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) December 5, 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  
                                              Identication 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
     



<F50>
ITEM 2.      Acquisition of Assets

             Goulds Pumps, Inc. ("Goulds") completed the previously
             announced acquisition of all shares of Pumpenfabrik Ernst
             Vogel, AG ("Vogel"), the leading pump manufacturer in
             Austria with 1993 sales of $60 million.  Established in
             1909, Vogel has manufacturing facilities in Austria with
             sales branches throughout Austria and in Germany, Poland,
             and Hungary.

             The value of the transaction is approximately $51
             million, including approximately $34 million of debt
             which is being assumed.  The Company borrowed
             approximately $17 million from the Canadian Imperial Bank
             of Commerce to fund the transaction.  The transaction is
             not expected to be dilutive to earnings per share in 1995
             and will contribute positively thereafter.

             The Company believes that the Vogel acquisition is
             consistent with its strategic direction.  It provides the
             Company with a market leadership position in Austria and
             considerably strengthens the product portfolios of the
             Water Technologies Group and Industrial Products Group
             throughout Europe, including Central Europe.

             Vogel sells under three principal brand names in Austria
             and in the countries to which it exports.  Vogel Pumps is
             its main brand name and constitutes an excellent line of
             water pumps providing important upper end synergy with
             the Company's existing Goulds Pumps Europe-Lowara water
             pump line which experienced excellent sales growth within
             Europe, and abroad.  The product line sold under the
             Ochsner brand name provides a significant increase in the
             product offering and market presence for Goulds'
             industrial market position in Europe and is expected to
             provide important industrial pump synergies.  The product
             line sold under the Pantucek brand offers complete
             mechanical and electrical packages for municipal sewage
             systems and has significant potential in Central Europe
             and good demand in Western Europe.










<F50>
ITEM 7.      Financial Statements, Pro Forma Financial Information and
             Exhibits


       The following financial statements, and exhibits are filed as
       a part of this report.

       (a)   Financial statements of the business acquired, prepared
             in accordance with U.S. generally accepted accounting
             principles pursuant to Rule 3.05 of Regulation S-X and
             provided to Goulds Pumps by Vogel:

       Item                                                            Page

       Audited financial statements of the Vogel business
                    Report of Sot Sud-Ost Treuhand, Certified Accountants      4
                    Consolidated Balance Sheet - March 31, 1994                5
                    Consolidated Statement of Operations - 
                    Year ended March 31, 1994                                  6
                    Consolidated Statement of Shareholders' Equity             7
                    Consolidated Statement of Cash Flows -
                    Year ended March 31, 1994                                  8
                    Notes to Consolidated Financial Statements                 9

       Due to unavailability of recent interim Vogel information,
       unaudited interim financial statements of Vogel will be
       provided within 60 days of this report's filing date as an
       amendment on Form 8-K/A.

       (b)   Pro forma financial information required pursuant to
             Article 11 of Regulation S-X will be provided within 60
             days of this report's filing date as an amendment on Form
             8-K/A.

       (c)   Exhibit in accordance with the provisions of Item 601 of
             Regulation S-K:

       Exhibit
       (2)   Purchase Agreement between Goulds and Vogel as of
             December 5, 1994.  (See pages 15 through 50 of this
             report.)









<F50>
INDEPENDENT AUDITORS' REPORT


To the Stockholders of Pumpenfabrik Ernst Vogel Ges.m.b.H.
Stockerau, Austria

We have audited the accompanying consolidated balance sheet of
Pumpenfabrik Ernst Vogel GmbH and the wholly owned subsidiaries
Pantucek Klaranlagen GmbH, AVIS Werbung GmbH and VOGEL
Umwelttechnik GmbH as of March 31, 1994 and the related statements
of operations, shareholders' equity, and cash flows for the year
then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Pumpenfabrik Ernst Vogel GmbH and subsidiaries as of
March 31, 1994 and the consolidated results of their operations and
their cash flows for the year then ended in conformity with
generally accepted accounting principles.


Vienna, Austria                     SOT SUD-OST TREUHAND 
September 23, 1994                  AKTIENGESELLSCHAFT

<F50>
CONSOLIDATED BALANCE SHEET
Pumpenfabrik Ernst Vogel GmbH and subsidiaries

(Austrian Schillings in thousands)                  March 31, 1994

ASSETS
Current Assets
      Cash and cash equivalents                          6,295
      Receivables (net of allowance for
        doubtful accounts of 5.703)                    166,678
      Inventories                                      262,304
      Prepaid expenses                                     566
      Net assets of Frigopol business 
        (discontinued operations)                       66,479
           Total current assets                        502,322

Intangible assets                                      101,918
Property, plant and equipment - net                     70,875
Leased equipment                                        64,947
Investments, including investments in affiliates        18,628
Deferred tax asset                                           0
Other assets                                               598
                                                       759,288

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Current maturities of debt                        281,765
     Trade payables                                    120,719
     Income taxes payable                                2,778
     Accrued liabilities                                36,247
     Other                                              56,570
         Total current liabilities                     498,079

Long-term debt                                         104,467
Lease obligation                                        72,827
Pension                                                  1,682
Other long-term liabilities                             28,352
Deferred tax liability                                   7,812

Shareholders' Equity
     Common stock                                       29,000
     Additional paid-in capital                          1,651
     Retained earning                                   15,418
         Total shareholders' equity                     46,069
                                                       759,288

See notes to Consolidated Financial Statements.



<F50>
CONSOLIDATED STATEMENT OF OPERATIONS
Pumpenfabrik Ernst Vogel GmbH and subsidiaries



                                                For the year ended
(Austrian Schillings in thousands)                  March 31, 1994

Net sales                                               723,820
Costs and expenses
     Cost of sales                                      570,991
     Selling, general and administrative expenses       108,561
     Research and development expenses                    3,128
     Value adjustments in respect of shares in
          group undertakings                              4,300
     Value adjustments of other financial assets             93
     Earnings from investment and affiliates               (120)
     Interest expenses                                   33,687
     Interest income                                     (2,774)
     Other income - net                                  (5,994)
                                                        711,872



Earnings before taxes from continuing operations         11,948
Income taxes on continuing operations                    (4,510)

Earnings from continuing operations                       7,438

DISCONTINUED OPERATIONS:
     Loss from discontinued operations,
       net of tax benefit of 3.395                      (13,415)
Net loss                                                 (5,977)

See notes to Consolidated Financial Statements.
















<F50>
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Pumpenfabrik Ernst Vogel GmbH and subsidiaries
(Austrian Schillings in thousands, except share data)


                  Common stock     Add'l.    Retained  Total
                  Shares Amount    paid-in   earnings shareholders' 
                                   capital             equity
                                                                
Balance, 3/31/93  29,000   29,000   1,651     21,395     52,046
Net Loss                                      (5,977)    (5,977)
Balance, 3/31/94  29,000   29,000   1,651     15,418     46,069

See notes to Consolidated Financial Statements.





































<F50>
CONSOLIDATED STATEMENT OF CASH FLOWS
Pumpenfabrik Ernst Vogel GmbH and subsidiaries

(Austrian Schillings in thousands)                  March 31, 1994

Operating activities:
     Net loss                                             - 5.977
     Adjustments to reconcile net loss
     to net cash applied to operations:
          Depreciation and amortization                    37.980
          Gain on sale of fixed assets                       -127
          Increase in deferred tax liability                  638
          Value adjustments in respect of shares
            in group undertakings                           4.300
          Value adjustments in respect of
            other financial assets                             93
          Increase in receivables                        - 38.498
          Increase in inventories                        - 24.016
          Increase in other long-term liabilities           4.684
          Decrease in pension                               - 959
          Decrease in income taxes payable                  - 458
          Decrease in accrued liabilities                - 11.550
          Increase in trade payables                       35.980
          Decrease in prepaid expenses and 
            other current assets                             - 63
          Other                                           - 6.224
                Net cash applied to operating activities  - 4.197

Investing activities:
     Earnings of the sale of assets                         1.440
     Investments in affiliates                            - 3.013
     Investments in intangible assets                     - 1.986
     Investments in property, plant and equipment - net  - 29.650
           Net cash applied to investing activities      - 33.209

Financing activities:
     Decrease in lease obligation                          -8.305
     Payments of long-term debt                          - 24.616
     Increase in current maturities of debt                71.729
          Net cash provided by financing activities        38.808
     Increase in cash and cash equivalents                  1.402
     Cash and cash equivalents, beginning of year           4.893
     Cash and cash equivalents, end of year                 6.295

See notes to Consolidated Financial Statements.




<F50>
PUMPENFABRIK ERNST VOGEL GmbH AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.     Summary of Significant Accounting Policies

Consolidation
       The consolidated financial statements include the accounts of
Pumpenfabrik Ernst Vogel GmbH ("Vogel") and the wholly owned
subsidiaries Pantucek Klaranlagen GmbH ("Pantucek"), AVIS Werbung
GmbH ("AVIS") and VOGEL Umwelttechnik GmbH ("Umwelttechnik") after
elimination of all significant intercompany transactions as of
March 31,1994 and for the year then ended. 

The companies have a fiscal year-end of March. 

Cash and Cash Equivalents
       Cash and cash equivalents include all cash balances and highly
liquid investments with original maturities of three months or
less. The carrying values of cash and cash equivalents approximate
fair values due to the short maturities of these financial
instruments.

Inventories
       Inventories are stated at the lower of cost or market.

Property, Plant and Equipment
       Property, plant and equipment is stated at cost, less
accumulated depreciation. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets
ranging from 5 to 25 years for buildings and 5 to 10 years for
machinery and equipment.

Capital leases
       Capital leases are stated in accordance with FASB 13. Leased
equipment is stated at present value of annual payments at
inception less accumulated depreciation. The lease obligations are
stated at present value of future lease payments. A deferred tax
asset is stated due to the exposure between net book value and
lease obligation.

Income Taxes
       Deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the
consolidated financial statements are recognized. A 10% deferred
tax liability has been stated for tax (investment) allowances
according to Section 10 Austrian tax law. 

<F50>
2.     Inventories
Inventories are summarized as follows:
                                          TATS

       Raw materials                     44.190 
       Work in process                   78.740 
       Finished goods                   139.374
                                        262.304   

3.     Intangible assets
Intangible assets are summarized as follows:
                                                           TATS

Goodwill (net of accumulated amortization of 11.989)      93.555
Other assets (net of accumulated amortization of 5.507)    8.363
                                                                   
                                                         101.918

Goodwill results from  two acquisitions that have occurred since
1990. Pantucek was acquired in 1990 and has a net value of TATS
21.317 as of March 31, 1994. Ochsner Pumps was acquired in 1992 and
has a net value of TATS 72.238 at March 1994.

4.     Property, Plant and Equipment
Major classes of property, plant and equipment consist of the
following:
                                                                   TATS

       Land and buildings                                         38.350
       Machinery and equipment                                   168.567
                                                                 206.917

       Less accumulated depreciation                             136.042
       Property, plant and equipment net                          70.875
5.     Debt and Credit agreements

5.1. Debt consists of the following:
                                                                       
                                                                           
                                                                    TATS
       Stille Einlagen nach dem Beteiligungsfondgesetz
                    6,5%-7,3%, due 1995-1997                       80.000
       Overdrafts
                    5,0%-8,5%, due currently                      169.198
       Short-term loans
                    5,75%-8,25%, due 1994                          19.795
       Revolving credits
                    5,0%-5,75%                                     56.657
       Term loans
                    3,5%-8,83%, 1994 - 2001                        60.582

                                                                  386.232

       Unused credit lines                                         98.560
<F50>
Collaterals:

       1.    Creditanstalt-Bankverein
             TS 37.000 are collaterated through export claims. The
             remaining credits to the amount of TS 88.750 are secured
             through mortgage, shares and assignment agreements.

       2.    Remaining banks
             TS 22.400 are collaterated through export claims and TS
             70.723 through securities.

Consolidated                                                                
Less current portion                                              386.232
Long term portion                                                 281.765
                                                                  104.467

Virtually all of the companies'  assets are pledged against the
various borrowings listed above.

5.2. Five year payout

                                                        TATS

1995                                                   281.765 *)
1996                                                    37.387
1997                                                    12.192
1998                                                    11.126
1999                                                    14.663
Thereafter                                              29.099
                                                       386.232

*) This figure includes revolving credits and overdrafts. 

5.3. Pledged assets

Maximum limit mortgage

(amount in TATS) land registration  place
                                    number

                      480             1850        Stockerau
                    1.505             1850        Stockerau
                    4.298             1850        Stockerau
                   15.300             1850, 1811  Stockerau
                    2.400             1850, 1811  Stockerau
                    6.000             1850        Stockerau
                                      2409        Salzburg/Maxglan
                    3.000             1850        Stockerau
                                      2409        Salzburg/Maxglan


<F50>
Pledgings

Creditanstalt-Bankverein:
deposit-no. 0079-10631/92,           market value      ATS   10.741.765,96

Volkskreditbank:
deposit-no. 39.001.433,              market value      ATS    3.639.285,00

In addition a liability statement of February 2, 1994 exists to the
amount of ATS 15,000,000.- to the favor of Vogel Umwelttechnik
GmbH.. As of March 31, 1994 the outstanding balance amounts to ATS
11,626,845.

6.     Commitments
The companies have various capital lease agreements for land and
buildings, machinery and other equipment. Future minimum rental
payments are approximately as follows:

       Years ending March 31                                       TATS
       1995                                                       15.693
       1996                                                       11.406
       1997                                                        9.846
       1998                                                        8.540
       1999                                                        7.311
       Thereafter                                                 48.499
       Total minimum lease payments                              101.295
       Less amount representing interest                          28.468
       Present value of minimum lease payments                    72.827

7.     Taxes
The components of the outstanding liabilities for taxes as of March
31, 1994  are as follows:

                                                                
                                                      TATS
       Current:
       Trade tax (Gewerbesteuer)                     2.071
       Real estate tax                                 707
                                                     2.778
       Deferred:
       Corporate tax                                 7.812
       Tax provisions                               10.590


<F50>
The components of the total net deferred tax liabilities are as
follows:

                                                              TATS

       Deferred tax asset
       Capital leases exposure                                2.679
       Valuation allowance for deferred tax assets           (2.679)
       Gross deferred tax assets                                  0

       Deferred tax liabilities
       Tax allowance, Section 10 Austrian income tax         (1.507)
       BFAG provisions                                       (3.131)
       Other long term liabilities *)                        (3.174)
       Deferred tax liability                                (7.812)

       Net deferred tax liabilities                          (7.812)

*) resulting from redundancy payment accrual

8.     Investments, Including Investments in Affiliates

                      Nominal capital     Share of     book value
                                          the Company  of the share
                                                          ATS
Obliged Companies

Ochsner Prozebtechnik 
GesmbH, Linz       500.000     500.000       380.000    900.000

Associated Companies

VOGELPUMPEN-DRV-IKS
GesmbH, Kincesbanya,
Ungarn                    Ft 5.100.000  Ft 1.700.000    178.500

Other Investments

Volksbank Stockerau,
reg. GesmbH, Stockerau                         5.000      5.000

Oberosterreichische Volks-
kreditbank GenmbH, Linz                        1.100        100

Siedlungsgenossenschaft
Bausparerheim GenmbH, Salzburg                 3.000      3.000

Securities
(present market value of 18.213.814 ATS)             17.541.000

Total                                                18.627.600
<F50>
9. Pension plans

The company grants a pension of ATS 13,000.-- per month to Mrs.
Herta Ochsner. Payments are made 14 times a year, whereby an
additional pension payment is paid in the months June and November
each year.

In addition a minimum pension is paid to former employees (on
average ATS 2,400.-- per person per year). These claims are not
material.

10. Discontinued operations

During the first quarter of fiscal 1995, the Company announced its
intent to dispose off its refrigerated compressors manufacturing
division (FRIGOPOL). The results of this business, which is
classified separately as discontinued operations in the
accompanying consolidated statement of operations, are summarized
as follows:

                                               Year Ended
                                           March 31, 1994

Net sales                                         78.671
Loss from operations before income tax benefit   (16.810)
Loss from operations                             (13.415)
Income tax benefit                                (3.395)

Net assets of discontinued operations are stated at estimated
realizable value and consist principally of accounts receivable,
inventories, fixed assets and certain intangibles and liabilities
to be assumed. The net assets of the FRIGOPOL business have been
classified as a current asset in the accompanying balance sheet as
of March 31, 1994 due to the expected dates of sale. The assumed
disposal of FRIGOPOL will result in no gain or loss. The following
table summarizes the net assets as of March 31, 1994 of the
FRIGOPOL business:

Inventories                                        29.727
Receivables, net                                   17.371
Property, plant and equipment                      21.586
Intangibles, net                                    1.637
Other long-term assets                              1.398
                                                                   
Less accruals                                      (5.240)
Net assets of FRIGOPOL business                    66.479





<F50>
                            SHARE PURCHASE AGREEMENT
                           entered into by and between

                              1. Goulds Pumps GmbH,
                             Dr. Karl Lueger-Ring 12
                             A-1010 Vienna, Austria

                              2. Goulds Pumps Ltd.,
                         Milleway Rise Industrial Estate
                                Axminster, Devon
                                England EX 13 5HU

(hereinafter individually referred to as a "Purchaser" and
collectively as, "Purchasers")
                                 on the one hand

                                       and

                             3. Ing. Gerhard Vogel,
                               Wiesenerstrabe 10,
                            A-2000 Stockerau, Austria
                                4. Hermine Vogel,
                               Wiesenerstrabe lO,
                            A-2000 Stockerau, Austria
                      5. Lauermann Familien-Privatstiftung
                               Goldschmiedgasse 6
                                    1010 Wien

               (hereinafter collectively referred to as "Sellers")
                                on the other hand

                     for the sale and purchase of shares in 

                   Pumpenfabrik Ernst Vogel Aktiengesellschaft
             (formerly Pumpenfabrik Ernst Vogel Gesellschaft m.b.H.)

