SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934




Date of Report (Date of earliest event reported) November 28, 1994




                               GOULDS PUMPS, INC.
             (Exact name of registrant as specified in its charter)




                                    Delaware
                 (State or other jurisdiction of incorporation)


               0-684                               15-0321120 
     (Commission File Number)                    (IRS Employer  
                                              Identification No.)

     240 Fall Street, Seneca Falls, New York        13148
             (Address of principal executive offices)    (Zip code)




               Registrant's telephone number, including area code
                                 (315) 568-2811
     






                                   Page 1 of 8
<F50>
ITEM 2.      Transfer of Control

             Goulds Pumps, Inc. (Goulds) and Franklin Electric Co.,
             Inc. (Franklin) announced that control of Oil Dynamics,
             Inc. transferred to Franklin on November 28, 1994. 
             Previously, Oil Dynamics was owned and controlled equally
             by Goulds and Franklin.

             The change in control results from Goulds' election to
             receive a cash dividend in the amount of $11.7 million in
             lieu of a stock dividend declared by Oil Dynamics.  After
             the cash and stock dividends have been paid, Goulds will
             continue to own 3% of Oil Dynamics voting stock. 
             Franklin elected to take the stock dividend which will
             increase its interest in Oil Dynamics to 97%.

             Future results of Oil Dynamics will be consolidated into
             Franklin and Goulds' interest in Oil Dynamics will no
             longer be recorded under the "equity" method of
             accounting.  There will be no gain or loss on the
             transaction for either Goulds or Franklin.

             Goulds believes the transfer of control will allow it to
             better focus its resources on those businesses more
             closely aligned to its strategic plan.  

             Oil Dynamics, located in Tulsa, Oklahoma, is a producer
             of deep-well petroleum pumps used in the oil industry. 
             It was established in 1967 under the joint control of
             Goulds and Franklin.  Franklin is the primary supplier of
             motors for Goulds' domestic water systems pumps.






















                                   Page 2 of 8
<F50>
ITEM 7.      Financial Statements and Pro Forma Financial Information
             and Exhibits

                    b.PRO FORMA CONDENSED CONSOLIDATED
                   FINANCIAL STATEMENTS (UNAUDITED) 
                          GOULDS PUMPS, INC.

                   The following pro forma condensed consolidated
                   balance sheet as of September 30, 1994, and the pro
                   forma condensed consolidated statements of earnings
                   for the nine month period then ended and the year
                   ended December 31, 1993 give effect to the transfer
                   of control of Oil Dynamics, Inc.  The adjustments
                   related to the pro forma condensed consolidated
                   balance sheet assume the transaction was
                   consummated at September 30, 1994, while the
                   adjustments to the pro forma condensed consolidated
                   statements of earnings assume the transaction was
                   consummated at the beginning of the period
                   presented.  The transfer occurred on November 28,
                   1994.

                   The pro forma information is based on the
                   historical financial statements of Goulds ("GPI")
                   with only pro forma adjustments required to reduce
                   "Investments in Affiliates" on the condensed
                   consolidated balance sheet and "Earnings from
                   Affiliates" on the consolidated statements of
                   earnings and to reflect the associated net interest
                   earnings and income tax effects of the transaction.

                   These pro forma statements are not necessarily
                   indicative of the results that actually would have
                   occurred if the transfer had been in effect as of
                   and for the periods presented or what may be
                   achieved in the future.

















                                   Page 3 of 8
<F50>
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
September 30, 1994
<TABLE>
       
<CAPTION>
(In thousands except per share data)                             PRO FORMA       PRO FORMA
                                                    GPI         ADJUSTMENTS     CONSOLIDATED

 ASSETS
  Current assets:
   <S>                                           <C>                              <C>
   Cash and cash equivalents                     $  8,578                         $  8,578 
   Receivables - net                              126,730                          126,730 
   Inventories                                    115,773                          115,773 
   Deferred tax asset                              14,178                           14,178 
   Prepaid expenses and other current assets       12,388                           12,388 
     Total current assets                         277,647                         277,647  
 
