8-K

UNITED STATES
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): September 7, 2005

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

Section 5 — Corporate Governance And Management
	Item 5.02. Departure Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers.
Signatures
EX-99.1

Section 5 — Corporate Governance And Management

Item 5.02. Departure Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers.

     (c) As previously reported in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, our Board of Directors elected Scott E. Kuechle to the position of Senior Vice President and Chief Financial Officer, effective August 9, 2005. Mr. Kuechle, who previously served as our Vice President and Controller (our chief accounting officer), continues to serve as our Controller until his successor is elected.

     On September 7, 2005, the Compensation Committee of our Board of Directors approved changes to Mr. Kuechle’s compensation arrangements to reflect his new responsibilities as Senior Vice President and Chief Financial Officer. These changes are retroactive to August 9, 2005. A summary of Mr. Kuechle’s current compensation arrangements is filed as Exhibit 99.1 hereto and incorporated by reference herein.

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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: September 13, 2005	By:	/s/ Kenneth L. Wagner
		Kenneth L. Wagner Assistant Secretary

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EX-99.1

Exhibit 99.1

Compensation Arrangements for Scott E. Kuechle

Set forth below is a summary of the current compensation arrangements for Scott E. Kuechle in his capacity as Senior Vice President and Chief Financial Officer of Goodrich Corporation (the “Company”). These compensation arrangements were approved by the Compensation Committee of the Company’s Board of Directors on September 7, 2005 and are retroactive to August 9, 2005.

Mr. Kuechle is an at-will employee whose compensation and employment status may be changed at any time in the discretion of the Company’s Board of Directors, subject only to the terms of the management continuity agreement referenced below

Base Salary. Effective August 9, 2005, Mr. Kuechle’s annual base salary is $320,000.

Annual and Long-Term Incentive Plans. Mr. Kuechle is eligible to:

• Receive an annual cash incentive award pursuant to the Management Incentive Program (filed as Exhibit 10(U) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (the “Form 10-K”)).

• Participate in the Company’s long-term incentive program, which currently involves the award of restricted stock units, stock options and performance units pursuant to the Company’s 2001 Equity Compensation Plan (filed as Appendix B to the Company’s 2005 proxy statement dated March 7, 2005).

Benefit Plans and Other Arrangements. Mr. Kuechle is eligible to:

• Participate in the Company’s broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs, qualified 401(k) and pension plans and a severance plan.

• Participate in non-qualified 401(k) and pension plans (filed as Exhibits 10(Y) and 10(Z) to the Form 10-K) and a supplemental executive retirement plan (the form of which is filed as Exhibit 10(X) to the Form 10-K).

• Receive certain perquisites offered by the Company, including an automobile allowance, automobile and umbrella liability insurance, financial counseling and tax preparation, club membership, annual physical examination, long-distance telephone service and employee life insurance. Mr. Kuechle is also eligible to receive a tax gross-up payment on certain of the above perquisites.

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Management Continuity Agreement. The Company and Mr. Kuechle are parties to a management continuity agreement (the form of which is filed as Exhibit 10(BB) to the Form 10-K), which provides for a two-year period of employment commencing upon a change in control of the Company (as defined in the agreement) in the same position and with the same responsibilities and authorities that Mr. Kuechle possesses immediately prior to a change in control and generally with the same benefits and level of compensation, including average annual increases. If the Company or its successor terminates his employment during that two-year period for reasons other than “cause” or he voluntarily terminates his employment for a “good reason” (in each case as defined in the agreement), Mr. Kuechle would be entitled to the equivalent of three years of additional compensation and benefits (including excise tax gross-up) calculated in accordance with the agreement.

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