          (hereinafter referred to as "VOGEL-PUMPEN" or "the Company")
<F50>

                                TABLE OF CONTENTS

                                    Preamble

Section I:         Definitions and Interpretation


Section II:        Share Purchase, Closing Date


Section III:       Purchase Price


Section IV:        Business Operations until the Closing Date


Section V:         Warranties and Representations


Section VI:        Management


Section VII:       Conditions to Transfer of Ownership and Payment of
                   Purchase Price


Section VIII:      Certain Actions Before Closing


Section IX:        Applicable Law and Arbitration


Section X:         General Provisions
<F50>
                                    PREAMBLE


A)     VOGEL-PUMPEN originally was a limited liability company with
its corporate seat in Stockerau, Austria, entered into the
commercial register of the Provincial Court of Korneuburg under
file no. FN 59353i. It was transformed into a stock corporation
("Aktiengesellschaft) in November 1994. The stated share capital of
VOGEL-PUMPEN totals ATS 29,000,000.00.  Following the
aforementioned transformation into a stock corporation, the shares
of VOGEL-PUMPEN are held by the Sellers as follows:

       Name                                Percentage of nominal value of
                                           the stated shareholding share
                                           capital
1.     Ing. Gerhard Vogel                  25 % ATS  7,250,000.00
2.     Hermine Vogel                       25 % ATS  7,250,000.00
3.     Lauermann Familien-                 50 % ATS 14,500,000.00
       Privatstiftung

B)     VOGEL-PUMPEN holds directly or indirectly 100 % of the stated
share capital of

a)     Ernst Vogel Pumpen Export Gesellschaft m.b.H. & Co. KG,
       Stockerau, Austria

b)     Ochsner GmbH, Dusseldorf, Germany

c)     Ochsner Prozebtechnik GmbH, Linz, Austria

d)     Vogel Umwelttechnik GmbH, Hollabrunn, Austria

e)     Pantucek Klaranlagen GmbH, Prellenkirchen, Austria

f)     AVIS Werbung GmbH, Stockerau, Austria

g)     Ochsner Gas Compressor Systems GmbH, Linz, Austria

VOGEL-PUMPEN holds a 76 % participation in Ochsner Prozebtechnik
GmbH & Co KG in Liqu., Linz, Austria, the remaining participations
being held by Mr. Karl Ochsner (22.8 %) and by Mr. Gerhard Ochener
(1.2 %).                      

VOGEL-PUMPEN, furthermore, holds 33 % in VOGEL-PUMPEN DRV-IKS Kft.,
Kincesbanya, Hungary.

Finally, VOGEL-PUMPEN maintains sales offices in Warszawa, Poland
and Katowice, Poland.
<F50>
Certain of the above subsidiaries are inoperative (items a), c), g)
and Ochsner Prozebechnik GmbH & Co KG in Liqu., Linz , Austria
above) and one of them is in the process of being liquidated
(Ochsner Prozebtechnik GmbH & Co KG in Liqu., Linz, Austria).

C)     Prior to the Closing Date (as defined below) the Frigopol
Business (as defined below) will be divested in form of a
contribution in kind to another company held by all or some of the
Sellers or by way of splitting or by a sale of the respective
assets. The Frigopol Business is not included in the acquisition
hereunder and its divesting therefore does not reflect on the
Purchase Price (as defined below).

The subject-matter of the acquisition hereunder is, therefore,
VOGEL-PUMPEN and its 100 % direct and/or indirect shareholdings in
the aforementioned companies (hereinafter referred to as "VOGEL-
PUMPEN Companies") as well as the shareholding of VOGEL-PUMPEN in
DRV-IKS Kft., Hungary.

D)     Prior to the date of the signing of this Agreement the Sellers
at the request of the Purchasers have held a shareholders' meeting
of VOGEL-PUMPEN resolving to transform VOGEL-PUMPEN into a stock
corporation ("Aktiengesellschaft") on the basis of the balance
sheet of VOGEL-PUMPEN as of March 31, 1994. As a consequence of
such transformation, each of the Sellers has been issued an interim
certificate representing shares equal to 25 % and 50 % respectively
of the capital stock of the transformed company.

E)     Sellers desire to sell all shares in the Company held by them
after said transformation pursuant to the terms and conditions
hereof, and Purchasers are willing to purchase such shares.

F)     Purchasers, both through the adviser of Sellers, Creditanstalt
Investment Bank Aktiengesellschaft (hereinafter "CAIB"), and
directly from the Sellers, have received certain information and
documents concerning the VOGEL-PUMPEN Companies, including but not
limited to (a) the audited non-consolidated financial statements of
the VOGEL-PUMPEN Companies as of March 31, 1994,  (b) the auditors'
reports concerning the VOGEL-PUMPEN Companies for the past three
years, (c) the VOGEL-PUMPEN Companies' non-consolidated balance
sheet and profit and loss statements as of March 31, 1994 as well
as (d) a report on the VOGEL-PUMPEN Companies prepared by SOT
Sud-Ost Treuhand Aktiengesellschaft ("the SOT-Report").  In
addition, Purchasers, prior to the execution of this Agreement,
personally and/or by trusted experts conducted a due diligence and
<F50>
technical and commercial review of the VOGEL-PUMPEN Companies an
through their consultants a review of the VOGEL-PUMPEN Companies'
financial results as of July 31, 1994 in order to arrive at a
decision to execute this Agreement. In view of the above, the
Sellers are prepared to give only limited representations and
warranties, i. e., only to the extent explicitly set forth in
Section V.  Furthermore, the agreement on the amount of the
Purchase Price took into consideration the results of the interim
financial statements of the VOGEL-PUMPEN Companies prepared by the
Purchasers and their auditors.

NOW, THEREFORE, the contracting parties agree as follows:

<F50>
                                    SECTION I
                         DEFINITIONS AND INTERPRETATIONS


1.1    In this Agreement and its Annexes, the words used herein shall
have the following meaning:


"VOGEL-PUMPEN": Pumpenfabrik Ernst Vogel Aktiengesellschaft, a
stock corporation with its corporate seat in Stockerau, Austria,
and business address at Ernst-Vogel-Strabe 2, A-2000 Stockerau,
Austria, entered into the commercial register of the Provincial
Court of Korneuburg (formally, prior to the transformation, under
file no. FN 59353i).

"Frigopol Business": The FRIGOPOL division of the Company,
including all assets and liabilities pertaining thereto, as more
clearly defined in Annex l.l.a hereto.

"Closing Date": A date on or before December 5, l994 to be agreed
between the contracting parties, unless the parties mutually agree
on a later date in which case such date shall be the Closing Date
for the purpose of this Agreement.

"Purchasers": Goulds Pumps GmbH and Goulds Pumps Ltd.

"Escrow Agent": Creditanstalt-Bankverein of Schottengasse 6, A-1010
Vienna, Austria, or its successor or assignee.

"Escrow Agreement": The agreement entered into between the Sellers,
the Purchasers and the Escrow Agent in accordance with the
provisions of this Agreement.

"VOGEL-PUMPEN Companies": VOGEL-PUMPEN, Ernst Vogel Pumpen Export
GmbH & Co. KG, Stockerau, Ochsner GmbH, Dusseldorf, Ochsner
Prozebtechnik GmbH, Linz, Ochsner Prozebtechnik GmbH & Co KG in
Liqu., Linz, Pantucek Klaranlagen GmbH, Prellenkirchen, Vogel
Umwelttechnik GmbH, Hollabrunn, AVIS Werbung GmbH, Stockerau and
Ochsner Gas Compressor Systems GmbH, Linz.

"Sellers": Ing. Gerhard Vogel, Hermine Vogel, Lauermann
Familien-Privatstiftung.

"Sellers' Warranties": The representations, warranties and
covenants given and entered into by the Sellers in Section V
hereof. 

"Agreement": The present Share Purchase Agreement and its Annexes,
unless the context clearly indicates otherwise.
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Financial Statements": The unconsolidated, balance sheets and
profit and loss statements of the VOGEL-PUMPEN Companies as of
March 31, 1994 as per Annex l.l.b (audited with respect to
VOGEL-PUMPEN, unaudited with respect to all other VOGEL-PUMPEN
Companies).

"Accounting Principles": The principles used for the establishment
of the Financial Statements on the basis of Austrian generally
accepted accounting principles, as set out in Annex l.l.c.

1.2    The Annexes and the Preamble to this Agreement constitute
       integral parts hereof and shall therefore be deemed to be part
       of the Agreement and construed as having the same effect.

1.3    The headings in this Agreement have been introduced merely for
       convenience and shall not affect the construction or
       interpretation hereof.
<F50>
                                   SECTION II
                          SHARE PURCHASE, CLOSING DATE

2.1    Prior to the date of the signing of this Agreement, the
       Sellers have held a shareholders' meeting of VOGEL-PUMPEN
       resolving to transform the Company into a stock corporation on
       the basis of the balance sheet as of March 31, 1994. The
       capital stock of the transformed company is ATS 29,000,000.00
       and is divided into 2,900 bearer shares with a nominal value
       of ATS 10,000.00 each. Each of the Sellers has been issued 725
       shares and 1,450 shares, respectively represented by interim
       certificates, two for each of  the Sellers. The interim
       certificates shall be numbered 1 to 6 ("the Interim
       Certificates") .

2.2    The Sellers herewith sell to Purchasers and the Purchasers
       herewith buy from the Sellers the 2,900 shares ln VOGEL-PUMPEN
       with a nominal value of ATS 10,000.00 ten thousand Austrian
       schillings) each, as issued after the transformation of VOGEL-
PUMPEN, thus, in the aggregate, shares with a nominal value of
       ATS 29,000,000.00 (twenty-nine million Austrian schillings),
       corresponding to 100% of the entire capital stock of VOGEL-
PUMPEN, together with all rights and obligations attaching to
       such shareholdings ("the Shares").

       The Purchasers purchase the Shares in the following
       proportion:

       Goulds Pumps GmbH purchases 2,897 shares, and

       Goulds Pumps Ltd purchases 3 shares.

2.3    The Shares are represented by the Interim Certificates which
       will be assigned and transferred to the Purchasers. The
       transfer and assignment of the Shares to the Purchasers and
       the payment of the Purchase Price to the Sellers shall take
       place on the Closing Date and shall be subject to the
       conditions set forth in this Agreement.

2.4    The contracting parties have agreed to schedule the closing on
       or before December 5, 1994. If a delay occurred, neither
       contracting party shall be bound by this Share Purchase
       Agreement any longer (except as set forth herein), unless (i)
       the parties mutually agree on an extension of the above time
       period and/or on the determination of another day as Closing
       Date or (ii) the failure to implement is attributable to one
       side preventing the fulfillment of a condition in violation of
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       the principle of acting in good faith or to one side's 
       failure to do everything that is reasonably necessary or
       required to make such fulfillment of a condition possible, in
       which case the non-defaulting side may opt, by notice in
       writing, to maintain this Agreement in full force and effect
       and to insist on the performance of the other side's
       contractual obligations. 

       In case of non-implementation of the share purchase as
       aforesaid, the Purchasers shall promptly destroy any and all
       records, and copies thereof, obtained from the VOGEL-PUMPEN
       Companies in the course of its review of the VOGEL-PUMPEN
       Companies, including but not limited to the due diligence
       review, and any notes and other documents made in the course
       of or as a result of such review and/or based on information
       received from the Sellers and/or the VOGEL-PUMPEN Companies in
       connection with the contemplated purchase of the Shares. The
       Purchasers shall, furthermore, not make use of any
       confidential information obtained from the Sellers, the VOGEL-
       PUMPEN Companies and/or their advisors because of or in
       connection with such share purchase.
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                                   SECTION III
                                 PURCHASE PRICE

3.1    The purchase price for 100 % of the Shares shall be ATS
       184,980,595.00 (one hundred eighty four million nine hundred
       eighty thousand five hundred ninety five Austrian schillings)
       ( "the Purchase Price") and shall be paid on or before the
       Closing Date clear and free of any deductions, withholdings or
       setoffs, in cash, by banker's check or in any other manner
       agreed to by the Sellers, as follows:

       (a)   ATS 159,220,595.00 (one hundred fifty-nine million two
             hundred twenty thousand five hundred ninety-five Austrian
             schillings). This portion of the Purchase Price shall be
             paid by the Purchasers on or before the Closing Date to
             the Sellers in the following amounts:

       (1)  Ing. Gerhard Vogel                   ATS 39,805,148.75 (25 %)
       (2)  Hermine Vogel                        ATS 39,805,148.75 (25 %)
       (3)  Lauermann Familien-                  ATS 79,610,297.50 (50 %)
            Privatstiftung

       (b)   ATS 25,760,000.00 (twenty-five million seven hundred
             sixty thousand Austrian schillings) shall be remitted by
             the Purchasers on or before the Closing Date to the
             escrow account with the Escrow Agent ("the Escrow
             Account") set up in accordance with the Escrow Agreement.

       The agreement of  the parties on the Purchase Price was based
       on the assumption that payment of the Purchase Price will be
       made with a value date not later than September 30, 1994. 
       Consequently, if the closing does not take place on or before
       September 30, 1994 the Purchase Price shall bear interest at
       a rate per annum equal to the Secondary Market Rate for
       "Einmalemissionen" as monthly published by the Austrian
       National Bank under item 5.4 of the "Statistische
       Monatsberichte" and which shall accrue as from the
       aforementioned value date until November 30, 1994, inclusive,
       such interest to be paid at the same time as the Purchase
       Price and pursuant to sub-section a) above.

       The Purchasers shall be jointly and severally liable for the
       payment of the Purchase Price.

3.2    The parties hereto shall sign and execute the Escrow Agreement
       prior to the Closing Date on mutually acceptable terms and
       conditions.
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       The portion of  the Purchase Price on the Escrow Account shall
       be due and payable as set forth in sub-section 5.6.

       Interest accruing on the Escrow Account shall be due to the
       Sellers pro rata their present shareholdings in the Company
       and shall be paid to them promptly upon crediting of same to
       the Escrow Account.

       The parties, acting in good faith, shall agree on a form of
       investment of the amount from time to time credited to the
       Escrow Account that takes into account both the interest of
       the Sellers to maximize the amount of interest and the
       interest of the Purchasers to be reimbursed without undue
       delay any justified claim for breach of the Sellers'
       Warranties.

       The Sellers shall be free to substitute any amount to be paid
       from the Escrow Account to the Purchasers pursuant to the
       provisions of sub-section 5.6 by funds in an equal amount from
       other sources in which case a corresponding amount shall be
       released, and paid to them, from the Escrow Account
       immediately upon maturity of funds on the Escrow Account that
       have been invested for a fixed period of time and that
       therefore were not immediately available for settlement of a
       justified claim of the Purchasers.


<F50>
                                   SECTION IV
                   BUSINESS OPERATIONS UNTIL THE CLOSING DATE

4.1    For the time between the signing of this Agreement and the
       Closing Date, the Sellers, in their capacity as sole
       shareholders of VOGEL-PUMPEN, or as the case may be, as
       managing directors or members of the managing boards of the
       VOGEL-PUMPEN Companies, undertake to procure that the business
       operations of all VOGEL-PUMPEN Companies shall remain in each
       and every aspect  (in particular as regards personnel,
       finance, accounting, etc.) within the scope of the business
       operations undertaken until the signing date and within the
       scope of the operations typical of an enterprise of the
       VOGEL-PUMPEN Companies (except for the divesting of the
       FRIGOPOL Business and the consequences arising therefrom).
       None of the VOGEL-PUMPEN Companies shall enter into legal
       transactions or other business transactions going beyond that
       scope without having obtained the Purchasers' prior written
       consent, it being agreed that the Purchasers will not
       unreasonably withhold their consent. In particular, but
       without prejudice to the generality of the foregoing, any of 
       the following matters require the prior consent of the
       Purchasers:

       4.1.1       any shareholders' resolution, be it adopted at a
                   shareholders' meeting of any of the VOGEL-PUMPEN
                   Companies or by means of a written vote;

       4.1.2       any hidden or open distribution of profits;

       4.1.3       the alienation or encumbrance of assets of any of 
                   the VOGEL-PUMPEN Companies, unless such assets are
                   not of a material value;

       4.1.4       the issuance of guarantees or undertakings of
                   indemnification in excess of ATS 2,000,000.00;

       4.1.5       the conclusion of legal transactions going beyond
                   the ordinary scope of business, involving an amount
                   of more than ATS 2,000,000.00;

       4.1.6       the conclusion of long-term contracts that cannot
                   be terminated legally at six months' notice
                   maximum, without material adverse legal
                   consequences for the VOGEL-PUMPEN Company
                   concerned;

       4.1.7       the acquisition and alienation as well as any other
                   disposition of shares and investments of whatever
                   kind, including, without being limited to, shares
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                   and investments in corporations, partnerships,
                   joint ventures, funds, trusts, foundations or the
                   like;

       4.1.8       the borrowing of money for a term exceeding 12
                   months or ATS 2,000,000.00;

       4.1.9       the appointment of general agents or "Hand-
                   lungsbevollmachtigte" (persons holding a commercial
                   power of attorney pursuant to sec. 54 of the
                   Austrian Commercial Code), or the promising of
                   executive positions in any of the VOGEL-PUMPEN 
                   Companies to present employees or newly recruited
                   persons;

       4.1.10      the giving of notice to, dismissal of, or approval
                   of the termination by mutual agreement of,
                   employees of any of the VOGEL-PUMPEN Companies who
                   are essential for the normal conduct of business
                   and who cannot be easily replaced within a short
                   period of time;

       4.1.11      the hiring of employees except under the terms and
                   conditions usually agreed to by the VOGEL-PUMPEN
                   Companies;

       4.1.12      the conclusion of agreements with the works council
                   or interest groups;

       4.1.13      the acquisition, alienation or encumbrance of real
                   property;

       4.1.14      the termination or violation of any significant
                   business relationship or contract involving an
                   amount in excess of ATS 2,000,000.00;

       4.1.15      the agreement, conditionally or otherwise, to do
                   any of the acts referred to in sub-sections 4.1.1
                   through 4.1.14.

4.2    If and when a matter or issue arises that would require the
       Purchasers' consent pursuant to sub-section 4.1, the Sellers
       shall notify the Purchasers thereof without delay and, if the
       Purchasers refuse to consent to the act or measure proposed by
       the Sellers, the Sellers shall refrain therefrom and/or shall
       procure that the VOGEL-PUMPEN Company concerned does not take
       such act or measure (either). The Purchasers shall give or
       deny their consent as aforesaid within a reasonable time.  The
       Sellers shall be authorized, however, to take any action
       necessary to prevent disadvantages for any of the VOGEL-PUMPEN
       Companies, if the urgency of the matter does not allow to wait
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       for the Purchasers' response or if such response is not given
       in time ("deemed consent of the Purchasers").

4.3    The Sellers shall immediately notify the Purchasers in writing
       of any matter or issue which arises or becomes known to the
       Sellers between the date of the signing hereof and the Closing
       Date and which constitutes, or would constitute after the
       Closing Date, a breach of the Sellers Warranties or of other
       representations, warranties, undertakings or obligations
       assumed in this Agreement.

