8-K

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

December 31, 2005

(Date of earliest event reported)

FLOW INTERNATIONAL CORPORATION

(Exact name of Registrant as specified in its charter)

Washington	0-12448	91-1104842
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

23500 - 64th Avenue South, Kent, Washington 98032

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code:

(253) 850-3500

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  Entry into a Material Definitive Agreement.

On December 31, 2005, Flow International Corporation (the “Company”) entered into a Third Amendment to Registration Rights Agreement (the “Third Amendment”) with certain institutional investors. The Third Amendment relates to the terms of a Private Investment in Public Equity transaction (“PIPE Transaction”) that the Company closed on March 21, 2005 (the “Closing Date”). The PIPE Transaction involved the private placement with institutional investors of 17,473,115 units of securities, each unit of securities comprised of one share of common stock and a warrant to purchase one-tenth of a share of common stock, at a per-unit price of $3.72.

Under the terms of the PIPE Transaction, the Company was obligated to register the shares of common stock being sold, and the shares issuable upon exercise of the warrants, for resale on a registration statement to be filed within 60 days of the Closing Date. Furthermore the registration statement was to become effective within 180 days of the Closing Date (September 17, 2005) or the Company would incur certain penalties. By first and second amendments the terms of the PIPE were amended to provide that the registration statement must become effective within 285 days of the Closing Date (December 31, 2005). By this Third Amendment the terms of the PIPE Transaction were amended to provide that the registration statement must become effective within 316 days of the Closing Date (January 31, 2006) or certain penalties will be incurred. All other terms of the PIPE Transaction remain unchanged.

The foregoing is a summary of the terms of the Third Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is attached hereto as Exhibit 10.1.

ITEM 9.01.  Financial Statements and Exhibits.

(c) Exhibits

10.1 Form of Third Amendment to Registration Rights Agreement of Flow International Corporation, dated December 31, 2005.

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 hereunto duly authorized.

Date: January 4, 2006	FLOW INTERNATIONAL CORPORATION
	By:	/s/ John S. Leness
		John S. Leness
		General Counsel and Secretary

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This Agreement (the “Third Amendment”) is entered into between Flow International Corporation (the “Company”) and the undersigned as of December 31, 2005. It further amends the Registration Rights Agreement (the “Agreement”) made and entered into as of February 21, 2005, by and among the Company and the investors signatory thereto (each an “Investor” and collectively, the “Investors”) as amended as of September 13, 2005 (“First Amendment”) and October 12, 2005 (“Second Amendment”). Capitalized terms not specifically defined herein shall have the same meaning as in the Agreement. For good and adequate consideration, receipt of which is hereby acknowledged, the undersigned agree(s) as follows

1. The undersigned is an “Investor.” The Investor continues to hold the Registrable Securities acquired pursuant to the Purchase Agreement.

2. The First Amendment amended the term “Effectiveness Date” as used in the Agreement by substituting “210^th” for “180^th” and the Second Amendment amended the term “Effectiveness Date” by substituting “285^th” for “210^th.” Pursuant to Section 6(f) of the Agreement, the Agreement as amended by the First Amendment and the Second Amendment is further amended to read as follows:

“Effectiveness Date” means (a) with respect to the initial Registration Statement required to be filed under Section 2(a), the earlier of: (a)(i) the 316^th calendar day following the Closing Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the initial Registration Statement will not be reviewed or is no longer subject to further review and comments, and (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(b), the earlier of (i) the 316^th calendar day following (x) if such Registration Statement is required because the Commission shall have notified the Company in writing that certain Registrable Securities were not eligible for inclusion on a previously filed Registration Statement, the date or time on which the Commission shall indicate as being the first date or time that such Registrable Securities may then be included in a Registration Statement, or (y) if such Registration Statement is required for a reason other than as described in (x) above, the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement(s) is required, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such additional Registration Statement will not be reviewed or is no longer subject to further review and comments.

3. Except as expressly provided for in this Third Amendment, the Agreement as amended by the First Amendment and Second Amendment will remain unchanged and in full force and effect. The term “Agreement”, as used in the Agreement and all other instruments and agreements executed thereunder, shall for all purposes refer to the Agreement as amended by the First Amendment, the Second Amendment and this Third Amendment.

4. This form of the Third Amendment is one of several identical forms of the Third Amendment, the others to be executed by other Investors. This Third Amendment and the other identical forms of Third Amendment shall become effective when executed forms of Third Amendments given by Holders of no less than a majority in interest of the outstanding Registrable Securities shall be delivered to the Company.

Flow International Corporation:
	Its
	Name of Investor	Number of Registrable Securities Held (Equal to number of shares and warrants purchased under Purchase Agreement)
By:
	Its