Mail Stop 3561

March 27, 2006


Via U.S. Mail

Mr. Marshall O. Larsen
Chief Executive Officer
Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217


	RE:	Goodrich Corporation
		Form 10-K for the year ended December 31, 2005
		Filed March 22, 2006
		File No. 001-00892

Dear Mr. Larsen:

We have reviewed your filings and have the following comments.
Where
indicated, we think you should revise your document in future
filings
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filings.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.





Annual Report on Form 10-K for the year ended December 31, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 24
2005 Summary Performance, page 27

1. Please provide further details concerning the reserves related
to
the A380 actuation system.  Specifically provide amounts for each
charge including the obsolete inventory, supplier claims, impaired
assets and tell us where these are reported in your financial
statements.  Please include journal entries recorded in your
response.  We may have further comments.


Results of Operations, page 29
Partial Settlement with Northrop Grumman, page 30

2. Please explain the partial settlement agreed to with Northrop
Grumman.  Specifically identify liabilities you assumed, any
liabilities you expect to incur above those assumed, amounts still
under dispute with Northrop Grumman and other relevant
liabilities,
receivables, and charges incurred relating to the settlement.
Please
include journal entries recorded in your response and fully
explain
the nature of the dispute and when final resolution of all matters
with Northrop is expected, including settlement of liabilities
assumed.  We may have further comments.


Year Ended December 31, 2005 Compared with Year Ended December 31,
2004, page 31

3. In future filings, where changes in revenue and expense amounts
are related to several factors, each significant factor should be
separately quantified and discussed.  For example, please quantify
and discuss each of the factors contributing to the decrease in
general and administrative costs listed on page 31, the tax
litigation costs, information technology costs, and incentive
compensation costs.


Notes to Consolidated Financial Statements, page 73
Note 1.  Significant Accounting Policies, page 73
Inventories, page 73

4. Please provide further details on pre-production costs
capitalized
to inventory.  Explain the nature of the costs and the literature
that supports your accounting treatment.  We may have further
comments.
Participation Payments, page 75
Note 13.  Other Assets, page 92

5. We note from your disclosure in Note 13 that the balance of
participation payments increased from $23.8 million at December
31,
2004 to $118.1 million at December 31, 2005.  You also disclose in
Note 13 that the increase is primarily due to contracts for
aircraft
component delivery programs.  We further note that these payments
are
made to OEMs to obtain a secured position on aircraft programs and
are made under contractual agreements.  In this regard, please
tell
us the nature of the program in appropriate detail.  Discuss why
it
is appropriate to capitalize these payments and the accounting
literature upon which you relied.  Address in your response
whether
the participation payment amounts disclosed in Note 13 reflect for
each period presented, the full amount of participation payments
that
will be made over 10 years.  Also advise us of your rationale
supporting your amortization method.    Please revise your
disclosure
in future filings to fully explain the nature of these contracts
and
the related impact on your financial statements.  Please include
your
proposed disclosure in your response.  We may have further
comments
after reviewing your response.


Note 24. Stock-Based Compensation, page 123
Performance Units, page 126

6. Please clarify your policy for recognizing compensation expense
on
the issuance of performance units.  We note that you currently
recognize the expense as the performance criteria are met.  Tell
us
if you consider the probability of the performance condition being
met and recognize compensation expense accordingly.  Please refer
to
the guidance in SFAS 123 and SFAS 123R and advise.


*    *    *    *


As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comments
and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings to be certain that the filings
include all information required under the Securities Exchange Act
of
1934 and they have provided all information investors require for
an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Heather Tress at (202) 551-3624 or Katherine
Mathis
at (202) 551-3383 if you have questions.

Sincerely,



Linda Cvrkel
Branch Chief

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Mr. Marshall O. Larsen
Goodrich Corporation
March 27, 2006
Page 1