4.4    The Sellers shall procure that the Frigopol Business will
       effectively be divested on or prior to the Closing Date by
       contribution of the Frigopol Business into Frigopol
       Kaltemaschinen GmbH and subsequent sale of the shares in such
       company to one or more of the Sellers against a consideration
       of ATS 1.00. The contractual arrangements in this connection
       shall provide that all present and future liabilities related
       to the Frigopol Business shall be assumed by Frigopol
       Kaltemaschinen GmbH, except as explicitly set forth herein.
       The Sellers herewith warrant that the shareholders of Frigopol
       Kaltemaschinen GmbH shall provide such company with sufficient
       financing in order to enable such company to meet at all times
       its obligations to indemnify VOGEL-PUMPEN against any and all
       liabilities arising from the Frigopol Business. For the
       avoidance of doubt the liability of  the Sellers out of the
       above warranty shall not be subject to any of  the limits on
       liability set forth in Section 5. The Purchasers shall cause
       VOGEL-PUMPEN to enable the Sellers and/or their advisors to
       assume the defence of any claims. The provisions of sub-
       section 5.6 shall apply mutatis mutandis.

       In view of the difficulty to identify exactly those supplies
       already made from third party suppliers that are attributable
       to the Frigopol Business, the parties have agreed that the new
       owner of the Frigopol Business shall assume and repay loans
       presently extended to the Company in an amount equal to the
       value of supplies made and remaining unpaid, attributable to
       the Frigopol Business, and that the Company will continue to
       assume, and will settle, the corresponding claims of the
       suppliers. The details thereof are set out in Annex 1.1.a. The
       Sellers shall therefore indemnify and hold harmless the
       Company and the Purchasers against any loss, costs and
       expenses resulting from a breach of the undertaking to assume
       and repay the loans as aforesaid, and the Purchasers shall
       indemnify and hold harmless the Sellers and/or the new owner
       of the Frigopol Business against any loss, costs and expenses
       resulting from a breach of the Company' s obligation to 
<F50>
       finally settle the aforesaid suppliers' claims without any
       recourse of either the Company or the Purchasers to the
       Sellers and/or the new owner of the Frigopol Business.

       Following the divesting of the Frigopol Business the Company
       shall continue to perform and/or undertake certain services,
       works and supplies for the Frigopol Business to the extent and
       basically within the scope such services, works and supplies
       have been performed so far (e.g., accounting services).  The
       Company will charge for such services, works and supplies at
       cost, without adding a profit margin, provided that (a)
       services shall be provided at cost  (i.e.,  costs of
       personnel) up to a maximum amount of ATS 1,000,000.00 per
       calendar year and  (b)  works and supplies (e.g., supply of
       engines, manufacturing works = "Lohnarbeit") shall be
       performed at cost on the same basis presently existing and as
       defined in Annex 1.1.a up to a maximum amount of ATS
       9,000,000.00 and for a maximum period until December 31, 1995.
       Services, supplies and works in excess of the above limits
       shall be performed and/or undertaken at market rates. The
       details will be set out in an agreement to be entered into by
       the Company and the new owner of the Frigopol Business with
       the approval of the Purchasers, such approval not to be
       unreasonably withheld. Said agreement will also deal with the
       time period during which said services will be performed.
<F50>
                                    SECTION V
                         WARRANTIES AND REPRESENTATIONS

5.1    In connection with the formation of this Agreement, the
       Purchasers and the Sellers each represent and warrant to the
       other(s) as follows:

       a)    Goulds Pumps Ltd. is a corporation duly organized,
             validly existing and in good standing under the laws of
             England and has all requisite corporate power and
             authority to own, operate or use all of its properties
             and assets and, within the applicable laws, to carry on
             its business as now being conducted; Goulds Pumps GmbH
             has been duly registered with the Companies Register at
             the Commercial Court Vienna.

       b)    neither the execution nor the performance of this
             Agreement is subject to further corporate-law or other
             approvals; the execution, delivery and performance by the
             approvals; the execution, delivery and performance by the
             Purchasers of this Agreement and the consummation by it
             of the transactions contemplated hereby have been duly
             authorized, and no other action on the part of the
             Purchasers is necessary for the execution, delivery and
             performance by the Purchasers of this Agreement and the
             consummation by them of the transactions contemplated
             hereby.  This Agreement has been duly executed and
             delivered by the Purchasers and is a legal, valid and
             binding obligation of the Purchasers, enforceable against
             the Purchasers in accordance with its terms;

       c)    neither the execution nor the performance of this
             Agreement violates (i) the applicable articles of
             association or any other applicable legal provisions;
             (ii) any judgment, court order or decree applicable to
             the Sellers or the Purchasers; or (iii) a contract or
             other legal instrument to which the Sellers or the
             Purchasers are a party or by which any of their property
             is bound; 

       d)    all statutorily required notices, notifications, consents
             and approvals necessary for the entry into and
             performance of this Agreement have already been procured
             or will be procured or made by the Closing Date;

       e)    there is no administrative or court proceeding or
             arbitration case pending or threatened which might
             considerably impair the performance of this Agreement by
             any of the contracting parties.
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5.2    In connection with the sale of the Shares agreed upon herein
       the Sellers represent and warrant vis-a-vis the Purchasers as
       set forth below:

       a)    The Sellers and/or the respective VOGEL-PUMPEN Company
             hold(s) exclusive and unrestricted title, free from any
             encumbrances, to the Shares and all direct and indirect
             shareholdings of VOGEL-PUMPEN in the VOGEL-PUMPEN
             Companies on the day of the signing of this Agreement and
             also on the Closing Date.  All said Shares or share
             quotas and shareholdings have been fully paid up either
             in cash or in kind.  As of the Closing Date, VOGEL-PUMPEN
             directly or indirectly holds 100 % of the shares in
             Ochsner Prozebtechnik GmbH, Linz.  The Company holds only
             a 76 % participation in Ochsner Prozebtechnik GmbH & Co
             KG in Liqu..

             There are no rights or claims of third parties whatsoever
             pertaining to any of the aforementioned shares nor are
             there any preemptive rights of take-over, rights to
             conversion, options or other rights similar to these from
             an economic or legal point of view as regards the VOGEL-
             PUMPEN Companies.

       b)    All VOGEL-PUMPEN Companies are enterprises duly
             established and validly existing under the law of their
             incorporation, except those companies that are in the
             process of being liquidated and dissolved.

       c)    The Financial Statements have been established in
             accordance with generally accepted Austrian accounting
             principles ("AGAAP") as specified by the Accounting
             Principles (Annex 1.1.c); they are complete and correct. 
             The valuation of the items of property and liabilities
             reported in the balance sheets are correct, accurately
             reflect the value of the assets and liabilities of the
             VOGEL-PUMPEN Companies and are in accordance with the
             uniformly applied AGAAP and the Accounting Principles. 
             As of March 31, 1994, there exist in particular no
             liabilities that should have been included in the
             Financial Statements pursuant to AGAAP and the Accounting
             Principles, but effectively have not been accounted for. 
             The Sellers do not warrant, for the avoidance of doubt,
             the collectibility of any accounts receivable or the
             merchantability of the particular items of the assets or
             the inventory nor the proper valuation of the inventory.
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       d)    Since the balance sheet date, i.e., March 31, 1994, until
             the Closing Date there have been no material adverse
             changes in the consolidated net asset value of the VOGEL-
             PUMPEN Companies and in the financial standing of the
             VOGEL-PUMPEN Companies so that the continuity of the
             companies as regards their property structure, capital
             structure and operating profit is and will be ensured. 
             This warranty does not include, however, for the
             avoidance of doubt, negative consequences, if any, for
             the VOGEL-PUMPEN Companies resulting from the
             notification of the public of the intent of the Sellers
             to sell, and of the Purchasers to buy, the Shares nor the
             costs and expenses incurred by any or all of the VOGEL-
             PUMPEN Companies in connection with the preparation,
             negotiation and signing of this Agreement.  For the
             avoidance of doubt it is agreed that the difference
             between the consolidated net asset value resulting from
             the Financial Statements and the consolidated net asset
             value resulting from the interim financial statements as
             per July 31, 1994 does not constitute a material adverse
             change in the above meaning.

       e)    No distribution of profits has been made since March 31,
             1994 until the date of the signing hereof.  

       f)    The VOGEL-PUMPEN Companies are owners of the entire
             moveable and immovable property appearing in the
             Financial Statements, to which the individual VOGEL-
             PUMPEN Companies hold free and unrestricted title and
             which are not encumbered with any rights of third
             parties, except for the charges and encumbrances listed
             in Annex 5.2.f.

       g)    All plant and equipment of the VOGEL-PUMPEN Companies are
             in an useable state of repair, normal wear and tear since
             the time of the Purchasers' inspection of such plant and
             equipment excepted.

       h)    There are no claims of third parties vis-a-vis the VOGEL-
             PUMPEN Companies, except for claims that have arisen in
             the ordinary and regular course of business and which
             were correspondingly taken into account in the Financial
             Statements on the basis of the AGAAP and the Accounting
             Principles, nor have such extraordinary claims of third
             parties arisen between March 31, 1994 and the date of the
             signing hereof, except as listed in Annex 5.2.h.  All
             agreements in existence as of the Closing Date between
             any of the VOGEL-PUMPEN Companies and a company
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             controlled by any of the Sellers have been concluded on
             an arm's length basis, except as disclosed in Annex
             5.2.h.  In view of the provisions of sub-section 4.4
             above, the foregoing warranty does not apply, however,
             with respect to the Frigopol Business and/or the new
             owner thereof.

       i)    Until the date of the signing hereof, the VOGEL-PUMPEN
             Companies have timely and accurately filed and provided
             all returns and information to be made and given under
             the applicable tax laws or requested from the tax
             authorities and have properly taken them into account in
             the Financial Statements.  All taxes that are assessed on
             an annual basis and that are attributable to the fiscal
             years preceding or ending on March 31, 1994 either have
             been paid or have been sufficiently reserved for in the
             Financial Statements.  As of the Closing Date there
             remain no taxes unpaid that are payable as a one-time
             payment (e.g., documentary stamp taxes, capital transfer
             taxes), except for taxes of this kind that become payable
             as a result of transactions permitted to be undertaken or
             carried on pursuant to the provisions of Section IV.
             above.

       j)    The VOGEL-PUMPEN Companies have obtained from the
             authorities all permits and approvals required for their
             operation.  Those permits and approvals validly exist.

             The VOGEL-PUMPEN Companies have complied with all orders,
             requests or decrees issued to them by any competent
             authority under environmental protection law.  None of
             the Sellers is aware of any proceedings for compliance
             with or violation of applicable environmental protection
             laws and regulations and none is aware that any such
             proceedings are threatening.  All permits and approvals
             under applicable environmental protection laws necessary
             for the operation of the VOGEL-PUMPEN Companies have been
             obtained and validly exist.  To the extent a VOGEL-PUMPEN
             Company incurs costs for preventive measures and/or
             clean-up costs ("Sicherungs- und Sanierungsaufwand") due
             to environmental regulations, the Sellers shall bear
             and/or reimburse to the respective company 50 % (fifty
             percent) of such costs up to a maximum of ATS
             11,000,000.00 (eleven million Austrian schillings).

             As regards the real estates EZ 201 and EZ 679, which are
             still registered in the name of Ochsner Prozesbtechnik
             GmbH & Co KG in Liqu., the declaration by 
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             Raiffeisenlandesbank Oberosterreich reg. GenmbH, dated
             May 4th, 1994, to hold such company harmless, inter alia,
             against the clean-up of contaminations is a validly
             existing obligation of Raiffeisenlandesbank
             Oberosterreich reg. GenmbH.

       k)    As of the date of the signing hereof there are no labor-
             law agreements, including plant or other agreements with
             employees' representatives or trade unions (except
             applicable collective bargaining agreements), other than
             those listed in Annex 5.2.k. Annex 5.2.k also lists all
             fringe benefit and pension schemes.

       l)    Prior to the signing of this Agreement, the Sellers
             disclosed or granted inspection of all contracts relating
             to the VOGEL-PUMPEN Companies which are of essential
             impact on the business operations of the individual
             companies.

       m)    All VOGEL-PUMPEN Companies have insurance, including
             product liability insurance, in such amount and covering
             such risks as is necessary for their operation.

       n)    Apart from the proceedings outlined in Annex 5.2.n, there
             are no proceedings before courts, arbitral tribunals or
             administrative authorities pending, or threatened against
             the VOGEL-PUMPEN Companies that involve an amount or
             value in excess of ATS 500,000 per case.

       o)    The VOGEL-PUMPEN Companies hold good an valid title
             and/or licences to the industrial property rights,
             including, without being limited to, patents, trademarks,
             rights in design and copyrights, that are necessary to
             conduct their business as presently conducted.  Licences
             have been granted to any or all of the VOGEL-PUMPEN
             Companies with respect to the patents held by certain
             Sellers which licences shall survive the Closing Date for
             an indefinite period of time and shall be without
             obligation to the VOGEL-PUMPEN Companies to pay royalties
             to the respective Seller.

       With respect to those VOGEL-PUMPEN Companies that are in the
       process of being liquidated and dissolved, the above
       representations and warranties are given with the proviso that
       they shall apply with respect to such companies only to the
       extent reasonably practicable, taking into account their
       present state of liquidation.
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5.3    The Purchasers' remedies in case of a breach of any
       representation or warranty expressly or impliedly given or
       made by the Sellers hereunder shall be limited to a subsequent
       corresponding reduction, and refund, of the Purchase Price. 
       Any liability of the Sellers for breach of any or all of the
       Sellers' Warranties shall therefore be limited, in the
       aggregate, to an amount equal to the Purchase Price.

       In the event of a violation of any of the Sellers' Warranties,
       the Sellers shall refund an amount to the Purchasers which
       would be necessary to indemnify and hold the affected VOGEL-
       PUMPEN Company/Companies harmless against any damage or loss
       suffered by it in consequence of the breach of any of the
       Sellers' Warranties, such amount(s) not to exceed, however,
       the claim limit as defined in sub-section 5.5 below.  Tax
       benefits arising to that VOGEL-PUMPEN Company in consequence
       of the non-observance of such Sellers' Warranties shall be
       deducted from the loss or damage incurred, unless the tax
       benefit will consist in the deferral of such tax only. 
       Consequently, in case the profit for tax purposes would be
       increased, in particular as a result of a tax audit, then such
       profit shall be set off against tax loss carry forwards, if
       any.  Should a tax audit result in the request of the tax
       authorities to capitalize certain expenses and should, as a
       consequence thereof, such capitalizations lead to the
       possibility of depreciations in the succeeding years, any
       payments requested by the tax authorities at the outcome of
       the tax audit as a result of such capitalizations shall not be
       deemed to be liabilities of the Sellers under the tax
       warranty, but shall be borne by the VOGEL-PUMPEN Companies.

       The Sellers shall not be under any liability whatsoever in
       respect of any claim in relation to a breach of any of the
       Sellers' Warranties:

       a)    if and to the extent that a claim arises from a voluntary
             act or transaction carried out after the Closing Date by
             any VOGEL-PUMPEN Company or the Purchasers, unless such
             act or transaction is based on a legally binding
             obligation by the respective VOGEL-PUMPEN Company entered
             into on or prior to the Closing Date; or 

       b)    if and to the extent that a claim arises from an act or
             omission compelled by law after the Closing Date or as a
             result of the passing of an enactment or other government
             regulation with retrospective effect or of the
             introduction of or of any changes in law or of any
             changes in the prevailing interpretation of the law after
             the Closing Date; or

<F50>
       c)    if and to the extent that a claim arises from any matter
             or thing either provided for or required by this
             Agreement or an act or omission by or occurring at the
             written request or with the prior written consent of the
             Purchasers or from a change of accounting policy or
             practise of the Purchasers or any VOGEL-PUMPEN Company or
             an act or omission permitted to be done by any of the
             VOGEL-PUMPEN Companies as a consequence of the
             Purchasers' consent within the meaning of the provisions
             of sub-section 4.2 above; or

       d)    to the extent that the damage or loss which is the
             subject of the claim has been or is made good or is
             otherwise compensated for without cost to the Purchasers
             or any VOGEL-PUMPEN Company.

       e)    to the extent that the damage or loss became apparent
             during the Purchasers' financial due diligence and is
             reflected in the interim financial statements as per July
             31, 1994 and served as argument for reducing the Purchase
             Price during the final negotiations, the burden of proof
             being with the Sellers.

       Unless otherwise provided herein, all representations and
       warranties contained herein are valid both on the date of
       signing hereof and on the Closing Date.  Deviations on the
       Closing Date from the date of the signing hereof shall be
       permissible to the extent the measure leading to such
       different fact situation was taken with the Purchasers' actual
       written consent or was permitted to be done pursuant to the
       provisions of sub-section 4.2 above.

5.4    Unless specifically stipulated otherwise, the claims of the
       Purchasers under the Sellers' Warranties shall become statute-
       barred eighteen (18) months after the Closing Date, with the
       exception of (a) claims due to tax liabilities, if any, of the
       VOGEL-PUMPEN Companies pursuant to sub-section 5.2 (i) above
       ("the Tax Warranty"), and (b) the environmental warranty
       pursuant to sub-section 5.2.(j) above ("the Environmental
       Warranty").

       The warranty period for the claims under the Tax Warranty
       shall expire thirty-six (36) months following the date of
       filing of the last of the VOGEL-PUMPEN Companies' income tax
       returns for the fiscal year 1993/94, it being understood that
       (i) the above tax warranty will cover the results of any
<F50>
       tax audit officially initiated (or notified in advance
       pursuant to sec. 148 para 5 Federal Tax Procedure Code) prior
       to the lapse of the above 36-months period, regardless of the
       termination of such audit and the ensuing proceedings, if any,
       provided that the Purchasers notify the Sellers of the
       commencement of such tax audit prior to the lapse of such
       period and (ii) the management of the VOGEL-PUMPEN Companies
       shall be free to determine the time for filing the above
       income tax returns, irrespective of past practice.

       The warranty period for claims under the Environmental
       Warranty shall expire five (5) years after the Closing Date.

       The Purchasers must raise their claims (together with
       reasonable substantiation) in writing within 60 (sixty) days
       after discovering a fact which gives raise to a claim, but in
       any case before the end of the warranty period and must,
       furthermore, initiate arbitration proceedings within a further
       period of twelve months if no agreement with the Sellers is
       reached on such claims in order not to have their claims
       statute-barred.

5.5    Claim limit:

       The sellers shall not be jointly, but only severally liable
       for any claims raised by the Purchasers out of this Agreement,
       each seller pro rata its present shareholding in the Company.

       The aggregate liability of the Sellers taken together shall be
       limited (i) to 14 % (fourteen percent) of ATS 184,000,000.00,
       i. e., ATS 25,760,000.00, for claims duly notified to the
       Sellers within twelve months following the Closing Date, and
       (ii) to 7 % (seven percent) of ATS 184,000,000.00 i.e.,
       12,880,000.00, for claims duly notified to the Sellers after
       the twelfth, but on or before the last day of the eighteenth
       month immediately following the Closing Date, it being
       understood that the aggregate liability of the Sellers with
       respect to both categories of claims as aforesaid shall not
       exceed ATS 25,760,000.00.  Notwithstanding the above, the
       above claim limit shall not apply to claims relating to
       unrestricted title to the Shares and the existence of the
       VOGEL-PUMPEN Companies (sub-sections 5.2.a and b) and the tax
       warranty pursuant to sub-section 5.2(i) above where the
       aggregate maximum liability shall be the ATS 184,000,000.00. 
       When calculating the above limit, the claims not having such
       a limit shall not be taken into consideration.

