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                                                                  EXHIBIT 10.41

                                  AMENDMENT #1
                                (THE "AMENDMENT")
                                       TO
                          AMENDED EMPLOYMENT AGREEMENT
                            (THE "AMENDED AGREEMENT")
                                 BY AND BETWEEN
                              FLOWSERVE CORPORATION
                                 (THE "COMPANY")
                                       AND
                               BERNARD G. RETHORE
                                  ("EXECUTIVE")



This Amendment is entered into this 29th day of February, 2000 between Executive
and the Company.

1.  Paragraph 3 of the Amended Agreement shall be revised and restated in its
    entirety as follows:

    3. Executive's Position and Duties During First Employment Period. During
    the First Employment Period, the Executive's position and duties shall be
    those set out in this Paragraph. From the date of execution of this Amended
    Agreement through December 31, 1999, the Executive shall continue to serve
    as the Company's Chief Executive Officer and Board Chairman on the same
    terms and conditions as set forth in Paragraph 3 of the Agreement, which
    terms and conditions are incorporated by reference as if fully set out
    herein. Effective January 1, 2000, the Executive shall resign as Chief
    Executive Officer. From January 1, 2000, through April 20, 2000, the
    Executive shall serve as non-executive Board Chairman and shall be expected
    to perform services for the Company up to 10 days a month. He shall continue
    to be paid $2,500 per month for the costs associated with temporary living
    and commuting to and from his permanent residence in Arizona and the
    Company's headquarters. Effective immediately after the Company's Annual
    Meeting of Shareholders on April 20, 2000, the Executive shall resign as
    non-Executive Board Chairman, at which time he shall be given the honorary
    title of Chairman of the Board Emeritus. During the remainder of the First
    Employment Period extending from such time on April 20, 2000 to July 31,
    2000 (the "Special Transition Period"), Executive shall be released from any
    further obligations to perform services for the Company or to commute to the
    Company's headquarters in Dallas.

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2.  Paragraph 5 of the Amended Agreement shall be revised and restated in its
    entirety as follows:

        5.        Executive's Compensation During First Employment Period.

                      (a) During the First Employment Period, the Executive
                      shall continue to be entitled to compensation as set out
                      in Paragraph 5 of the Agreement, which Paragraph is
                      incorporated by reference as if fully set out herein,
                      subject to the following special provisions governing the
                      Special Transition Period. In addition, the Executive
                      shall be entitled to his reasonable legal fees in
                      negotiating this Amended Agreement.

                      (b) During the Special Transition Period, Executive's
                      compensation shall be continued as set forth in Paragraph
                      5, subject only to the following modifications:

                             (i) Executive shall be granted, effective April 20,
                      2000 at the then applicable Company common stock closing
                      price, a final non qualified stock option covering 35,000
                      shares of Company common stock under the Company's 1999
                      Stock Option Plan, which shall be in full satisfaction of
                      any Company obligation to provide any further stock
                      option, restricted stock or other stock-based compensation
                      during either the First Employment Term or Second
                      Employment Term.

                             (ii) In lieu of the "Office and Support Staff" to
                      be provided Executive under Section 5(g) of the Agreement,
                      the Company shall pay


                                 (I) Executive the lump sum of $9,000 to provide
                                 Executive with support in maintaining an office
                                 in the Phoenix area and

                                 (II) Executive's expenses, in an amount not to
                                 exceed $5,000, in terminating his lease of his
                                 Dallas apartment and in relocating his personal
                                 belongings from Dallas to Phoenix.


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3.   Section 6(c) shall be revised and restated in its entirety as follows:

                      (c) Bonus. For each fiscal year, the Executive shall have
                      an annual bonus opportunity with a minimum target bonus of
                      no less than 75% of his base salary payable pursuant to
                      Subparagraph (a) during such fiscal year, provided that in
                      the event the Company meets or exceeds applicable year
                      2000 financial targets, as set forth in the annual
                      incentive plans for senior company officers and the
                      Executive, the Executive shall receive as his bonus
                      payment for the year 2000 an amount equal to (i) the year
                      2000 bonus payment plus (ii) an additional payment equal
                      to the amount by which his 1999 bonus was reduced from its
                      original calculation by the Compensation Committee in
                      February 2000

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

IN WITNESS WHEREOF, the parties have executed this Amendment effective this 29th
of February, 2000.


<TABLE>
<CAPTION>
ATTEST:                                 FLOWSERVE CORPORATION

<S>                                     <C>
/s/ Ronald F. Shuff                     By: /s/ Hugh K. Coble
-------------------------------             -------------------------------
Signature  Ronald F. Shuff              Title: Chairman-Executive Committee
                                            -------------------------------

Vice President-Secretary
   and General Counsel                  EXECUTIVE
-------------------------------
Title

                                        /s/ Bernard G. Rethore
                                        -------------------------------
                                        Bernard G. Rethore
</TABLE>