 
  Property, plant and equipment - net             145,497                          145,497 
  Investments in affiliates                        12,955      (11,700) (a)          1,255 
  Other investments                                 6,297                            6,297 
  Deferred tax asset                                4,221                            4,221 
  Other assets                                     13,927                           13,927 

                                               $460,544                          $448,844 

 LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities: 
   Notes payable                                 $ 28,565      (10,811) (b)       $ 17,754 
   Current portion of long-term debt               25,077                           25,077 
   Trade payables                                  48,224                           48,224 
   Compensation and commissions                    17,756                           17,756 
   Income taxes payable                               835                              835 
   Dividends payable                                4,236                            4,236 
   Deferred tax liability                           1,217                            1,217 
   Other                                           29,285                           29,285 
     Total current liabilities                    155,195                           144,384 
 
  Long-term debt                                   34,650                           34,650 
  Pension                                          18,102                           18,102 
  Other postretirement benefit obligation          55,068                           55,068 
  Deferred tax liability and other                  4,252         (889) (c)          3,363 

SHAREHOLDERS' EQUITY:
   Common stock - $1.00 par value; authorized
   90,000,000; issued and outstanding
   21,181,158 and 21,153,966 shares,
   respectively                                    21,181                           21,181 
   Additional paid-in capital                      57,448                           57,448 
   Retained earnings                              124,586                          124,586 
   Cumulative translation adjustments and other    (9,938)                            (9,938)

 
     Total shareholders' equity                  193,277                          193,277 
 
                                                $460,544                         $448,844 

                                                                                          
<F54>
(a)  Record effect of cash dividend received from Oil Dynamics, Inc. on
     investments.

(b)  Reflect the use of the dividend to reduce outstanding short-term notes
     payable.

(c)  Reflect impact of the transaction on deferred income tax assets and
     liabilities.
</TABLE>
                                       Page 4 of 8
<F50>
Pro Forma Condensed Consolidated Statement of Earnings (Unaudited)
For the nine months ended September 30, 1994



<TABLE>
<CAPTION>
(In thousands except per share data)                            PRO FORMA      PRO FORMA
                                                      GPI       ADJUSTMENTS     CONSOLIDATED

<S>                                                 <C>                          <C>
Net sales                                           $443,739                     $443,739  

Cost and expenses:
 Cost of sales                                      314,209                      314,209 
 Selling, general and administrative expenses        86,222                       86,222 
 Research and development expenses                    7,951                        7,951 
 Provision for environmental litigation fees          3,454                        3,454 
 Earnings from affiliates                              (606)      532  (a)           (74)
 Interest expense                                     4,794      (364) (b)         4,430 
 Interest income                                      (2,762)                       (2,762) 
 Other expense                                        3,247                        3,247  

Earnings before income taxes                         27,230       168             27,062
Income taxes                                         10,353       (40) (c)        10,313  

Net earnings                                       $ 16,877      $128           $ 16,749   
                                                                                          

Net earnings per common share                      $    .80     $ .01           $    .79 
                                                                                          

Weighted Average Shares Outstanding
 (in thousands)                                      21,171                       21,171  



<F54>
(a)   Reflects the impact on earnings from affiliates assuming the dividend transaction
      occurred on January 1, 1994.

(b)   Reflects the impact on interest expense due to the reduction of short-term notes
      payable by cash dividend amount as of January 1, 1994.