<F50>
       Furthermore, the above claim limit of 14%/7% shall not apply 
       to claims under the Environmental Warranty, where the claim
       limit shall be 5.5% of ATS 184,000,000.00, i.e., ATS
       10,120,000.00.  For the avoidance of doubt, claims under the
       Environmental Warranty shall be dealt with separately, as far
       as the Claim Limit is concerned, from other claims for breach
       of warranties.  Consequently, the claim limit for those two
       kinds of claims shall be separate.

       No claim shall be brought against the Sellers nor shall the
       Sellers be liable to the Purchasers in respect of a breach of
       any of the Sellers' Warranties unless the aggregate amount of
       the liability of the Sellers for all such claims exceeds ATS
       1,200,000.00 and then in respect of just the excess over ATS
       1,200,000.00.

       The above provisions shall, however, not apply with respect to
       claims under the Environmental Warranty where no minimum
       threshhold is applicable.

5.6    Any claims of the Purchasers for breach of the Sellers'
       Warranties (except for claims under the Environmental
       Warranty) shall as a rule be satisfied from the portion of the
       Purchase Price deposited on the Escrow Account pursuant to
       sub-section 3.1 (b).  Consequently, the Escrow Account shall
       not secure claims under the Environmental Warranty and the
       release of funds on the Escrow Account (as specified below)
       shall not be prevented or impaired by any claim under the
       Environmental Warranty or by any dispute with respect to such
       claims.  Each claim of the Purchasers must be reasonably
       substantiated.  The Purchasers shall provide the Sellers and,
       at their request, their advisors will all information they may
       reasonably request in order to ascertain the validity of such
       claims.  The Purchasers shall, furthermore, grant the Sellers
       and their advisors all access to the books and records of the
       VOGEL-PUMPEN Companies that they may reasonably request in
       order to examine such claims.  At the request of the Sellers,
       the Purchasers shall enable the Sellers and/or their advisors
       to assume the defence of any claims and in any proceedings
       brought against the VOGEL-PUMPEN Companies and which are the
       subject of a claim for breach of the Sellers' Warranties, in
       particular tax proceedings, and to file any submissions and
       appeals that the Sellers and/or their advisors may deem
       advisable or appropriate.  The Purchasers shall cause the
       VOGEL-PUMPEN Companies to sign and execute any and all
       documents, including but not limited to powers of attorney to
       the Sellers and/or their advisors, deemed necessary or
       advisable by the Sellers in this respect.
<F50>
       The Sellers shall notify the Purchasers within a reasonable
       time whether and to which extent they accept a claim raised by
       the Purchasers. With respect to any amount accepted by the
       Sellers to be justified, the Sellers shall issue a
       confirmation in writing which confirmation shall be deemed to
       be the authorization for the Escrow Agent to release and
       disburse such amount to the Purchasers from the portion of the
       Purchase Price remaining on the Escrow Account.

       At the end of 54-week period immediately following the Closing
       Date the Escrow Agent shall release, and pay to the Sellers in
       proportion to their present shareholding in the Company, from
       the portion of the Purchase Price initially deposited on the
       Escrow Account an amount equal to the balance of (a) 50 % of
       such initially deposited amount and (b) the aggregate of the
       amounts with respect to which the Escrow Agent has received
       (i) a written confirmation by the Sellers agreeing to release
       to the Purchasers a specified amount in settlement of a
       justified claim of the Purchasers or (ii) written evidence
       that the Purchasers have duly notified the Sellers of a claim
       in such amount for breach of the Sellers' Warranties.

       At the end of a 18-month plus two weeks period immediately
       following the Closing Date the Escrow Agent shall release, and
       pay to the Sellers in proportion to their present shareholding
       in the Company, from the portion of the Purchase Price
       initially deposited on the Escrow Account and remaining after
       the lapse of the above 54-week period, an amount equal to the
       balance of (a) such remaining amount and (b) the aggregate of
       the amounts with respect to which the Escrow Agent has
       received (i) a written confirmation by the Sellers agreeing to
       release to the Purchasers a specified amount in settlement of
       a justified claim of the Purchasers or (ii) written evidence
       that the Purchasers have duly notified the Sellers of a claim
       in such amount for breach of the Sellers' Warranties.

       Any amounts corresponding to amounts with respect to which the
       Escrow Agent has received evidence of a duly notified claim by
       the Purchasers shall continue to be held in escrow until the
       Escrow Agent either has received written confirmation from the
       Sellers agreeing to release a specified amount to the
       Purchasers or, but not later than 31 months immediately
       following the Closing Date, reasonably satisfactory evidence
       that the Purchasers have initiated arbitration proceedings
       pursuant to this Agreement for a specified amount.  Any
       amounts with respect to which the Escrow Agent shall not have
       received a confirmation or evidence as aforesaid shall be
       released by the Escrow Agent to the Sellers after the lapse of
       a 31-month plus one week period following the Closing Date in
       proportion to the present shareholdings of the Sellers in the
       Company.
<F50>
       Any amounts retained by the Escrow Agent as a consequence of
       its notification of the initiation of arbitration proceedings
       shall either be paid to the Purchasers upon presentation of a
       final arbitral award confirming that the Purchasers' claims
       were justified, and in the amount set forth in such award, or,
       alternatively, to the Sellers upon presentation of a final
       arbitral award rejecting the Purchasers' claims in whole or in
       part (in the latter case only with respect to such amount not
       awarded to the Purchasers) in proportion to their present
       shareholdings in the Company.

       Any acceptance by the Sellers of a claim raised by the
       Purchasers and/or any confirmation to release an amount to the
       Purchasers from the Escrow Account shall be deemed validly
       given only if duly signed by all the Sellers (or their
       successors in law).

       The fees and expenses of the escrow Agent for maintaining and
       operating the Escrow Account and for performing the
       obligations set forther herein and in the Escrow Agreement
       shall be borne one half by the Purchasers and one half by the
       Sellers.

       In case arbitration proceedings with respect to a claim of the
       Purchasers are commenced and an arbitral award rendered in
       such proceedings and such award challenged on the ground of
       Sec. 595 (1) fig.7 of the Austrian Code of Civil Procedure,
       ("Wiederaufnahmsklage") such action shall not be a cause for
       not releasing any amounts remaining on the Escrow Account to
       the Sellers if such amounts were due to them pursuant to such
       arbitral award.
<F50>
                                   SECTION VI
                                   MANAGEMENT

It is in the joint interest of the contracting parties that the
Sellers, insofar as they have been involved in the management of
the VOGEL-PUMPEN Companies up till now, continue their activities
within the Goulds Pumps Group.  Accordingly, the existing employ-
ment contracts shall be terminated as of the Closing Date and all
payments due to the existing managing directors shall be paid to
them by the Company.  New service contracts shall be negotiated in
good faith and shall be signed on or before the Closing Date.  The
Purchasers agree that such Sellers shall be authorized to devote a
reasonable amount of time to the management of the company
carrying on the Frigopol Business.
<F50>
                                   SECTION VII
          CONDITIONS PRECEDENT TO TRANSFER OF OWNERSHIP AND PAYMENT OF
                           PURCHASE PRICE ("CLOSING")

The obligation of the Sellers to transfer ownership to the Shares
to the Purchasers and the obligation of Purchasers to pay the
Purchase Price to the Sellers are subject to the satisfaction, at
or prior to the Closing Date, of each of the following conditions
precedent unless compliance with such condition precedent is waived
by the parties to the benefit of which such condition was included. 
Each party shall use best efforts to meet or cause to be met all
conditions precedent within its own sphere of influence or that are
to be fulfilled by it.

7.1    Specific conditions to be fulfilled by the Sellers

A)     At the Closing, the Sellers shall deliver to the Purchasers:

       a)    the resignations of the members of the Supervisory Board
             of the Company referred to in Section 8.2;

B)     On or before the Closing Date the Sellers shall deliver to the
       Purchasers

       a)    evidence of the completion of the divestiture of the
             Frigopol Business as specified in sub-section 4.4.;

       b)    evidence of the completion of the sale of land specified
             in sub-section 8.1.

7.2    Specific conditions to be fulfilled by the Purchasers

A)     At the Closing, the Purchasers shall deliver to the Sellers:

       a)    releases of the Sellers for any personal liability
             assumed by any of them for indebtedness of any or all of
             the VOGEL-PUMPEN Companies towards credit institutions,
             leasing companies and "Beteiligungsfondsgesellschaften".

B)     On or before the Closing Date, the Purchasers shall deliver
       to the Sellers

       a)    certified resolutions of the Board of Directors of Goulds
             Pumps, Ltd., authorizing and approving the execution,
             delivery and performance of this Agreement and all other
             documents and agreements to be executed and delivered by
             Goulds Pumps Ltd. in connection herewith;
<PAGE>
       b)    an opinion of English counsel to Goulds Pumps Ltd., in
             the form attached as Annex 7.3.c;

7.3    Specific conditions requested by the Purchasers

       On or before the Closing Date, the Purchasers shall have
       received:

       a)    approval by the board of directors of Goulds Pumps, Inc.
             of the transaction contemplated by this Agreement.

7.4    Specific conditions to be fulfilled by Sellers and Purchasers

       a)    conclusion of the Escrow Agreement
<F50>
                                  SECTION VIII
                         CERTAIN ACTIONS BEFORE CLOSING

8.1    Prior to the Closing Date, the Sellers shall cause VOGEL-
       PUMPEN to sell to some or all of the Sellers the piece of land
       registered with the land register under file no. EX 5075 of
       the land register of 11142 Stockerau. The purchase price shall
       be ATS 980,595.00.  The transfer costs, including but not
       limited to land transfer tax, registration fees and legal
       fees, shall be borne by VOGEL-PUMPEN.  VOGEL-PUMPEN shall also
       bear the costs of erecting a fence at the border of this piece
       of land and the present site of VOGEL-PUMPEN, such cost not to
       exceed ATS 2,800.00 per meter, excluding VAT.  The purchase
       contract for the land shall provide for a right of first
       refusal ("Vorkaufsrecht") to be granted to VOGEL-PUMPEN and to
       be registered in the land register in favour of VOGEL-PUMPEN.

8.2    Upon timely written request of the Purchasers, the Sellers
       will ensure that on the Closing Date the members of the
       Supervisory Board of the Company (to the extent they have not
       been appointed by the employees) have handed in their letters
       of resignation or that they are recalled.  The Purchasers
       undertake to ensure that such resigning persons will be
       released from their liability in the shareholders' meeting
       which addresses the financial statements of fiscal year
       1993/1994.

8.3    The financial statements for the fiscal year 1993/1994 will be
       formally approved prior to the Closing Date and a discharge of
       liability of the managing directors for the fiscal year
       1993/1994 will be voted for.

8.4    On or before the Closing Date the Purchasers shall cause the
       release of the Sellers for any personal liability assumed by
       any of them for indebtedness of any or all of the VOGEL-PUMPEN
       Companies towards credit institutions leasing companies and
       "Beteiligungsfondsgesellschaften" and shall, if necessary or
       requested, constitute adequate substitute security for the
       benefit of the persons or entities towards which any or all of
       the Sellers have assumed such securities in the past.

8.5    On or before the Closing Date the Sellers will provide the
       Purchasers with the following tax related documents:

       (a)   a signed copy of all statutory reports for the fiscal
             year 1993/1994;
<F50>
       (b)   signed copies of the income tax returns for all VOGEL-PUMPEN
       Companies for the fiscal year 1992/93, which shall be
       prepared, signed and filed by the respective companies prior
       to the Closing Date; and

       (c)  signed income tax returns for all VOGEL-PUMPEN Companies
       for the fiscal year 1993/94, which shall be prepared, signed
       and otherwise ready for actual filing in accordance with sub-
       section 5.4.
<F50>
                                   SECTION IX
                         APPLICABLE LAW AND ARBITRATION

9.1    This Agreement and any and all agreements and contracts
       entered into in connection herewith, including the following
       arbitration clause, shall be governed by Austrian law,
       excluding, however, its conflict of laws rules.

9.2    Submission to arbitration

       All disputes between or among the parties to this Agreement
       and/or the legal successors of the parties arising out of or
       in connection with this Agreement, including but not limited
       to any question regarding its existence, validity or
       termination, shall be finally settled, to the exclusion of
       proceedings before courts of law, under the Rules of
       Arbitration and Conciliation ("Vienna Rules") of the Inter-
       national Arbitral Center of the Federal Economic Chamber,
       Vienna (in the version in force at the time of the signature
       of this Agreement) by three arbitrators appointed in
       accordance with the said Rules.

9.3    Multi-party proceeding

       (a)   As more than two persons are party to this Agreement, it
             is expressly stipulated that more than one claimant
             and/or more than one defendant are permitted.

       (b)   For the purpose of the nomination of arbitrators, there
             is deemed to be only one claimant party and one defendant
             party, regardless of whether multiple parties appear. 
             Unless otherwise provided, the nomination and the
             appointment of arbitrators shall be made in accordance
             with the Vienna Rules, in particular their Section 10. In
             the event of conflicting legal acts by joint parties, the 
             provisions of the Austrian Code of Civil Procedure
             concerning the joinder of parties shall be applicable.

9.4    Place of arbitration

       (a)   The place of arbitration shall be Vienna, Austria.

       (b)   The arbitral tribunal is nevertheless authorized to carry
             out certain portions of the proceedings, for example
             meetings, hearing of witnesses, out-of- court viewing and
             the like, outside of the agreed upon place of
             arbitration, if the arbitrators so determine.
<F50>
9.5    Proceedings

       (a)   The proceedings shall be governed by the Vienna Rules. 
             The application of Section 595 (1) fig. 7 of the Austrian
             Code of Civil Procedure is not waived by the parties.

       (b)   The language of arbitration shall be English. The parties
             are nevertheless entitled to submit documents in the
             German language, if the document is originally in German,
             without having to provide a translation.  Nevertheless,
             the arbitrators may order the submitting party to provide
             an English translation.

       (c)   The losing party in the proceeding shall compensate the
             prevailing party for the costs of arbitration.  The
             arbitrators may determine the amount of said costs
             without taking any guidelines for fees or disbursements
             into consideration.  In case a party prevails only
             partially, the arbitrators are authorized to award a
             proportionate amount of the costs or arbitration to such
             party.

       (d)   Any award or other decision of the arbitral tribunal
             shall be made by a majority of the arbitrators.  In
             addition to making a final award, the arbitral tribunal
             shall be entitled to make interim, interlocutory or
             partial awards.  Procedural decisions may be taken and/or
             executed by the chairman alone provided he has consulted
             the other arbitrators (at least over the phone).
<F50>
                                    SECTION X
                               GENERAL PROVISIONS

10.1   Every assignment or transfer of the contractual rights or
       duties of any of the parties shall require the prior consent
       of the other parties.

10.2   All notices, notifications, returns, declarations and
       statements given and made hereunder to any other contracting
       party may be made by registered letter or by fax.  Stricter
       formal requirements contained herein for the issuance of
       specific statements or notifications shall not be affected
       thereby; such statements or notifications shall then be given
       by registered letter.  The notices of whatever kind shall be
       directed to the telefax numbers or postal addresses specified
       below, unless the contracting parties will have notified the
       other parties of different numbers or addresses to be
       applicable:

       for the Sellers:
                                    (a)Ing. Gerhard Vogel
                                       Wiesnerstrabe 10
                                       A-2000 Stockerau 
                                       Fax no. (43-2266) 626 388

                                    (b)Lauermann Familien-Privatstiftung
                                       Goldschmiedgasse 6
                                       A-1010 Vienna


       for the Purchasers:     Goulds Pumps GmbH,
                                    c/o Dorda, Brugger & Jordia
                                    Dr. Karl Lueger-Ring 12,     
                                    A-1010 Vienna, Austria
                                    Fax no. (+43-1) 533 47 97

10.3   Amendments to and modifications of this Agreement shall be
       valid only if executed in writing.  Any and all agreements
       between the contracting parties prior to the signing of the
       present Share Purchase Agreement become inoperative.

10.4   If any provision hereof is or becomes invalid, this shall not
       affect the other provisions hereof.  The invalid provision
       shall be replaced by a provision which, from its economic
       purpose and effect, comes as close as possible to the invalid
       provision and which is consistent with the original intent of
       the parties.
<F50>
10.5   The Purchasers shall bear the fees, expenses, taxes and
       charges, if any, incurred in connection with the
       transformation of the Company into a stock corporation and the
       transfer of the Shares contemplated herein, including but not
       limited to capital transfer taxes, stock exchange turnover tax
       and real estate transfer tax.

10.6   Notwithstanding anything to the contrary contained herein, the
       Purchasers may sell the Shares or transfer their rights under
       this Agreement to an affiliate in which case all references to
       "Purchasers" shall be deemed to mean such affiliate; provided,
       however, that such assignment or transfer shall not affect the
       Purchasers' obligations under this Agreement.  In case of the
       acquisition of the Shares by a nominee of the Purchasers, the
       Purchasers herewith irrevocably and unconditionally guarantee
       the performance of such nominee's obligations as acquiror of
       the Shares pursuant to this Agreement. No nominee or affiliate
       as aforesaid shall be acceptable to the Sellers, and no
       assignment and transfer as aforesaid shall be valid, unless
       such nominee, transferee or assignee has submitted in writing
       to arbitration pursuant to Section 9 above.

10.7   This Agreement shall be established in six counterparts, with
       one copy for each of the Sellers and one copy for each of the
       Purchasers.  The original language of this Agreement shall be
       the English language and an authenticated translation of this
       Agreement into the German language shall be enclosed to the
       Agreement.  In case of any discrepancies between the two
       versions, the English language version shall prevail.


Vienna, December 5, 1994


____________________________         ___________________________
Goulds Pumps GmbH                                          Goulds Pumps Ltd.



