii) for periods beginning after January 1, 2000, the average of such
          Target Incentives, as defined and calculated above.

Effective March 1, 1999, Paragraph 5 (iv) and (v) shall be revised as follows:

I.   Paragraph 5 (iv) shall be amended by adding the following sentence at the
     end of the current text, which shall otherwise remain unchanged, of this
     Paragraph:

          "For purposes of clarification only, the Company's obligation to pay
          the Supplemental Pension Benefit shall in no way be affected if the
          Company elects to structure the Qualified Plan as a "cash balance"
          plan, as such term may be defined by applicable federal government
          regulations."

II.  Paragraph 5 (v) shall be amended by adding the following sentence at the
     end of the current text, which shall otherwise remain changed, of this
     Paragraph:

          "However, if the Company was providing you a monthly car allowance, in
          lieu of actually providing a car, at the time of such Notice of
          Termination, then the Company shall instead pay you a lump sum, in
          addition to all other payments due to you hereunder, equal to 24 times
          the greater of the monthly car allowance


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          payable to you at the time of (i) the change of control of the Company
          or (ii) the Date of termination, where differing. Such lump sum shall
          be paid to you in cash on the fifteenth day following the Date of
          Termination."


III. Paragraphs 8(A), 8(B)and 8(C) , collectively called "NON-COMPETITION",
     shall be deleted in their entirety. Any other references to said Paragraphs
     in the Agreement shall be appropriately deleted with the text of the
     Agreement containing any such references to be hereafter interpreted in
     such a way as to eliminate any of the former restrictions upon you of
     Paragraphs 8(A), 8(B), and 8(C).

The remainder of the Agreement shall remain unchanged and in full force and
effect.


FLOWSERVE CORPORATION                             EXECUTIVE

By   /s/ Kevin E. Sheehan
     -----------------------------                ------------------------------
     Kevin E. Sheehan
     Chairman, Compensation Committee

           3/10/99
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Date                                              Date






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