(c)   Reflects the impact on income taxes assuming the transaction occurred on January 1,
      1994.
</TABLE>



















                                       Page 5 of 8
<F50>
Pro Forma Condensed Consolidated Statement of Earnings
For the year ended December 31, 1993

                                           
<TABLE>
<CAPTION>
(In thousands except per share data)                            PRO FORMA       PRO FORMA 
                                                     GPI       ADJUSTMENTS    CONSOLIDATED

<S>                                                <C>                         <C>
Net sales                                          $555,692                    $555,692  
                                                                                          

Costs and expenses     
Cost of sales                                       399,374                     399,374
Selling, general and administrative expenses        115,153                     115,153
Research and development expenses                     7,177                       7,177
Earnings from investments and affiliates             (4,569)    4,385  (a)         (184)
Interest expense                                      5,403      (389) (b)        5,014
Interest income                                      (1,909)                     (1,909)
Other expense                                           648                         648   

                                                    521,277     3,996           525,273   

Earnings before income taxes and
 cumulative effect of accounting change              34,415                      30,419
Income taxes                                         10,841      (332)           10,509   

Earnings before cumulative effect of
  accounting change                                  23,574     3,664            19,910
Cumulative effect of accounting change,
  net of income tax benefit                          (1,026)                     (1,026)
                                                                                          

Net earnings                                       $ 22,548    $ 3,664          $ 18,884   

Net earnings per common share
  Earnings before cumulative effect of
  accounting change                               $   1.12     $  .18          $   .94 
 Cumulative effect of accounting change               (.05)                       (.05) 
                                                                                          

Net earnings per common share                     $   1.07     $  .18          $   .89    


Weighted Average Shares Outstanding
  (in thousands)                                    21,126                       21,126    

<F54>
(a)   Reflects the impact on earnings from affiliates assuming the dividend transaction
      occurred on January 1, 1993.

(b)   Reflects the impact on interest expense due to the reduction of short-term notes
      payable by cash dividend amount as of January 1, 1993.

(c)   Reflects the impact on income taxes assuming the transaction occurred on January 1,
      1993.
</TABLE>










                                       Page 6 of 8
<F50>
ITEM 7.          Financial Statements and Exhibits

             C.    Exhibits.

                   Since the transaction did not involve a
                   disposition of shares, but rather resulted
                   from the Company's election to receive cash in
                   lieu of a stock dividend from Oil Dynamics,
                   Inc., there are no agreements or contracts to
                   be filed in relation to Item 7.

















































                                   Page 7 of 8
<F50>





                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                                    GOULDS PUMPS, INCORPORATED



Date:  December 12, 1994            By:s/John P. Murphy  
                                       John P. Murphy
                                       Vice President-Finance and 
                                       Chief Financial Officer

                                       (Mr. Murphy is Chief 
                                       Financial Officer and has
                                       been duly authorized to sign
                                       on behalf of the Registrant.)
































                                    Page 8 of 8
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 28, 1994

                               GOULDS PUMPS, INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

               0-684                               15-0321120 
     (Commission File Number)                    (IRS Employer  
                                              Identification No.)

     240 Fall Street, Seneca Falls, New York        13148
             (Address of principal executive offices)    (Zip code)

               Registrant's telephone number, including area code
                                 (315) 568-2811
     

                                   Page 1 of 8
ITEM 2.      Transfer of Control

             Goulds Pumps, Inc. (Goulds) and Franklin Electric Co.,
             Inc. (Franklin) announced that control of Oil Dynamics,
             Inc. transferred to Franklin on November 28, 1994. 
             Previously, Oil Dynamics was owned and controlled equally
             by Goulds and Franklin.

             The change in control results from Goulds' election to
             receive a cash dividend in the amount of $11.7 million in
             lieu of a stock dividend declared by Oil Dynamics.  After
             the cash and stock dividends have been paid, Goulds will
             continue to own 3% of Oil Dynamics voting stock. 
             Franklin elected to take the stock dividend which will
             increase its interest in Oil Dynamics to 97%.

             Future results of Oil Dynamics will be consolidated into
             Franklin and Goulds' interest in Oil Dynamics will no
             longer be recorded under the "equity" method of
             accounting.  There will be no gain or loss on the
             transaction for either Goulds or Franklin.

             Goulds believes the transfer of control will allow it to
             better focus its resources on those businesses more
             closely aligned to its strategic plan.  

             Oil Dynamics, located in Tulsa, Oklahoma, is a producer
             of deep-well petroleum pumps used in the oil industry. 
             It was established in 1967 under the joint control of
             Goulds and Franklin.  Franklin is the primary supplier of
             motors for Goulds' domestic water systems pumps.