____________________________         ___________________________
Ing. Gerhard Vogel                   Lauermann         Familien-
                                     Privatstiftung


____________________________
Hermine Vogel
<F50>
                               SCHEDULE OF ANNEXES

Annex 1.1. a       Description of Frigopol Business
                     bFinancial Statements of the VOGEL-PUMPEN Companies
                     cAccounting Principles

Annex 5.2. f       Charges and Encumbrances to Movable and Immovable
                   Assets
                    - registered mortgages
                    - non-registered mortgages
                    - global assignment of accounts receivable

Annex 5.2. h       Extraordinary claims of third parties

Annex 5.2. k       Labor-law agreements, fringe benefits, pension
                   schemes

Annex 5.2. n       Proceedings pending before courts, arbitral
                   tribunals or administrative authorities
                   - Ochsner license / distribution agreements
                     termination

Annex 7.3. c       Form of legal opinion of U.K. counsel to the 
                   Purchasers

<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 19, 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.)
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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) December 5, 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  
                                              Identication 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
ITEM 2.      Acquisition of Assets

             Goulds Pumps, Inc. ("Goulds") completed the previously
             announced acquisition of all shares of Pumpenfabrik Ernst
             Vogel, AG ("Vogel"), the leading pump manufacturer in
             Austria with 1993 sales of $60 million.  Established in
             1909, Vogel has manufacturing facilities in Austria with
             sales branches throughout Austria and in Germany, Poland,
             and Hungary.

             The value of the transaction is approximately $51
             million, including approximately $34 million of debt
             which is being assumed.  The Company borrowed
             approximately $17 million from the Canadian Imperial Bank
             of Commerce to fund the transaction.  The transaction is
             not expected to be dilutive to earnings per share in 1995
             and will contribute positively thereafter.

             The Company believes that the Vogel acquisition is
             consistent with its strategic direction.  It provides the
             Company with a market leadership position in Austria and
             considerably strengthens the product portfolios of the
             Water Technologies Group and Industrial Products Group
             throughout Europe, including Central Europe.

             Vogel sells under three principal brand names in Austria
             and in the countries to which it exports.  Vogel Pumps is
             its main brand name and constitutes an excellent line of
             water pumps providing important upper end synergy with
             the Company's existing Goulds Pumps Europe-Lowara water
             pump line which experienced excellent sales growth within
             Europe, and abroad.  The product line sold under the
             Ochsner brand name provides a significant increase in the
             product offering and market presence for Goulds'
             industrial market position in Europe and is expected to
             provide important industrial pump synergies.  The product
             line sold under the Pantucek brand offers complete
             mechanical and electrical packages for municipal sewage
             systems and has significant potential in Central Europe
             and good demand in Western Europe.
ITEM 7.      Financial Statements, Pro Forma Financial Information and
             Exhibits

       The following financial statements, and exhibits are filed as
       a part of this report.

       (a)   Financial statements of the business acquired, prepared
             in accordance with U.S. generally accepted accounting
             principles pursuant to Rule 3.05 of Regulation S-X and
             provided to Goulds Pumps by Vogel:

       Item                                                            Page

       Audited financial statements of the Vogel business
                    Report of Sot Sud-Ost Treuhand, Certified Accountants      4
                    Consolidated Balance Sheet - March 31, 1994                5
                    Consolidated Statement of Operations - 
                    Year ended March 31, 1994                                  6
                    Consolidated Statement of Shareholders' Equity             7
                    Consolidated Statement of Cash Flows -
                    Year ended March 31, 1994                                  8
                    Notes to Consolidated Financial Statements                 9

       Due to unavailability of recent interim Vogel information,
       unaudited interim financial statements of Vogel will be
       provided within 60 days of this report's filing date as an
       amendment on Form 8-K/A.

       (b)   Pro forma financial information required pursuant to
             Article 11 of Regulation S-X will be provided within 60
             days of this report's filing date as an amendment on Form
             8-K/A.

       (c)   Exhibit in accordance with the provisions of Item 601 of
             Regulation S-K:

       Exhibit
       (2)   Purchase Agreement between Goulds and Vogel as of
             December 5, 1994.  (See pages 15 through 50 of this
             report.)
INDEPENDENT AUDITORS' REPORT

To the Stockholders of Pumpenfabrik Ernst Vogel Ges.m.b.H.
Stockerau, Austria

We have audited the accompanying consolidated balance sheet of
Pumpenfabrik Ernst Vogel GmbH and the wholly owned subsidiaries
Pantucek Klaranlagen GmbH, AVIS Werbung GmbH and VOGEL
Umwelttechnik GmbH as of March 31, 1994 and the related statements
of operations, shareholders' equity, and cash flows for the year
then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Pumpenfabrik Ernst Vogel GmbH and subsidiaries as of
March 31, 1994 and the consolidated results of their operations and
their cash flows for the year then ended in conformity with
generally accepted accounting principles.

Vienna, Austria                     SOT SUD-OST TREUHAND 
September 23, 1994                  AKTIENGESELLSCHAFT
CONSOLIDATED BALANCE SHEET
Pumpenfabrik Ernst Vogel GmbH and subsidiaries

(Austrian Schillings in thousands)                  March 31, 1994

ASSETS
Current Assets
      Cash and cash equivalents                          6,295
      Receivables (net of allowance for
        doubtful accounts of 5.703)                    166,678
      Inventories                                      262,304
      Prepaid expenses                                     566
      Net assets of Frigopol business 
        (discontinued operations)                       66,479
           Total current assets                        502,322

Intangible assets                                      101,918
Property, plant and equipment - net                     70,875
Leased equipment                                        64,947
Investments, including investments in affiliates        18,628
Deferred tax asset                                           0
Other assets                                               598
                                                       759,288

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Current maturities of debt                        281,765
     Trade payables                                    120,719
     Income taxes payable                                2,778
     Accrued liabilities                                36,247
     Other                                              56,570
         Total current liabilities                     498,079

Long-term debt                                         104,467
Lease obligation                                        72,827
Pension                                                  1,682
Other long-term liabilities                             28,352
Deferred tax liability                                   7,812

Shareholders' Equity
     Common stock                                       29,000
     Additional paid-in capital                          1,651
     Retained earning                                   15,418
         Total shareholders' equity                     46,069
                                                       759,288

See notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF OPERATIONS
Pumpenfabrik Ernst Vogel GmbH and subsidiaries

                                                For the year ended
(Austrian Schillings in thousands)                  March 31, 1994

Net sales                                               723,820
Costs and expenses
     Cost of sales                                      570,991
     Selling, general and administrative expenses       108,561
     Research and development expenses                    3,128
     Value adjustments in respect of shares in
          group undertakings                              4,300
     Value adjustments of other financial assets             93
     Earnings from investment and affiliates               (120)
     Interest expenses                                   33,687
     Interest income                                     (2,774)
     Other income - net                                  (5,994)
                                                        711,872

Earnings before taxes from continuing operations         11,948
Income taxes on continuing operations                    (4,510)

Earnings from continuing operations                       7,438

DISCONTINUED OPERATIONS:
     Loss from discontinued operations,
       net of tax benefit of 3.395                      (13,415)
Net loss                                                 (5,977)

See notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Pumpenfabrik Ernst Vogel GmbH and subsidiaries
(Austrian Schillings in thousands, except share data)

                  Common stock     Add'l.    Retained  Total
                  Shares Amount    paid-in   earnings shareholders' 
                                   capital             equity
                                                                
Balance, 3/31/93  29,000   29,000   1,651     21,395     52,046
Net Loss                                      (5,977)    (5,977)
Balance, 3/31/94  29,000   29,000   1,651     15,418     46,069

See notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
Pumpenfabrik Ernst Vogel GmbH and subsidiaries

(Austrian Schillings in thousands)                  March 31, 1994

Operating activities:
     Net loss                                             - 5.977
     Adjustments to reconcile net loss
     to net cash applied to operations:
          Depreciation and amortization                    37.980
          Gain on sale of fixed assets                       -127
          Increase in deferred tax liability                  638
          Value adjustments in respect of shares
            in group undertakings                           4.300
          Value adjustments in respect of
            other financial assets                             93
          Increase in receivables                        - 38.498
          Increase in inventories                        - 24.016
          Increase in other long-term liabilities           4.684
          Decrease in pension                               - 959
          Decrease in income taxes payable                  - 458
          Decrease in accrued liabilities                - 11.550
          Increase in trade payables                       35.980
          Decrease in prepaid expenses and 
            other current assets                             - 63
          Other                                           - 6.224
                Net cash applied to operating activities  - 4.197

Investing activities:
     Earnings of the sale of assets                         1.440
     Investments in affiliates                            - 3.013
     Investments in intangible assets                     - 1.986
     Investments in property, plant and equipment - net  - 29.650
           Net cash applied to investing activities      - 33.209

Financing activities:
     Decrease in lease obligation                          -8.305
     Payments of long-term debt                          - 24.616
     Increase in current maturities of debt                71.729
          Net cash provided by financing activities        38.808
     Increase in cash and cash equivalents                  1.402
     Cash and cash equivalents, beginning of year           4.893
     Cash and cash equivalents, end of year                 6.295

See notes to Consolidated Financial Statements.
PUMPENFABRIK ERNST VOGEL GmbH AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     Summary of Significant Accounting Policies

Consolidation
       The consolidated financial statements include the accounts of
Pumpenfabrik Ernst Vogel GmbH ("Vogel") and the wholly owned
subsidiaries Pantucek Klaranlagen GmbH ("Pantucek"), AVIS Werbung
GmbH ("AVIS") and VOGEL Umwelttechnik GmbH ("Umwelttechnik") after
elimination of all significant intercompany transactions as of
March 31,1994 and for the year then ended. 

The companies have a fiscal year-end of March. 

Cash and Cash Equivalents
       Cash and cash equivalents include all cash balances and highly
liquid investments with original maturities of three months or
less. The carrying values of cash and cash equivalents approximate
fair values due to the short maturities of these financial
instruments.

Inventories
       Inventories are stated at the lower of cost or market.

Property, Plant and Equipment
       Property, plant and equipment is stated at cost, less
accumulated depreciation. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets
ranging from 5 to 25 years for buildings and 5 to 10 years for
machinery and equipment.

Capital leases
       Capital leases are stated in accordance with FASB 13. Leased
equipment is stated at present value of annual payments at
inception less accumulated depreciation. The lease obligations are
stated at present value of future lease payments. A deferred tax
asset is stated due to the exposure between net book value and
lease obligation.

Income Taxes
       Deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the
consolidated financial statements are recognized. A 10% deferred
tax liability has been stated for tax (investment) allowances
according to Section 10 Austrian tax law.
2.     Inventories
Inventories are summarized as follows:
                                          TATS

       Raw materials                     44.190 
       Work in process                   78.740 
       Finished goods                   139.374
                                        262.304   

3.     Intangible assets
Intangible assets are summarized as follows:
                                                           TATS

Goodwill (net of accumulated amortization of 11.989)      93.555
Other assets (net of accumulated amortization of 5.507)    8.363
                                                                   
                                                         101.918

Goodwill results from  two acquisitions that have occurred since
1990. Pantucek was acquired in 1990 and has a net value of TATS
21.317 as of March 31, 1994. Ochsner Pumps was acquired in 1992 and
has a net value of TATS 72.238 at March 1994.

4.     Property, Plant and Equipment
Major classes of property, plant and equipment consist of the
following:
                                                                   TATS

       Land and buildings                                         38.350
       Machinery and equipment                                   168.567
                                                                 206.917

       Less accumulated depreciation                             136.042
       Property, plant and equipment net                          70.875
5.     Debt and Credit agreements

5.1. Debt consists of the following:
                                                                       
                                                                           
                                                                    TATS
       Stille Einlagen nach dem Beteiligungsfondgesetz
                    6,5%-7,3%, due 1995-1997                       80.000
       Overdrafts
                    5,0%-8,5%, due currently                      169.198
       Short-term loans
                    5,75%-8,25%, due 1994                          19.795
       Revolving credits
                    5,0%-5,75%                                     56.657
       Term loans
                    3,5%-8,83%, 1994 - 2001                        60.582

                                                                  386.232

       Unused credit lines                                         98.560
Collaterals:

       1.    Creditanstalt-Bankverein
             TS 37.000 are collaterated through export claims. The
             remaining credits to the amount of TS 88.750 are secured
             through mortgage, shares and assignment agreements.

       2.    Remaining banks
             TS 22.400 are collaterated through export claims and TS
             70.723 through securities.

Consolidated                                                                
Less current portion                                              386.232
Long term portion                                                 281.765
                                                                  104.467

Virtually all of the companies'  assets are pledged against the
various borrowings listed above.

5.2. Five year payout

                                                        TATS

1995                                                   281.765 *)
1996                                                    37.387
1997                                                    12.192
1998                                                    11.126
1999                                                    14.663
Thereafter                                              29.099
                                                       386.232

*) This figure includes revolving credits and overdrafts. 

5.3. Pledged assets

Maximum limit mortgage

(amount in TATS) land registration  place
                                    number

                      480             1850        Stockerau
                    1.505             1850        Stockerau
                    4.298             1850        Stockerau
                   15.300             1850, 1811  Stockerau
                    2.400             1850, 1811  Stockerau
                    6.000             1850        Stockerau
                                      2409        Salzburg/Maxglan
                    3.000             1850        Stockerau
                                      2409        Salzburg/Maxglan
Pledgings

Creditanstalt-Bankverein:
deposit-no. 0079-10631/92,           market value      ATS   10.741.765,96

Volkskreditbank:
deposit-no. 39.001.433,              market value      ATS    3.639.285,00

In addition a liability statement of February 2, 1994 exists to the
amount of ATS 15,000,000.- to the favor of Vogel Umwelttechnik
GmbH.. As of March 31, 1994 the outstanding balance amounts to ATS
11,626,845.

6.     Commitments
The companies have various capital lease agreements for land and
buildings, machinery and other equipment. Future minimum rental
payments are approximately as follows:

       Years ending March 31                                       TATS
       1995                                                       15.693
       1996                                                       11.406
       1997                                                        9.846
       1998                                                        8.540
       1999                                                        7.311
       Thereafter                                                 48.499
       Total minimum lease payments                              101.295
       Less amount representing interest                          28.468
       Present value of minimum lease payments                    72.827

7.     Taxes
The components of the outstanding liabilities for taxes as of March
31, 1994  are as follows:

                                                                
                                                      TATS
       Current:
       Trade tax (Gewerbesteuer)                     2.071
       Real estate tax                                 707
                                                     2.778
       Deferred:
       Corporate tax                                 7.812
       Tax provisions                               10.590
The components of the total net deferred tax liabilities are as
follows:

                                                              TATS

       Deferred tax asset
       Capital leases exposure                                2.679
       Valuation allowance for deferred tax assets           (2.679)
       Gross deferred tax assets                                  0

       Deferred tax liabilities
       Tax allowance, Section 10 Austrian income tax         (1.507)
       BFAG provisions                                       (3.131)
       Other long term liabilities *)                        (3.174)
       Deferred tax liability                                (7.812)

       Net deferred tax liabilities                          (7.812)

*) resulting from redundancy payment accrual

8.     Investments, Including Investments in Affiliates

                      Nominal capital     Share of     book value
                                          the Company  of the share
                                                          ATS
Obliged Companies

Ochsner Prozebtechnik 
GesmbH, Linz       500.000     500.000       380.000    900.000

Associated Companies

VOGELPUMPEN-DRV-IKS
GesmbH, Kincesbanya,
Ungarn                    Ft 5.100.000  Ft 1.700.000    178.500

Other Investments

Volksbank Stockerau,
reg. GesmbH, Stockerau                         5.000      5.000

Oberosterreichische Volks-
kreditbank GenmbH, Linz                        1.100        100

Siedlungsgenossenschaft
Bausparerheim GenmbH, Salzburg                 3.000      3.000

Securities
(present market value of 18.213.814 ATS)             17.541.000

Total                                                18.627.600
9. Pension plans

The company grants a pension of ATS 13,000.-- per month to Mrs.
Herta Ochsner. Payments are made 14 times a year, whereby an
additional pension payment is paid in the months June and November
each year.

In addition a minimum pension is paid to former employees (on
average ATS 2,400.-- per person per year). These claims are not
material.

10. Discontinued operations

During the first quarter of fiscal 1995, the Company announced its
intent to dispose off its refrigerated compressors manufacturing
division (FRIGOPOL). The results of this business, which is
classified separately as discontinued operations in the
accompanying consolidated statement of operations, are summarized
as follows:

                                               Year Ended
                                           March 31, 1994

Net sales                                         78.671
Loss from operations before income tax benefit   (16.810)
Loss from operations                             (13.415)
Income tax benefit                                (3.395)

Net assets of discontinued operations are stated at estimated
realizable value and consist principally of accounts receivable,
inventories, fixed assets and certain intangibles and liabilities
to be assumed. The net assets of the FRIGOPOL business have been
classified as a current asset in the accompanying balance sheet as
of March 31, 1994 due to the expected dates of sale. The assumed
disposal of FRIGOPOL will result in no gain or loss. The following
table summarizes the net assets as of March 31, 1994 of the
FRIGOPOL business:

Inventories                                        29.727
Receivables, net                                   17.371
Property, plant and equipment                      21.586
Intangibles, net                                    1.637
Other long-term assets                              1.398
                                                                   
Less accruals                                      (5.240)
Net assets of FRIGOPOL business                    66.479
SHARE PURCHASE AGREEMENT
                           entered into by and between

                              1. Goulds Pumps GmbH,
                             Dr. Karl Lueger-Ring 12
                             A-1010 Vienna, Austria

                              2. Goulds Pumps Ltd.,
                         Milleway Rise Industrial Estate
                                Axminster, Devon
                                England EX 13 5HU

(hereinafter individually referred to as a "Purchaser" and
collectively as, "Purchasers")
                                 on the one hand

                                       and

                             3. Ing. Gerhard Vogel,
                               Wiesenerstrabe 10,
                            A-2000 Stockerau, Austria
                                4. Hermine Vogel,
                               Wiesenerstrabe lO,
                            A-2000 Stockerau, Austria
                      5. Lauermann Familien-Privatstiftung
                               Goldschmiedgasse 6
                                    1010 Wien

               (hereinafter collectively referred to as "Sellers")
                                on the other hand

                     for the sale and purchase of shares in 

                   Pumpenfabrik Ernst Vogel Aktiengesellschaft
             (formerly Pumpenfabrik Ernst Vogel Gesellschaft m.b.H.)

