8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    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): February 24, 2004


                              GOODRICH CORPORATION
               (Exact Name of Registrant as Specified in Charter)






    New York                         1-892                     34-0252680
(State or Other                   (Commission                  (IRS Employer
Jurisdiction of                   File Number)               Identification No.)
 Incorporation)

                              Four Coliseum Centre
                              2730 West Tyvola Road
                         Charlotte, North Carolina 28217
               (Address of Principal Executive Offices)(Zip Code)


       Registrant's telephone number, including area code: (704) 423-7000






ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On February 24, 2004, Goodrich Corporation ("Goodrich") issued a press
release announcing that it had been required to revise its previously announced
financial results for the fourth quarter and full year 2003 due to a subsequent
event. A copy of the press release is furnished as Exhibit 99.1 hereto.














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                                   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.


                                            GOODRICH CORPORATION
                                            (Registrant)


Date: February 24, 2004                     By:  /s/ Robert D. Koney, Jr.
                                                 -----------------------------
                                                 Robert D. Koney, Jr.
                                                 Vice President and Controller


















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                                  EXHIBIT INDEX


Exhibit 99.1      Goodrich Corporation Press Release dated February 24, 2004
                  titled "Goodrich Required to Revise Previously Announced
                  Fourth Quarter and Full Year 2003 Results Due to February 16,
                  2004 Subsequent Event".

















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EX-99.1

                             (GOODRICH LETTERHEAD)



                                                                    NEWS RELEASE

GOODRICH REQUIRED TO REVISE PREVIOUSLY ANNOUNCED FOURTH QUARTER AND FULL YEAR
2003 RESULTS DUE TO FEBRUARY 16, 2004 SUBSEQUENT EVENT

CHARLOTTE, NC, February 24, 2004 - Goodrich Corporation announced today that on
February 16, 2004 it was notified by Pratt & Whitney, a United Technologies
Company, that it will not have requirements for original equipment PW4000 engine
nacelle components after Goodrich completes delivery of 45 shipsets (2 units per
shipset) through early 2005. Goodrich had originally forecasted 90 shipsets to
be delivered through 2009. As a result of this action, the company's total
estimated revenue associated with this contract has been significantly reduced
and anticipated cost reductions related to future deliveries under this contract
will not occur.

The notice of termination is considered a Type 1 subsequent event under
generally accepted accounting principles, the effects of which must be reflected
in the Company's 2003 financial statements. As a result, the company has
recorded a pre-tax charge of $15.1 million, as of December 31, 2003, related to
this contract. The charge includes impairment of excess over average inventory
of $7.0 million and $8.1 million for forward losses relating to the reduction in
forecasted contract revenue and the increase in costs.

After giving effect to this charge, the company had fourth quarter 2003 net
income of $23 million, or $0.19 per diluted share, on sales of $1,130 million.
For the full year 2003, the company had net income of $100 million, or $0.85 per
diluted share, on sales of $4,383 million. These amounts reflect a reduction of
$10 million to net income, and $0.08 to earnings per diluted share when compared
to the amounts previously reported in the company's press release announcing
full year 2003 results, dated February 5, 2004, and are the only changes to the
profit and loss data included in that release.

The charge does not impact previously reported sales or cash flow, and does not
change the 2004 outlook provided by Goodrich in the February 5, 2004 press
release.

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(GOODRICH LOGO)


Goodrich Corporation, a Fortune 500 company, is a leading global supplier of
systems and services to the aerospace and defense industry. Goodrich technology
is involved in making aircraft fly... helping them land... and keeping them
safe. Serving a global customer base with significant worldwide manufacturing
and service facilities, Goodrich is one of the largest aerospace companies in
the world. For more information visit http://www.goodrich.com

Forward-looking Statements

Certain statements made in this release are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 regarding
the company's future plans, objectives, and expected performance. Specifically,
statements that are not historical facts, including statements accompanied by
words such as "believe," "expect," "anticipate," "intend," "estimate," or
"plan," are intended to identify forward-looking statements and convey the
uncertainty of future events or outcomes. The company cautions readers that any
such forward-looking statements are based on assumptions that the company
believes are reasonable, but are subject to a wide range of risks, and actual
results may differ materially.

Important factors that could cause actual results to differ include, but are not
limited to: the extent to which the company is successful in integrating
Aeronautical Systems in a manner and a timeframe that achieves expected cost
savings and operating synergies; potential contractual disputes with Northrop
Grumman related to the purchase of Aeronautical Systems; the nature, extent and
timing of the company's proposed restructuring and consolidation actions and the
extent to which the company is able to achieve savings from these actions; the
possibility of additional restructuring and consolidation actions beyond those
previously announced by the company; global demand for aircraft spare parts and
aftermarket services; threats associated with and efforts to combat terrorism,
including the current situation in Iraq; the impact of Severe Acute Respiratory
Syndrome (SARS) or other airborne respiratory illnesses on global travel; the
health of the commercial aerospace industry, including the impact of additional
bankruptcies in the airline industry; demand for and market acceptance of new
and existing products, such as the Airbus A380, the Joint Strike Fighter and the
Embraer 190; potential cancellation of orders by customers; successful
development of products and advanced technologies; the effect of changes in
accounting policies including changes to the company's contract accounting
methods and the expensing of stock options; the extent to which expenses related
to employee and retiree medical and pension benefits continue to rise;
competitive product and pricing pressures; the company's ability to recover from
third parties under contractual rights of indemnification for environmental and
other claims arising out of the divestiture of our tire, vinyl and other
businesses; possible assertion of claims against the company on the theory that
it, as the former corporate parent of Coltec Industries Inc, bears some
responsibility for the asbestos-related liabilities of Coltec and its
subsidiaries, or that Coltec's dividend of its aerospace business to the company
prior to the EnPro spin-off was made at a time when Coltec was insolvent or
caused Coltec to become insolvent; domestic and foreign government spending,
budgetary and trade policies; economic and political changes in international
markets where the company competes, such as changes in currency exchange rates,
inflation rates, recession and other external factors over which the company has
no control; and the outcome of contingencies (including completion of
acquisitions,


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(GOODRICH LOGO)


divestitures, litigation and environmental remediation efforts). Further
information regarding the factors that could cause actual results to differ
materially from projected results can be found in the company's filings with the
Securities and Exchange Commission, including in the company's Annual Report on
Form 10-K for the year ended December 31, 2002.

The company cautions you not to place undue reliance on the forward-looking
statements contained in this release, which speak only as of the date on which
such statements were made. The company undertakes no obligation to release
publicly any revisions to these forward-looking statements to reflect events or
circumstances after the date on which such statements were made or to reflect
the occurrence of unanticipated events.


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