                                   Page 2 of 8
ITEM 7.      Financial Statements and Pro Forma Financial Information
             and Exhibits

                    b.PRO FORMA CONDENSED CONSOLIDATED
                   FINANCIAL STATEMENTS (UNAUDITED) 
                          GOULDS PUMPS, INC.

                   The following pro forma condensed consolidated
                   balance sheet as of September 30, 1994, and the pro
                   forma condensed consolidated statements of earnings
                   for the nine month period then ended and the year
                   ended December 31, 1993 give effect to the transfer
                   of control of Oil Dynamics, Inc.  The adjustments
                   related to the pro forma condensed consolidated
                   balance sheet assume the transaction was
                   consummated at September 30, 1994, while the
                   adjustments to the pro forma condensed consolidated
                   statements of earnings assume the transaction was
                   consummated at the beginning of the period
                   presented.  The transfer occurred on November 28,
                   1994.

                   The pro forma information is based on the
                   historical financial statements of Goulds ("GPI")
                   with only pro forma adjustments required to reduce
                   "Investments in Affiliates" on the condensed
                   consolidated balance sheet and "Earnings from
                   Affiliates" on the consolidated statements of
                   earnings and to reflect the associated net interest
                   earnings and income tax effects of the transaction.

                   These pro forma statements are not necessarily
                   indicative of the results that actually would have
                   occurred if the transfer had been in effect as of
                   and for the periods presented or what may be
                   achieved in the future.

                                   Page 3 of 8
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
September 30, 1994
(In thousands except per share data)                             PRO FORMA       PRO FORMA
                                                    GPI         ADJUSTMENTS     CONSOLIDATED

 ASSETS
  Current assets:
Cash and cash equivalents                     $  8,578                         $  8,578 
   Receivables - net                              126,730                          126,730 
   Inventories                                    115,773                          115,773 
   Deferred tax asset                              14,178                           14,178 
   Prepaid expenses and other current assets       12,388                           12,388 
     Total current assets                         277,647                         277,647  
 
 
  Property, plant and equipment - net             145,497                          145,497 
  Investments in affiliates                        12,955      (11,700) (a)          1,255 
  Other investments                                 6,297                            6,297 
  Deferred tax asset                                4,221                            4,221 
  Other assets                                     13,927                           13,927 

                                               $460,544                          $448,844 

 LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities: 
   Notes payable                                 $ 28,565      (10,811) (b)       $ 17,754 
   Current portion of long-term debt               25,077                           25,077 
   Trade payables                                  48,224                           48,224 
   Compensation and commissions                    17,756                           17,756 
   Income taxes payable                               835                              835 
   Dividends payable                                4,236                            4,236 
   Deferred tax liability                           1,217                            1,217 
   Other                                           29,285                           29,285 
     Total current liabilities                    155,195                           144,384 
 
  Long-term debt                                   34,650                           34,650 
  Pension                                          18,102                           18,102 
  Other postretirement benefit obligation          55,068                           55,068 
  Deferred tax liability and other                  4,252         (889) (c)          3,363 

SHAREHOLDERS' EQUITY:
   Common stock - $1.00 par value; authorized
   90,000,000; issued and outstanding
   21,181,158 and 21,153,966 shares,
   respectively                                    21,181                           21,181 
   Additional paid-in capital                      57,448                           57,448 
   Retained earnings                              124,586                          124,586 
   Cumulative translation adjustments and other    (9,938)                            (9,938)

 
     Total shareholders' equity                  193,277                          193,277 
 
                                                $460,544                         $448,844
(a)  Record effect of cash dividend received from Oil Dynamics, Inc. on
     investments.

(b)  Reflect the use of the dividend to reduce outstanding short-term notes
     payable.