          (hereinafter referred to as "VOGEL-PUMPEN" or "the Company")
TABLE OF CONTENTS

                                    Preamble

Section I:         Definitions and Interpretation

Section II:        Share Purchase, Closing Date

Section III:       Purchase Price

Section IV:        Business Operations until the Closing Date

Section V:         Warranties and Representations

Section VI:        Management

Section VII:       Conditions to Transfer of Ownership and Payment of
                   Purchase Price

Section VIII:      Certain Actions Before Closing

Section IX:        Applicable Law and Arbitration

Section X:         General Provisions
PREAMBLE

A)     VOGEL-PUMPEN originally was a limited liability company with
its corporate seat in Stockerau, Austria, entered into the
commercial register of the Provincial Court of Korneuburg under
file no. FN 59353i. It was transformed into a stock corporation
("Aktiengesellschaft) in November 1994. The stated share capital of
VOGEL-PUMPEN totals ATS 29,000,000.00.  Following the
aforementioned transformation into a stock corporation, the shares
of VOGEL-PUMPEN are held by the Sellers as follows:

       Name                                Percentage of nominal value of
                                           the stated shareholding share
                                           capital
1.     Ing. Gerhard Vogel                  25 % ATS  7,250,000.00
2.     Hermine Vogel                       25 % ATS  7,250,000.00
3.     Lauermann Familien-                 50 % ATS 14,500,000.00
       Privatstiftung

B)     VOGEL-PUMPEN holds directly or indirectly 100 % of the stated
share capital of

a)     Ernst Vogel Pumpen Export Gesellschaft m.b.H. & Co. KG,
       Stockerau, Austria

b)     Ochsner GmbH, Dusseldorf, Germany

c)     Ochsner Prozebtechnik GmbH, Linz, Austria

d)     Vogel Umwelttechnik GmbH, Hollabrunn, Austria

e)     Pantucek Klaranlagen GmbH, Prellenkirchen, Austria

f)     AVIS Werbung GmbH, Stockerau, Austria

g)     Ochsner Gas Compressor Systems GmbH, Linz, Austria

VOGEL-PUMPEN holds a 76 % participation in Ochsner Prozebtechnik
GmbH & Co KG in Liqu., Linz, Austria, the remaining participations
being held by Mr. Karl Ochsner (22.8 %) and by Mr. Gerhard Ochener
(1.2 %).                      

VOGEL-PUMPEN, furthermore, holds 33 % in VOGEL-PUMPEN DRV-IKS Kft.,
Kincesbanya, Hungary.

Finally, VOGEL-PUMPEN maintains sales offices in Warszawa, Poland
and Katowice, Poland.
Certain of the above subsidiaries are inoperative (items a), c), g)
and Ochsner Prozebechnik GmbH & Co KG in Liqu., Linz , Austria
above) and one of them is in the process of being liquidated
(Ochsner Prozebtechnik GmbH & Co KG in Liqu., Linz, Austria).

C)     Prior to the Closing Date (as defined below) the Frigopol
Business (as defined below) will be divested in form of a
contribution in kind to another company held by all or some of the
Sellers or by way of splitting or by a sale of the respective
assets. The Frigopol Business is not included in the acquisition
hereunder and its divesting therefore does not reflect on the
Purchase Price (as defined below).

The subject-matter of the acquisition hereunder is, therefore,
VOGEL-PUMPEN and its 100 % direct and/or indirect shareholdings in
the aforementioned companies (hereinafter referred to as "VOGEL-
PUMPEN Companies") as well as the shareholding of VOGEL-PUMPEN in
DRV-IKS Kft., Hungary.

D)     Prior to the date of the signing of this Agreement the Sellers
at the request of the Purchasers have held a shareholders' meeting
of VOGEL-PUMPEN resolving to transform VOGEL-PUMPEN into a stock
corporation ("Aktiengesellschaft") on the basis of the balance
sheet of VOGEL-PUMPEN as of March 31, 1994. As a consequence of
such transformation, each of the Sellers has been issued an interim
certificate representing shares equal to 25 % and 50 % respectively
of the capital stock of the transformed company.

E)     Sellers desire to sell all shares in the Company held by them
after said transformation pursuant to the terms and conditions
hereof, and Purchasers are willing to purchase such shares.

F)     Purchasers, both through the adviser of Sellers, Creditanstalt
Investment Bank Aktiengesellschaft (hereinafter "CAIB"), and
directly from the Sellers, have received certain information and
documents concerning the VOGEL-PUMPEN Companies, including but not
limited to (a) the audited non-consolidated financial statements of
the VOGEL-PUMPEN Companies as of March 31, 1994,  (b) the auditors'
reports concerning the VOGEL-PUMPEN Companies for the past three
years, (c) the VOGEL-PUMPEN Companies' non-consolidated balance
sheet and profit and loss statements as of March 31, 1994 as well
as (d) a report on the VOGEL-PUMPEN Companies prepared by SOT
Sud-Ost Treuhand Aktiengesellschaft ("the SOT-Report").  In
addition, Purchasers, prior to the execution of this Agreement,
personally and/or by trusted experts conducted a due diligence and
technical and commercial review of the VOGEL-PUMPEN Companies an
through their consultants a review of the VOGEL-PUMPEN Companies'
financial results as of July 31, 1994 in order to arrive at a
decision to execute this Agreement. In view of the above, the
Sellers are prepared to give only limited representations and
warranties, i. e., only to the extent explicitly set forth in
Section V.  Furthermore, the agreement on the amount of the
Purchase Price took into consideration the results of the interim
financial statements of the VOGEL-PUMPEN Companies prepared by the
Purchasers and their auditors.

NOW, THEREFORE, the contracting parties agree as follows:
SECTION I
                         DEFINITIONS AND INTERPRETATIONS

1.1    In this Agreement and its Annexes, the words used herein shall
have the following meaning:

"VOGEL-PUMPEN": Pumpenfabrik Ernst Vogel Aktiengesellschaft, a
stock corporation with its corporate seat in Stockerau, Austria,
and business address at Ernst-Vogel-Strabe 2, A-2000 Stockerau,
Austria, entered into the commercial register of the Provincial
Court of Korneuburg (formally, prior to the transformation, under
file no. FN 59353i).

"Frigopol Business": The FRIGOPOL division of the Company,
including all assets and liabilities pertaining thereto, as more
clearly defined in Annex l.l.a hereto.

"Closing Date": A date on or before December 5, l994 to be agreed
between the contracting parties, unless the parties mutually agree
on a later date in which case such date shall be the Closing Date
for the purpose of this Agreement.

"Purchasers": Goulds Pumps GmbH and Goulds Pumps Ltd.

"Escrow Agent": Creditanstalt-Bankverein of Schottengasse 6, A-1010
Vienna, Austria, or its successor or assignee.

"Escrow Agreement": The agreement entered into between the Sellers,
the Purchasers and the Escrow Agent in accordance with the
provisions of this Agreement.

"VOGEL-PUMPEN Companies": VOGEL-PUMPEN, Ernst Vogel Pumpen Export
GmbH & Co. KG, Stockerau, Ochsner GmbH, Dusseldorf, Ochsner
Prozebtechnik GmbH, Linz, Ochsner Prozebtechnik GmbH & Co KG in
Liqu., Linz, Pantucek Klaranlagen GmbH, Prellenkirchen, Vogel
Umwelttechnik GmbH, Hollabrunn, AVIS Werbung GmbH, Stockerau and
Ochsner Gas Compressor Systems GmbH, Linz.

"Sellers": Ing. Gerhard Vogel, Hermine Vogel, Lauermann
Familien-Privatstiftung.

"Sellers' Warranties": The representations, warranties and
covenants given and entered into by the Sellers in Section V
hereof. 

"Agreement": The present Share Purchase Agreement and its Annexes,
unless the context clearly indicates otherwise.
Financial Statements": The unconsolidated, balance sheets and
profit and loss statements of the VOGEL-PUMPEN Companies as of
March 31, 1994 as per Annex l.l.b (audited with respect to
VOGEL-PUMPEN, unaudited with respect to all other VOGEL-PUMPEN
Companies).

"Accounting Principles": The principles used for the establishment
of the Financial Statements on the basis of Austrian generally
accepted accounting principles, as set out in Annex l.l.c.

1.2    The Annexes and the Preamble to this Agreement constitute
       integral parts hereof and shall therefore be deemed to be part
       of the Agreement and construed as having the same effect.

1.3    The headings in this Agreement have been introduced merely for
       convenience and shall not affect the construction or
       interpretation hereof.
SECTION II
                          SHARE PURCHASE, CLOSING DATE

2.1    Prior to the date of the signing of this Agreement, the
       Sellers have held a shareholders' meeting of VOGEL-PUMPEN
       resolving to transform the Company into a stock corporation on
       the basis of the balance sheet as of March 31, 1994. The
       capital stock of the transformed company is ATS 29,000,000.00
       and is divided into 2,900 bearer shares with a nominal value
       of ATS 10,000.00 each. Each of the Sellers has been issued 725
       shares and 1,450 shares, respectively represented by interim
       certificates, two for each of  the Sellers. The interim
       certificates shall be numbered 1 to 6 ("the Interim
       Certificates") .

2.2    The Sellers herewith sell to Purchasers and the Purchasers
       herewith buy from the Sellers the 2,900 shares ln VOGEL-PUMPEN
       with a nominal value of ATS 10,000.00 ten thousand Austrian
       schillings) each, as issued after the transformation of VOGEL-
PUMPEN, thus, in the aggregate, shares with a nominal value of
       ATS 29,000,000.00 (twenty-nine million Austrian schillings),
       corresponding to 100% of the entire capital stock of VOGEL-
PUMPEN, together with all rights and obligations attaching to
       such shareholdings ("the Shares").

       The Purchasers purchase the Shares in the following
       proportion:

       Goulds Pumps GmbH purchases 2,897 shares, and

       Goulds Pumps Ltd purchases 3 shares.

2.3    The Shares are represented by the Interim Certificates which
       will be assigned and transferred to the Purchasers. The
       transfer and assignment of the Shares to the Purchasers and
       the payment of the Purchase Price to the Sellers shall take
       place on the Closing Date and shall be subject to the
       conditions set forth in this Agreement.

2.4    The contracting parties have agreed to schedule the closing on
       or before December 5, 1994. If a delay occurred, neither
       contracting party shall be bound by this Share Purchase
       Agreement any longer (except as set forth herein), unless (i)
       the parties mutually agree on an extension of the above time
       period and/or on the determination of another day as Closing
       Date or (ii) the failure to implement is attributable to one
       side preventing the fulfillment of a condition in violation of
the principle of acting in good faith or to one side's 
       failure to do everything that is reasonably necessary or
       required to make such fulfillment of a condition possible, in
       which case the non-defaulting side may opt, by notice in
       writing, to maintain this Agreement in full force and effect
       and to insist on the performance of the other side's
       contractual obligations. 

       In case of non-implementation of the share purchase as
       aforesaid, the Purchasers shall promptly destroy any and all
       records, and copies thereof, obtained from the VOGEL-PUMPEN
       Companies in the course of its review of the VOGEL-PUMPEN
       Companies, including but not limited to the due diligence
       review, and any notes and other documents made in the course
       of or as a result of such review and/or based on information
       received from the Sellers and/or the VOGEL-PUMPEN Companies in
       connection with the contemplated purchase of the Shares. The
       Purchasers shall, furthermore, not make use of any
       confidential information obtained from the Sellers, the VOGEL-
       PUMPEN Companies and/or their advisors because of or in
       connection with such share purchase.
SECTION III
                                 PURCHASE PRICE

3.1    The purchase price for 100 % of the Shares shall be ATS
       184,980,595.00 (one hundred eighty four million nine hundred
       eighty thousand five hundred ninety five Austrian schillings)
       ( "the Purchase Price") and shall be paid on or before the
       Closing Date clear and free of any deductions, withholdings or
       setoffs, in cash, by banker's check or in any other manner
       agreed to by the Sellers, as follows:

       (a)   ATS 159,220,595.00 (one hundred fifty-nine million two
             hundred twenty thousand five hundred ninety-five Austrian
             schillings). This portion of the Purchase Price shall be
             paid by the Purchasers on or before the Closing Date to
             the Sellers in the following amounts:

       (1)  Ing. Gerhard Vogel                   ATS 39,805,148.75 (25 %)
       (2)  Hermine Vogel                        ATS 39,805,148.75 (25 %)
       (3)  Lauermann Familien-                  ATS 79,610,297.50 (50 %)
            Privatstiftung

       (b)   ATS 25,760,000.00 (twenty-five million seven hundred
             sixty thousand Austrian schillings) shall be remitted by
             the Purchasers on or before the Closing Date to the
             escrow account with the Escrow Agent ("the Escrow
             Account") set up in accordance with the Escrow Agreement.

       The agreement of  the parties on the Purchase Price was based
       on the assumption that payment of the Purchase Price will be
       made with a value date not later than September 30, 1994. 
       Consequently, if the closing does not take place on or before
       September 30, 1994 the Purchase Price shall bear interest at
       a rate per annum equal to the Secondary Market Rate for
       "Einmalemissionen" as monthly published by the Austrian
       National Bank under item 5.4 of the "Statistische
       Monatsberichte" and which shall accrue as from the
       aforementioned value date until November 30, 1994, inclusive,
       such interest to be paid at the same time as the Purchase
       Price and pursuant to sub-section a) above.

       The Purchasers shall be jointly and severally liable for the
       payment of the Purchase Price.

3.2    The parties hereto shall sign and execute the Escrow Agreement
       prior to the Closing Date on mutually acceptable terms and
       conditions.
The portion of  the Purchase Price on the Escrow Account shall
       be due and payable as set forth in sub-section 5.6.

       Interest accruing on the Escrow Account shall be due to the
       Sellers pro rata their present shareholdings in the Company
       and shall be paid to them promptly upon crediting of same to
       the Escrow Account.

       The parties, acting in good faith, shall agree on a form of
       investment of the amount from time to time credited to the
       Escrow Account that takes into account both the interest of
       the Sellers to maximize the amount of interest and the
       interest of the Purchasers to be reimbursed without undue
       delay any justified claim for breach of the Sellers'
       Warranties.

       The Sellers shall be free to substitute any amount to be paid
       from the Escrow Account to the Purchasers pursuant to the
       provisions of sub-section 5.6 by funds in an equal amount from
       other sources in which case a corresponding amount shall be
       released, and paid to them, from the Escrow Account
       immediately upon maturity of funds on the Escrow Account that
       have been invested for a fixed period of time and that
       therefore were not immediately available for settlement of a
       justified claim of the Purchasers.
SECTION IV
                   BUSINESS OPERATIONS UNTIL THE CLOSING DATE

4.1    For the time between the signing of this Agreement and the
       Closing Date, the Sellers, in their capacity as sole
       shareholders of VOGEL-PUMPEN, or as the case may be, as
       managing directors or members of the managing boards of the
       VOGEL-PUMPEN Companies, undertake to procure that the business
       operations of all VOGEL-PUMPEN Companies shall remain in each
       and every aspect  (in particular as regards personnel,
       finance, accounting, etc.) within the scope of the business
       operations undertaken until the signing date and within the
       scope of the operations typical of an enterprise of the
       VOGEL-PUMPEN Companies (except for the divesting of the
       FRIGOPOL Business and the consequences arising therefrom).
       None of the VOGEL-PUMPEN Companies shall enter into legal
       transactions or other business transactions going beyond that
       scope without having obtained the Purchasers' prior written
       consent, it being agreed that the Purchasers will not
       unreasonably withhold their consent. In particular, but
       without prejudice to the generality of the foregoing, any of 
       the following matters require the prior consent of the
       Purchasers:

       4.1.1       any shareholders' resolution, be it adopted at a
                   shareholders' meeting of any of the VOGEL-PUMPEN
                   Companies or by means of a written vote;

       4.1.2       any hidden or open distribution of profits;

       4.1.3       the alienation or encumbrance of assets of any of 
                   the VOGEL-PUMPEN Companies, unless such assets are
                   not of a material value;

       4.1.4       the issuance of guarantees or undertakings of
                   indemnification in excess of ATS 2,000,000.00;

       4.1.5       the conclusion of legal transactions going beyond
                   the ordinary scope of business, involving an amount
                   of more than ATS 2,000,000.00;

       4.1.6       the conclusion of long-term contracts that cannot
                   be terminated legally at six months' notice
                   maximum, without material adverse legal
                   consequences for the VOGEL-PUMPEN Company
                   concerned;

       4.1.7       the acquisition and alienation as well as any other
                   disposition of shares and investments of whatever
                   kind, including, without being limited to, shares
and investments in corporations, partnerships,
                   joint ventures, funds, trusts, foundations or the
                   like;

       4.1.8       the borrowing of money for a term exceeding 12
                   months or ATS 2,000,000.00;

       4.1.9       the appointment of general agents or "Hand-
                   lungsbevollmachtigte" (persons holding a commercial
                   power of attorney pursuant to sec. 54 of the
                   Austrian Commercial Code), or the promising of
                   executive positions in any of the VOGEL-PUMPEN 
                   Companies to present employees or newly recruited
                   persons;

       4.1.10      the giving of notice to, dismissal of, or approval
                   of the termination by mutual agreement of,
                   employees of any of the VOGEL-PUMPEN Companies who
                   are essential for the normal conduct of business
                   and who cannot be easily replaced within a short
                   period of time;

       4.1.11      the hiring of employees except under the terms and
                   conditions usually agreed to by the VOGEL-PUMPEN
                   Companies;

       4.1.12      the conclusion of agreements with the works council
                   or interest groups;

       4.1.13      the acquisition, alienation or encumbrance of real
                   property;

       4.1.14      the termination or violation of any significant
                   business relationship or contract involving an
                   amount in excess of ATS 2,000,000.00;

       4.1.15      the agreement, conditionally or otherwise, to do
                   any of the acts referred to in sub-sections 4.1.1
                   through 4.1.14.

4.2    If and when a matter or issue arises that would require the
       Purchasers' consent pursuant to sub-section 4.1, the Sellers
       shall notify the Purchasers thereof without delay and, if the
       Purchasers refuse to consent to the act or measure proposed by
       the Sellers, the Sellers shall refrain therefrom and/or shall
       procure that the VOGEL-PUMPEN Company concerned does not take
       such act or measure (either). The Purchasers shall give or
       deny their consent as aforesaid within a reasonable time.  The
       Sellers shall be authorized, however, to take any action
       necessary to prevent disadvantages for any of the VOGEL-PUMPEN
       Companies, if the urgency of the matter does not allow to wait
for the Purchasers' response or if such response is not given
       in time ("deemed consent of the Purchasers").

4.3    The Sellers shall immediately notify the Purchasers in writing
       of any matter or issue which arises or becomes known to the
       Sellers between the date of the signing hereof and the Closing
       Date and which constitutes, or would constitute after the
       Closing Date, a breach of the Sellers Warranties or of other
       representations, warranties, undertakings or obligations
       assumed in this Agreement.

