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): October 25, 2005

GOODRICH CORPORATION

(Exact name of registrant as specified in its 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))

Section 5 – Corporate Governance And Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (b) As previously reported, Goodrich’s 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 Goodrich’s Vice President and Controller (the chief accounting officer), continued to serve as Controller until his successor was elected effective October 28, 2005. Mr. Kuechle continues to serve as Goodrich’s Senior Vice President and Chief Financial Officer.

     (c) The Goodrich Board of Directors has elected Scott A. Cottrill to the position of Vice President and Controller, effective October 28, 2005. In that position he will serve as the chief accounting officer of Goodrich.

     Mr. Cottrill, age 40, joined Goodrich in 1998 as Director – External Reporting. He later served as Director – Accounting and Financial Reporting from 1999 to 2002 and as Vice President, Internal Audit from 2002 to 2005 . Mr. Cottrill was elected as Vice President and Controller effective October 28, 2005. Prior to joining Goodrich, Mr. Cottrill served as a Senior Manager with PricewaterhouseCoopers LLP. Mr. Cottrill received a B.S. in accounting from The Pennsylvania State University and is a Certified Public Accountant.

     A summary of Mr. Cottrill’s current employment arrangements is filed as Exhibit 99.1 hereto and incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

(c)      Exhibits.

Exhibit 99.1      Employment Arrangements for Scott A. Cottrill.

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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:     October 28, 2005	By:	/s/ Kenneth L. Wagner
		Kenneth L. Wagner Assistant Secretary

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Exhibit Index

Exhibit 99.1      Employment Arrangements for Scott A. Cottrill.

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EX-99.1

Exhibit 99.1

Employment Arrangements for Scott A. Cottrill

Set forth below is a summary of the current employment arrangements for Scott A. Cottrill in his capacity as Vice President and Controller of Goodrich Corporation (the “Company”).

Mr. Cottrill 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 November 1, 2005, Mr. Cottrill’s annual base salary is $220,000.

Annual and Long-Term Incentive Plans. Mr. Cottrill 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. Cottrill 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).

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

Management Continuity Agreement. The Company and Mr. Cottrill 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. Cottrill possesses immediately

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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. Cottrill would be entitled to the equivalent of two years of additional compensation and benefits (including excise tax gross-up) calculated in accordance with the agreement.

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