(c)  Reflect impact of the transaction on deferred income tax assets and
     liabilities.
Page 4 of 8
Pro Forma Condensed Consolidated Statement of Earnings (Unaudited)
For the nine months ended September 30, 1994
(In thousands except per share data)                            PRO FORMA      PRO FORMA
                                                      GPI       ADJUSTMENTS     CONSOLIDATED
Net sales                                           $443,739                     $443,739  

Cost and expenses:
 Cost of sales                                      314,209                      314,209 
 Selling, general and administrative expenses        86,222                       86,222 
 Research and development expenses                    7,951                        7,951 
 Provision for environmental litigation fees          3,454                        3,454 
 Earnings from affiliates                              (606)      532  (a)           (74)
 Interest expense                                     4,794      (364) (b)         4,430 
 Interest income                                      (2,762)                       (2,762) 
 Other expense                                        3,247                        3,247  

Earnings before income taxes                         27,230       168             27,062
Income taxes                                         10,353       (40) (c)        10,313  

Net earnings                                       $ 16,877      $128           $ 16,749   
                                                                                          

Net earnings per common share                      $    .80     $ .01           $    .79 
                                                                                          

Weighted Average Shares Outstanding
 (in thousands)                                      21,171                       21,171
(a)   Reflects the impact on earnings from affiliates assuming the dividend transaction
      occurred on January 1, 1994.

(b)   Reflects the impact on interest expense due to the reduction of short-term notes
      payable by cash dividend amount as of January 1, 1994.

(c)   Reflects the impact on income taxes assuming the transaction occurred on January 1,
      1994.
Page 5 of 8
Pro Forma Condensed Consolidated Statement of Earnings
For the year ended December 31, 1993
(In thousands except per share data)                            PRO FORMA       PRO FORMA 
                                                     GPI       ADJUSTMENTS    CONSOLIDATED
Net sales                                          $555,692                    $555,692  
                                                                                          

Costs and expenses     
Cost of sales                                       399,374                     399,374
Selling, general and administrative expenses        115,153                     115,153
Research and development expenses                     7,177                       7,177
Earnings from investments and affiliates             (4,569)    4,385  (a)         (184)
Interest expense                                      5,403      (389) (b)        5,014
Interest income                                      (1,909)                     (1,909)
Other expense                                           648                         648   

                                                    521,277     3,996           525,273   

Earnings before income taxes and
 cumulative effect of accounting change              34,415                      30,419
Income taxes                                         10,841      (332)           10,509   

Earnings before cumulative effect of
  accounting change                                  23,574     3,664            19,910
Cumulative effect of accounting change,
  net of income tax benefit                          (1,026)                     (1,026)
                                                                                          

Net earnings                                       $ 22,548    $ 3,664          $ 18,884   

Net earnings per common share
  Earnings before cumulative effect of
  accounting change                               $   1.12     $  .18          $   .94 
 Cumulative effect of accounting change               (.05)                       (.05) 
                                                                                          

Net earnings per common share                     $   1.07     $  .18          $   .89    

Weighted Average Shares Outstanding
  (in thousands)                                    21,126                       21,126
(a)   Reflects the impact on earnings from affiliates assuming the dividend transaction
      occurred on January 1, 1993.

(b)   Reflects the impact on interest expense due to the reduction of short-term notes
      payable by cash dividend amount as of January 1, 1993.

(c)   Reflects the impact on income taxes assuming the transaction occurred on January 1,
      1993.
Page 6 of 8
ITEM 7.          Financial Statements and Exhibits

             C.    Exhibits.

                   Since the transaction did not involve a
                   disposition of shares, but rather resulted
                   from the Company's election to receive cash in
                   lieu of a stock dividend from Oil Dynamics,
                   Inc., there are no agreements or contracts to
                   be filed in relation to Item 7.

                                   Page 7 of 8
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                    GOULDS PUMPS, INCORPORATED

Date:  December 12, 1994            By:s/John P. Murphy  
                                       John P. Murphy
                                       Vice President-Finance and 
                                       Chief Financial Officer

                                       (Mr. Murphy is Chief 
                                       Financial Officer and has
                                       been duly authorized to sign
                                       on behalf of the Registrant.)

                                    Page 8 of 8