4.4    The Sellers shall procure that the Frigopol Business will
       effectively be divested on or prior to the Closing Date by
       contribution of the Frigopol Business into Frigopol
       Kaltemaschinen GmbH and subsequent sale of the shares in such
       company to one or more of the Sellers against a consideration
       of ATS 1.00. The contractual arrangements in this connection
       shall provide that all present and future liabilities related
       to the Frigopol Business shall be assumed by Frigopol
       Kaltemaschinen GmbH, except as explicitly set forth herein.
       The Sellers herewith warrant that the shareholders of Frigopol
       Kaltemaschinen GmbH shall provide such company with sufficient
       financing in order to enable such company to meet at all times
       its obligations to indemnify VOGEL-PUMPEN against any and all
       liabilities arising from the Frigopol Business. For the
       avoidance of doubt the liability of  the Sellers out of the
       above warranty shall not be subject to any of  the limits on
       liability set forth in Section 5. The Purchasers shall cause
       VOGEL-PUMPEN to enable the Sellers and/or their advisors to
       assume the defence of any claims. The provisions of sub-
       section 5.6 shall apply mutatis mutandis.

       In view of the difficulty to identify exactly those supplies
       already made from third party suppliers that are attributable
       to the Frigopol Business, the parties have agreed that the new
       owner of the Frigopol Business shall assume and repay loans
       presently extended to the Company in an amount equal to the
       value of supplies made and remaining unpaid, attributable to
       the Frigopol Business, and that the Company will continue to
       assume, and will settle, the corresponding claims of the
       suppliers. The details thereof are set out in Annex 1.1.a. The
       Sellers shall therefore indemnify and hold harmless the
       Company and the Purchasers against any loss, costs and
       expenses resulting from a breach of the undertaking to assume
       and repay the loans as aforesaid, and the Purchasers shall
       indemnify and hold harmless the Sellers and/or the new owner
       of the Frigopol Business against any loss, costs and expenses
       resulting from a breach of the Company' s obligation to
finally settle the aforesaid suppliers' claims without any
       recourse of either the Company or the Purchasers to the
       Sellers and/or the new owner of the Frigopol Business.

       Following the divesting of the Frigopol Business the Company
       shall continue to perform and/or undertake certain services,
       works and supplies for the Frigopol Business to the extent and
       basically within the scope such services, works and supplies
       have been performed so far (e.g., accounting services).  The
       Company will charge for such services, works and supplies at
       cost, without adding a profit margin, provided that (a)
       services shall be provided at cost  (i.e.,  costs of
       personnel) up to a maximum amount of ATS 1,000,000.00 per
       calendar year and  (b)  works and supplies (e.g., supply of
       engines, manufacturing works = "Lohnarbeit") shall be
       performed at cost on the same basis presently existing and as
       defined in Annex 1.1.a up to a maximum amount of ATS
       9,000,000.00 and for a maximum period until December 31, 1995.
       Services, supplies and works in excess of the above limits
       shall be performed and/or undertaken at market rates. The
       details will be set out in an agreement to be entered into by
       the Company and the new owner of the Frigopol Business with
       the approval of the Purchasers, such approval not to be
       unreasonably withheld. Said agreement will also deal with the
       time period during which said services will be performed.
SECTION V
                         WARRANTIES AND REPRESENTATIONS

5.1    In connection with the formation of this Agreement, the
       Purchasers and the Sellers each represent and warrant to the
       other(s) as follows:

       a)    Goulds Pumps Ltd. is a corporation duly organized,
             validly existing and in good standing under the laws of
             England and has all requisite corporate power and
             authority to own, operate or use all of its properties
             and assets and, within the applicable laws, to carry on
             its business as now being conducted; Goulds Pumps GmbH
             has been duly registered with the Companies Register at
             the Commercial Court Vienna.

       b)    neither the execution nor the performance of this
             Agreement is subject to further corporate-law or other
             approvals; the execution, delivery and performance by the
             approvals; the execution, delivery and performance by the
             Purchasers of this Agreement and the consummation by it
             of the transactions contemplated hereby have been duly
             authorized, and no other action on the part of the
             Purchasers is necessary for the execution, delivery and
             performance by the Purchasers of this Agreement and the
             consummation by them of the transactions contemplated
             hereby.  This Agreement has been duly executed and
             delivered by the Purchasers and is a legal, valid and
             binding obligation of the Purchasers, enforceable against
             the Purchasers in accordance with its terms;

       c)    neither the execution nor the performance of this
             Agreement violates (i) the applicable articles of
             association or any other applicable legal provisions;
             (ii) any judgment, court order or decree applicable to
             the Sellers or the Purchasers; or (iii) a contract or
             other legal instrument to which the Sellers or the
             Purchasers are a party or by which any of their property
             is bound; 

       d)    all statutorily required notices, notifications, consents
             and approvals necessary for the entry into and
             performance of this Agreement have already been procured
             or will be procured or made by the Closing Date;

       e)    there is no administrative or court proceeding or
             arbitration case pending or threatened which might
             considerably impair the performance of this Agreement by
             any of the contracting parties.
5.2    In connection with the sale of the Shares agreed upon herein
       the Sellers represent and warrant vis-a-vis the Purchasers as
       set forth below:

       a)    The Sellers and/or the respective VOGEL-PUMPEN Company
             hold(s) exclusive and unrestricted title, free from any
             encumbrances, to the Shares and all direct and indirect
             shareholdings of VOGEL-PUMPEN in the VOGEL-PUMPEN
             Companies on the day of the signing of this Agreement and
             also on the Closing Date.  All said Shares or share
             quotas and shareholdings have been fully paid up either
             in cash or in kind.  As of the Closing Date, VOGEL-PUMPEN
             directly or indirectly holds 100 % of the shares in
             Ochsner Prozebtechnik GmbH, Linz.  The Company holds only
             a 76 % participation in Ochsner Prozebtechnik GmbH & Co
             KG in Liqu..

             There are no rights or claims of third parties whatsoever
             pertaining to any of the aforementioned shares nor are
             there any preemptive rights of take-over, rights to
             conversion, options or other rights similar to these from
             an economic or legal point of view as regards the VOGEL-
             PUMPEN Companies.

       b)    All VOGEL-PUMPEN Companies are enterprises duly
             established and validly existing under the law of their
             incorporation, except those companies that are in the
             process of being liquidated and dissolved.

       c)    The Financial Statements have been established in
             accordance with generally accepted Austrian accounting
             principles ("AGAAP") as specified by the Accounting
             Principles (Annex 1.1.c); they are complete and correct. 
             The valuation of the items of property and liabilities
             reported in the balance sheets are correct, accurately
             reflect the value of the assets and liabilities of the
             VOGEL-PUMPEN Companies and are in accordance with the
             uniformly applied AGAAP and the Accounting Principles. 
             As of March 31, 1994, there exist in particular no
             liabilities that should have been included in the
             Financial Statements pursuant to AGAAP and the Accounting
             Principles, but effectively have not been accounted for. 
             The Sellers do not warrant, for the avoidance of doubt,
             the collectibility of any accounts receivable or the
             merchantability of the particular items of the assets or
             the inventory nor the proper valuation of the inventory.
d)    Since the balance sheet date, i.e., March 31, 1994, until
             the Closing Date there have been no material adverse
             changes in the consolidated net asset value of the VOGEL-
             PUMPEN Companies and in the financial standing of the
             VOGEL-PUMPEN Companies so that the continuity of the
             companies as regards their property structure, capital
             structure and operating profit is and will be ensured. 
             This warranty does not include, however, for the
             avoidance of doubt, negative consequences, if any, for
             the VOGEL-PUMPEN Companies resulting from the
             notification of the public of the intent of the Sellers
             to sell, and of the Purchasers to buy, the Shares nor the
             costs and expenses incurred by any or all of the VOGEL-
             PUMPEN Companies in connection with the preparation,
             negotiation and signing of this Agreement.  For the
             avoidance of doubt it is agreed that the difference
             between the consolidated net asset value resulting from
             the Financial Statements and the consolidated net asset
             value resulting from the interim financial statements as
             per July 31, 1994 does not constitute a material adverse
             change in the above meaning.

       e)    No distribution of profits has been made since March 31,
             1994 until the date of the signing hereof.  

       f)    The VOGEL-PUMPEN Companies are owners of the entire
             moveable and immovable property appearing in the
             Financial Statements, to which the individual VOGEL-
             PUMPEN Companies hold free and unrestricted title and
             which are not encumbered with any rights of third
             parties, except for the charges and encumbrances listed
             in Annex 5.2.f.

       g)    All plant and equipment of the VOGEL-PUMPEN Companies are
             in an useable state of repair, normal wear and tear since
             the time of the Purchasers' inspection of such plant and
             equipment excepted.

       h)    There are no claims of third parties vis-a-vis the VOGEL-
             PUMPEN Companies, except for claims that have arisen in
             the ordinary and regular course of business and which
             were correspondingly taken into account in the Financial
             Statements on the basis of the AGAAP and the Accounting
             Principles, nor have such extraordinary claims of third
             parties arisen between March 31, 1994 and the date of the
             signing hereof, except as listed in Annex 5.2.h.  All
             agreements in existence as of the Closing Date between
             any of the VOGEL-PUMPEN Companies and a company
controlled by any of the Sellers have been concluded on
             an arm's length basis, except as disclosed in Annex
             5.2.h.  In view of the provisions of sub-section 4.4
             above, the foregoing warranty does not apply, however,
             with respect to the Frigopol Business and/or the new
             owner thereof.

       i)    Until the date of the signing hereof, the VOGEL-PUMPEN
             Companies have timely and accurately filed and provided
             all returns and information to be made and given under
             the applicable tax laws or requested from the tax
             authorities and have properly taken them into account in
             the Financial Statements.  All taxes that are assessed on
             an annual basis and that are attributable to the fiscal
             years preceding or ending on March 31, 1994 either have
             been paid or have been sufficiently reserved for in the
             Financial Statements.  As of the Closing Date there
             remain no taxes unpaid that are payable as a one-time
             payment (e.g., documentary stamp taxes, capital transfer
             taxes), except for taxes of this kind that become payable
             as a result of transactions permitted to be undertaken or
             carried on pursuant to the provisions of Section IV.
             above.

       j)    The VOGEL-PUMPEN Companies have obtained from the
             authorities all permits and approvals required for their
             operation.  Those permits and approvals validly exist.

             The VOGEL-PUMPEN Companies have complied with all orders,
             requests or decrees issued to them by any competent
             authority under environmental protection law.  None of
             the Sellers is aware of any proceedings for compliance
             with or violation of applicable environmental protection
             laws and regulations and none is aware that any such
             proceedings are threatening.  All permits and approvals
             under applicable environmental protection laws necessary
             for the operation of the VOGEL-PUMPEN Companies have been
             obtained and validly exist.  To the extent a VOGEL-PUMPEN
             Company incurs costs for preventive measures and/or
             clean-up costs ("Sicherungs- und Sanierungsaufwand") due
             to environmental regulations, the Sellers shall bear
             and/or reimburse to the respective company 50 % (fifty
             percent) of such costs up to a maximum of ATS
             11,000,000.00 (eleven million Austrian schillings).

             As regards the real estates EZ 201 and EZ 679, which are
             still registered in the name of Ochsner Prozesbtechnik
             GmbH & Co KG in Liqu., the declaration by
Raiffeisenlandesbank Oberosterreich reg. GenmbH, dated
             May 4th, 1994, to hold such company harmless, inter alia,
             against the clean-up of contaminations is a validly
             existing obligation of Raiffeisenlandesbank
             Oberosterreich reg. GenmbH.

       k)    As of the date of the signing hereof there are no labor-
             law agreements, including plant or other agreements with
             employees' representatives or trade unions (except
             applicable collective bargaining agreements), other than
             those listed in Annex 5.2.k. Annex 5.2.k also lists all
             fringe benefit and pension schemes.

       l)    Prior to the signing of this Agreement, the Sellers
             disclosed or granted inspection of all contracts relating
             to the VOGEL-PUMPEN Companies which are of essential
             impact on the business operations of the individual
             companies.

       m)    All VOGEL-PUMPEN Companies have insurance, including
             product liability insurance, in such amount and covering
             such risks as is necessary for their operation.

       n)    Apart from the proceedings outlined in Annex 5.2.n, there
             are no proceedings before courts, arbitral tribunals or
             administrative authorities pending, or threatened against
             the VOGEL-PUMPEN Companies that involve an amount or
             value in excess of ATS 500,000 per case.

       o)    The VOGEL-PUMPEN Companies hold good an valid title
             and/or licences to the industrial property rights,
             including, without being limited to, patents, trademarks,
             rights in design and copyrights, that are necessary to
             conduct their business as presently conducted.  Licences
             have been granted to any or all of the VOGEL-PUMPEN
             Companies with respect to the patents held by certain
             Sellers which licences shall survive the Closing Date for
             an indefinite period of time and shall be without
             obligation to the VOGEL-PUMPEN Companies to pay royalties
             to the respective Seller.

       With respect to those VOGEL-PUMPEN Companies that are in the
       process of being liquidated and dissolved, the above
       representations and warranties are given with the proviso that
       they shall apply with respect to such companies only to the
       extent reasonably practicable, taking into account their
       present state of liquidation.
5.3    The Purchasers' remedies in case of a breach of any
       representation or warranty expressly or impliedly given or
       made by the Sellers hereunder shall be limited to a subsequent
       corresponding reduction, and refund, of the Purchase Price. 
       Any liability of the Sellers for breach of any or all of the
       Sellers' Warranties shall therefore be limited, in the
       aggregate, to an amount equal to the Purchase Price.

       In the event of a violation of any of the Sellers' Warranties,
       the Sellers shall refund an amount to the Purchasers which
       would be necessary to indemnify and hold the affected VOGEL-
       PUMPEN Company/Companies harmless against any damage or loss
       suffered by it in consequence of the breach of any of the
       Sellers' Warranties, such amount(s) not to exceed, however,
       the claim limit as defined in sub-section 5.5 below.  Tax
       benefits arising to that VOGEL-PUMPEN Company in consequence
       of the non-observance of such Sellers' Warranties shall be
       deducted from the loss or damage incurred, unless the tax
       benefit will consist in the deferral of such tax only. 
       Consequently, in case the profit for tax purposes would be
       increased, in particular as a result of a tax audit, then such
       profit shall be set off against tax loss carry forwards, if
       any.  Should a tax audit result in the request of the tax
       authorities to capitalize certain expenses and should, as a
       consequence thereof, such capitalizations lead to the
       possibility of depreciations in the succeeding years, any
       payments requested by the tax authorities at the outcome of
       the tax audit as a result of such capitalizations shall not be
       deemed to be liabilities of the Sellers under the tax
       warranty, but shall be borne by the VOGEL-PUMPEN Companies.

       The Sellers shall not be under any liability whatsoever in
       respect of any claim in relation to a breach of any of the
       Sellers' Warranties:

       a)    if and to the extent that a claim arises from a voluntary
             act or transaction carried out after the Closing Date by
             any VOGEL-PUMPEN Company or the Purchasers, unless such
             act or transaction is based on a legally binding
             obligation by the respective VOGEL-PUMPEN Company entered
             into on or prior to the Closing Date; or 

       b)    if and to the extent that a claim arises from an act or
             omission compelled by law after the Closing Date or as a
             result of the passing of an enactment or other government
             regulation with retrospective effect or of the
             introduction of or of any changes in law or of any
             changes in the prevailing interpretation of the law after
             the Closing Date; or
c)    if and to the extent that a claim arises from any matter
             or thing either provided for or required by this
             Agreement or an act or omission by or occurring at the
             written request or with the prior written consent of the
             Purchasers or from a change of accounting policy or
             practise of the Purchasers or any VOGEL-PUMPEN Company or
             an act or omission permitted to be done by any of the
             VOGEL-PUMPEN Companies as a consequence of the
             Purchasers' consent within the meaning of the provisions
             of sub-section 4.2 above; or

       d)    to the extent that the damage or loss which is the
             subject of the claim has been or is made good or is
             otherwise compensated for without cost to the Purchasers
             or any VOGEL-PUMPEN Company.

       e)    to the extent that the damage or loss became apparent
             during the Purchasers' financial due diligence and is
             reflected in the interim financial statements as per July
             31, 1994 and served as argument for reducing the Purchase
             Price during the final negotiations, the burden of proof
             being with the Sellers.

       Unless otherwise provided herein, all representations and
       warranties contained herein are valid both on the date of
       signing hereof and on the Closing Date.  Deviations on the
       Closing Date from the date of the signing hereof shall be
       permissible to the extent the measure leading to such
       different fact situation was taken with the Purchasers' actual
       written consent or was permitted to be done pursuant to the
       provisions of sub-section 4.2 above.

5.4    Unless specifically stipulated otherwise, the claims of the
       Purchasers under the Sellers' Warranties shall become statute-
       barred eighteen (18) months after the Closing Date, with the
       exception of (a) claims due to tax liabilities, if any, of the
       VOGEL-PUMPEN Companies pursuant to sub-section 5.2 (i) above
       ("the Tax Warranty"), and (b) the environmental warranty
       pursuant to sub-section 5.2.(j) above ("the Environmental
       Warranty").

       The warranty period for the claims under the Tax Warranty
       shall expire thirty-six (36) months following the date of
       filing of the last of the VOGEL-PUMPEN Companies' income tax
       returns for the fiscal year 1993/94, it being understood that
       (i) the above tax warranty will cover the results of any
tax audit officially initiated (or notified in advance
       pursuant to sec. 148 para 5 Federal Tax Procedure Code) prior
       to the lapse of the above 36-months period, regardless of the
       termination of such audit and the ensuing proceedings, if any,
       provided that the Purchasers notify the Sellers of the
       commencement of such tax audit prior to the lapse of such
       period and (ii) the management of the VOGEL-PUMPEN Companies
       shall be free to determine the time for filing the above
       income tax returns, irrespective of past practice.

       The warranty period for claims under the Environmental
       Warranty shall expire five (5) years after the Closing Date.

       The Purchasers must raise their claims (together with
       reasonable substantiation) in writing within 60 (sixty) days
       after discovering a fact which gives raise to a claim, but in
       any case before the end of the warranty period and must,
       furthermore, initiate arbitration proceedings within a further
       period of twelve months if no agreement with the Sellers is
       reached on such claims in order not to have their claims
       statute-barred.

5.5    Claim limit:

       The sellers shall not be jointly, but only severally liable
       for any claims raised by the Purchasers out of this Agreement,
       each seller pro rata its present shareholding in the Company.

       The aggregate liability of the Sellers taken together shall be
       limited (i) to 14 % (fourteen percent) of ATS 184,000,000.00,
       i. e., ATS 25,760,000.00, for claims duly notified to the
       Sellers within twelve months following the Closing Date, and
       (ii) to 7 % (seven percent) of ATS 184,000,000.00 i.e.,
       12,880,000.00, for claims duly notified to the Sellers after
       the twelfth, but on or before the last day of the eighteenth
       month immediately following the Closing Date, it being
       understood that the aggregate liability of the Sellers with
       respect to both categories of claims as aforesaid shall not
       exceed ATS 25,760,000.00.  Notwithstanding the above, the
       above claim limit shall not apply to claims relating to
       unrestricted title to the Shares and the existence of the
       VOGEL-PUMPEN Companies (sub-sections 5.2.a and b) and the tax
       warranty pursuant to sub-section 5.2(i) above where the
       aggregate maximum liability shall be the ATS 184,000,000.00. 
       When calculating the above limit, the claims not having such
       a limit shall not be taken into consideration.
Furthermore, the above claim limit of 14%/7% shall not apply 
       to claims under the Environmental Warranty, where the claim
       limit shall be 5.5% of ATS 184,000,000.00, i.e., ATS
       10,120,000.00.  For the avoidance of doubt, claims under the
       Environmental Warranty shall be dealt with separately, as far
       as the Claim Limit is concerned, from other claims for breach
       of warranties.  Consequently, the claim limit for those two
       kinds of claims shall be separate.

       No claim shall be brought against the Sellers nor shall the
       Sellers be liable to the Purchasers in respect of a breach of
       any of the Sellers' Warranties unless the aggregate amount of
       the liability of the Sellers for all such claims exceeds ATS
       1,200,000.00 and then in respect of just the excess over ATS
       1,200,000.00.

       The above provisions shall, however, not apply with respect to
       claims under the Environmental Warranty where no minimum
       threshhold is applicable.

5.6    Any claims of the Purchasers for breach of the Sellers'
       Warranties (except for claims under the Environmental
       Warranty) shall as a rule be satisfied from the portion of the
       Purchase Price deposited on the Escrow Account pursuant to
       sub-section 3.1 (b).  Consequently, the Escrow Account shall
       not secure claims under the Environmental Warranty and the
       release of funds on the Escrow Account (as specified below)
       shall not be prevented or impaired by any claim under the
       Environmental Warranty or by any dispute with respect to such
       claims.  Each claim of the Purchasers must be reasonably
       substantiated.  The Purchasers shall provide the Sellers and,
       at their request, their advisors will all information they may
       reasonably request in order to ascertain the validity of such
       claims.  The Purchasers shall, furthermore, grant the Sellers
       and their advisors all access to the books and records of the
       VOGEL-PUMPEN Companies that they may reasonably request in
       order to examine such claims.  At the request of the Sellers,
       the Purchasers shall enable the Sellers and/or their advisors
       to assume the defence of any claims and in any proceedings
       brought against the VOGEL-PUMPEN Companies and which are the
       subject of a claim for breach of the Sellers' Warranties, in
       particular tax proceedings, and to file any submissions and
       appeals that the Sellers and/or their advisors may deem
       advisable or appropriate.  The Purchasers shall cause the
       VOGEL-PUMPEN Companies to sign and execute any and all
       documents, including but not limited to powers of attorney to
       the Sellers and/or their advisors, deemed necessary or
       advisable by the Sellers in this respect.
The Sellers shall notify the Purchasers within a reasonable
       time whether and to which extent they accept a claim raised by
       the Purchasers. With respect to any amount accepted by the
       Sellers to be justified, the Sellers shall issue a
       confirmation in writing which confirmation shall be deemed to
       be the authorization for the Escrow Agent to release and
       disburse such amount to the Purchasers from the portion of the
       Purchase Price remaining on the Escrow Account.

       At the end of 54-week period immediately following the Closing
       Date the Escrow Agent shall release, and pay to the Sellers in
       proportion to their present shareholding in the Company, from
       the portion of the Purchase Price initially deposited on the
       Escrow Account an amount equal to the balance of (a) 50 % of
       such initially deposited amount and (b) the aggregate of the
       amounts with respect to which the Escrow Agent has received
       (i) a written confirmation by the Sellers agreeing to release
       to the Purchasers a specified amount in settlement of a
       justified claim of the Purchasers or (ii) written evidence
       that the Purchasers have duly notified the Sellers of a claim
       in such amount for breach of the Sellers' Warranties.

       At the end of a 18-month plus two weeks period immediately
       following the Closing Date the Escrow Agent shall release, and
       pay to the Sellers in proportion to their present shareholding
       in the Company, from the portion of the Purchase Price
       initially deposited on the Escrow Account and remaining after
       the lapse of the above 54-week period, an amount equal to the
       balance of (a) such remaining amount and (b) the aggregate of
       the amounts with respect to which the Escrow Agent has
       received (i) a written confirmation by the Sellers agreeing to
       release to the Purchasers a specified amount in settlement of
       a justified claim of the Purchasers or (ii) written evidence
       that the Purchasers have duly notified the Sellers of a claim
       in such amount for breach of the Sellers' Warranties.

       Any amounts corresponding to amounts with respect to which the
       Escrow Agent has received evidence of a duly notified claim by
       the Purchasers shall continue to be held in escrow until the
       Escrow Agent either has received written confirmation from the
       Sellers agreeing to release a specified amount to the
       Purchasers or, but not later than 31 months immediately
       following the Closing Date, reasonably satisfactory evidence
       that the Purchasers have initiated arbitration proceedings
       pursuant to this Agreement for a specified amount.  Any
       amounts with respect to which the Escrow Agent shall not have
       received a confirmation or evidence as aforesaid shall be
       released by the Escrow Agent to the Sellers after the lapse of
       a 31-month plus one week period following the Closing Date in
       proportion to the present shareholdings of the Sellers in the
       Company.
Any amounts retained by the Escrow Agent as a consequence of
       its notification of the initiation of arbitration proceedings
       shall either be paid to the Purchasers upon presentation of a
       final arbitral award confirming that the Purchasers' claims
       were justified, and in the amount set forth in such award, or,
       alternatively, to the Sellers upon presentation of a final
       arbitral award rejecting the Purchasers' claims in whole or in
       part (in the latter case only with respect to such amount not
       awarded to the Purchasers) in proportion to their present
       shareholdings in the Company.

       Any acceptance by the Sellers of a claim raised by the
       Purchasers and/or any confirmation to release an amount to the
       Purchasers from the Escrow Account shall be deemed validly
       given only if duly signed by all the Sellers (or their
       successors in law).

       The fees and expenses of the escrow Agent for maintaining and
       operating the Escrow Account and for performing the
       obligations set forther herein and in the Escrow Agreement
       shall be borne one half by the Purchasers and one half by the
       Sellers.

       In case arbitration proceedings with respect to a claim of the
       Purchasers are commenced and an arbitral award rendered in
       such proceedings and such award challenged on the ground of
       Sec. 595 (1) fig.7 of the Austrian Code of Civil Procedure,
       ("Wiederaufnahmsklage") such action shall not be a cause for
       not releasing any amounts remaining on the Escrow Account to
       the Sellers if such amounts were due to them pursuant to such
       arbitral award.
SECTION VI
                                   MANAGEMENT

It is in the joint interest of the contracting parties that the
Sellers, insofar as they have been involved in the management of
the VOGEL-PUMPEN Companies up till now, continue their activities
within the Goulds Pumps Group.  Accordingly, the existing employ-
ment contracts shall be terminated as of the Closing Date and all
payments due to the existing managing directors shall be paid to
them by the Company.  New service contracts shall be negotiated in
good faith and shall be signed on or before the Closing Date.  The
Purchasers agree that such Sellers shall be authorized to devote a
reasonable amount of time to the management of the company
carrying on the Frigopol Business.
SECTION VII
          CONDITIONS PRECEDENT TO TRANSFER OF OWNERSHIP AND PAYMENT OF
                           PURCHASE PRICE ("CLOSING")

The obligation of the Sellers to transfer ownership to the Shares
to the Purchasers and the obligation of Purchasers to pay the
Purchase Price to the Sellers are subject to the satisfaction, at
or prior to the Closing Date, of each of the following conditions
precedent unless compliance with such condition precedent is waived
by the parties to the benefit of which such condition was included. 
Each party shall use best efforts to meet or cause to be met all
conditions precedent within its own sphere of influence or that are
to be fulfilled by it.

7.1    Specific conditions to be fulfilled by the Sellers

A)     At the Closing, the Sellers shall deliver to the Purchasers:

       a)    the resignations of the members of the Supervisory Board
             of the Company referred to in Section 8.2;

B)     On or before the Closing Date the Sellers shall deliver to the
       Purchasers

       a)    evidence of the completion of the divestiture of the
             Frigopol Business as specified in sub-section 4.4.;

       b)    evidence of the completion of the sale of land specified
             in sub-section 8.1.

7.2    Specific conditions to be fulfilled by the Purchasers

A)     At the Closing, the Purchasers shall deliver to the Sellers:

       a)    releases of the Sellers for any personal liability
             assumed by any of them for indebtedness of any or all of
             the VOGEL-PUMPEN Companies towards credit institutions,
             leasing companies and "Beteiligungsfondsgesellschaften".

B)     On or before the Closing Date, the Purchasers shall deliver
       to the Sellers

       a)    certified resolutions of the Board of Directors of Goulds
             Pumps, Ltd., authorizing and approving the execution,
             delivery and performance of this Agreement and all other
             documents and agreements to be executed and delivered by
             Goulds Pumps Ltd. in connection herewith;
b)    an opinion of English counsel to Goulds Pumps Ltd., in
             the form attached as Annex 7.3.c;

7.3    Specific conditions requested by the Purchasers

       On or before the Closing Date, the Purchasers shall have
       received:

       a)    approval by the board of directors of Goulds Pumps, Inc.
             of the transaction contemplated by this Agreement.

7.4    Specific conditions to be fulfilled by Sellers and Purchasers

       a)    conclusion of the Escrow Agreement
SECTION VIII
                         CERTAIN ACTIONS BEFORE CLOSING

8.1    Prior to the Closing Date, the Sellers shall cause VOGEL-
       PUMPEN to sell to some or all of the Sellers the piece of land
       registered with the land register under file no. EX 5075 of
       the land register of 11142 Stockerau. The purchase price shall
       be ATS 980,595.00.  The transfer costs, including but not
       limited to land transfer tax, registration fees and legal
       fees, shall be borne by VOGEL-PUMPEN.  VOGEL-PUMPEN shall also
       bear the costs of erecting a fence at the border of this piece
       of land and the present site of VOGEL-PUMPEN, such cost not to
       exceed ATS 2,800.00 per meter, excluding VAT.  The purchase
       contract for the land shall provide for a right of first
       refusal ("Vorkaufsrecht") to be granted to VOGEL-PUMPEN and to
       be registered in the land register in favour of VOGEL-PUMPEN.

8.2    Upon timely written request of the Purchasers, the Sellers
       will ensure that on the Closing Date the members of the
       Supervisory Board of the Company (to the extent they have not
       been appointed by the employees) have handed in their letters
       of resignation or that they are recalled.  The Purchasers
       undertake to ensure that such resigning persons will be
       released from their liability in the shareholders' meeting
       which addresses the financial statements of fiscal year
       1993/1994.

8.3    The financial statements for the fiscal year 1993/1994 will be
       formally approved prior to the Closing Date and a discharge of
       liability of the managing directors for the fiscal year
       1993/1994 will be voted for.

8.4    On or before the Closing Date the Purchasers shall cause the
       release of the Sellers for any personal liability assumed by
       any of them for indebtedness of any or all of the VOGEL-PUMPEN
       Companies towards credit institutions leasing companies and
       "Beteiligungsfondsgesellschaften" and shall, if necessary or
       requested, constitute adequate substitute security for the
       benefit of the persons or entities towards which any or all of
       the Sellers have assumed such securities in the past.

8.5    On or before the Closing Date the Sellers will provide the
       Purchasers with the following tax related documents:

       (a)   a signed copy of all statutory reports for the fiscal
             year 1993/1994;
(b)   signed copies of the income tax returns for all VOGEL-PUMPEN
       Companies for the fiscal year 1992/93, which shall be
       prepared, signed and filed by the respective companies prior
       to the Closing Date; and

       (c)  signed income tax returns for all VOGEL-PUMPEN Companies
       for the fiscal year 1993/94, which shall be prepared, signed
       and otherwise ready for actual filing in accordance with sub-
       section 5.4.
SECTION IX
                         APPLICABLE LAW AND ARBITRATION

9.1    This Agreement and any and all agreements and contracts
       entered into in connection herewith, including the following
       arbitration clause, shall be governed by Austrian law,
       excluding, however, its conflict of laws rules.

9.2    Submission to arbitration

       All disputes between or among the parties to this Agreement
       and/or the legal successors of the parties arising out of or
       in connection with this Agreement, including but not limited
       to any question regarding its existence, validity or
       termination, shall be finally settled, to the exclusion of
       proceedings before courts of law, under the Rules of
       Arbitration and Conciliation ("Vienna Rules") of the Inter-
       national Arbitral Center of the Federal Economic Chamber,
       Vienna (in the version in force at the time of the signature
       of this Agreement) by three arbitrators appointed in
       accordance with the said Rules.

9.3    Multi-party proceeding

       (a)   As more than two persons are party to this Agreement, it
             is expressly stipulated that more than one claimant
             and/or more than one defendant are permitted.

       (b)   For the purpose of the nomination of arbitrators, there
             is deemed to be only one claimant party and one defendant
             party, regardless of whether multiple parties appear. 
             Unless otherwise provided, the nomination and the
             appointment of arbitrators shall be made in accordance
             with the Vienna Rules, in particular their Section 10. In
             the event of conflicting legal acts by joint parties, the 
             provisions of the Austrian Code of Civil Procedure
             concerning the joinder of parties shall be applicable.

9.4    Place of arbitration

       (a)   The place of arbitration shall be Vienna, Austria.

       (b)   The arbitral tribunal is nevertheless authorized to carry
             out certain portions of the proceedings, for example
             meetings, hearing of witnesses, out-of- court viewing and
             the like, outside of the agreed upon place of
             arbitration, if the arbitrators so determine.
9.5    Proceedings

       (a)   The proceedings shall be governed by the Vienna Rules. 
             The application of Section 595 (1) fig. 7 of the Austrian
             Code of Civil Procedure is not waived by the parties.

       (b)   The language of arbitration shall be English. The parties
             are nevertheless entitled to submit documents in the
             German language, if the document is originally in German,
             without having to provide a translation.  Nevertheless,
             the arbitrators may order the submitting party to provide
             an English translation.

       (c)   The losing party in the proceeding shall compensate the
             prevailing party for the costs of arbitration.  The
             arbitrators may determine the amount of said costs
             without taking any guidelines for fees or disbursements
             into consideration.  In case a party prevails only
             partially, the arbitrators are authorized to award a
             proportionate amount of the costs or arbitration to such
             party.

       (d)   Any award or other decision of the arbitral tribunal
             shall be made by a majority of the arbitrators.  In
             addition to making a final award, the arbitral tribunal
             shall be entitled to make interim, interlocutory or
             partial awards.  Procedural decisions may be taken and/or
             executed by the chairman alone provided he has consulted
             the other arbitrators (at least over the phone).
SECTION X
                               GENERAL PROVISIONS

10.1   Every assignment or transfer of the contractual rights or
       duties of any of the parties shall require the prior consent
       of the other parties.

10.2   All notices, notifications, returns, declarations and
       statements given and made hereunder to any other contracting
       party may be made by registered letter or by fax.  Stricter
       formal requirements contained herein for the issuance of
       specific statements or notifications shall not be affected
       thereby; such statements or notifications shall then be given
       by registered letter.  The notices of whatever kind shall be
       directed to the telefax numbers or postal addresses specified
       below, unless the contracting parties will have notified the
       other parties of different numbers or addresses to be
       applicable:

       for the Sellers:
                                    (a)Ing. Gerhard Vogel
                                       Wiesnerstrabe 10
                                       A-2000 Stockerau 
                                       Fax no. (43-2266) 626 388

                                    (b)Lauermann Familien-Privatstiftung
                                       Goldschmiedgasse 6
                                       A-1010 Vienna

       for the Purchasers:     Goulds Pumps GmbH,
                                    c/o Dorda, Brugger & Jordia
                                    Dr. Karl Lueger-Ring 12,     
                                    A-1010 Vienna, Austria
                                    Fax no. (+43-1) 533 47 97

10.3   Amendments to and modifications of this Agreement shall be
       valid only if executed in writing.  Any and all agreements
       between the contracting parties prior to the signing of the
       present Share Purchase Agreement become inoperative.

10.4   If any provision hereof is or becomes invalid, this shall not
       affect the other provisions hereof.  The invalid provision
       shall be replaced by a provision which, from its economic
       purpose and effect, comes as close as possible to the invalid
       provision and which is consistent with the original intent of
       the parties.
10.5   The Purchasers shall bear the fees, expenses, taxes and
       charges, if any, incurred in connection with the
       transformation of the Company into a stock corporation and the
       transfer of the Shares contemplated herein, including but not
       limited to capital transfer taxes, stock exchange turnover tax
       and real estate transfer tax.

10.6   Notwithstanding anything to the contrary contained herein, the
       Purchasers may sell the Shares or transfer their rights under
       this Agreement to an affiliate in which case all references to
       "Purchasers" shall be deemed to mean such affiliate; provided,
       however, that such assignment or transfer shall not affect the
       Purchasers' obligations under this Agreement.  In case of the
       acquisition of the Shares by a nominee of the Purchasers, the
       Purchasers herewith irrevocably and unconditionally guarantee
       the performance of such nominee's obligations as acquiror of
       the Shares pursuant to this Agreement. No nominee or affiliate
       as aforesaid shall be acceptable to the Sellers, and no
       assignment and transfer as aforesaid shall be valid, unless
       such nominee, transferee or assignee has submitted in writing
       to arbitration pursuant to Section 9 above.

10.7   This Agreement shall be established in six counterparts, with
       one copy for each of the Sellers and one copy for each of the
       Purchasers.  The original language of this Agreement shall be
       the English language and an authenticated translation of this
       Agreement into the German language shall be enclosed to the
       Agreement.  In case of any discrepancies between the two
       versions, the English language version shall prevail.

Vienna, December 5, 1994

____________________________         ___________________________
Goulds Pumps GmbH                                          Goulds Pumps Ltd.

____________________________         ___________________________
Ing. Gerhard Vogel                   Lauermann         Familien-
                                     Privatstiftung

____________________________
Hermine Vogel
SCHEDULE OF ANNEXES

Annex 1.1. a       Description of Frigopol Business
                     bFinancial Statements of the VOGEL-PUMPEN Companies
                     cAccounting Principles

Annex 5.2. f       Charges and Encumbrances to Movable and Immovable
                   Assets
                    - registered mortgages
                    - non-registered mortgages
                    - global assignment of accounts receivable

Annex 5.2. h       Extraordinary claims of third parties

Annex 5.2. k       Labor-law agreements, fringe benefits, pension
                   schemes

Annex 5.2. n       Proceedings pending before courts, arbitral
                   tribunals or administrative authorities
                   - Ochsner license / distribution agreements
                     termination

Annex 7.3. c       Form of legal opinion of U.K. counsel to the 
                   Purchasers
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 19, 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.)