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): May 22, 2006

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 8 — Other Events

Item 8.01.     Other Events.

     On May 22, 2006, Goodrich Corporation (“Goodrich”) issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing:

• An offer to exchange a new series of notes due 2016 for its outstanding 7¹/2% Notes due April 15, 2008, 6.45% Notes due April 15, 2008, and 6.60% Notes due May 15, 2009; and

• An offer to exchange a new series of notes due 2036 for its outstanding 7.625% Notes due December 15, 2012.

     Both exchange offers will be made in transactions exempt from registration under the Securities Act to holders of outstanding Goodrich notes who have certified certain matters to Goodrich, including their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

     The press release is filed as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

Section 9 — Financial Statements and Exhibits

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Goodrich Corporation Press Release dated May 22, 2006 titled “Goodrich Announces Exchange Offers for 2008, 2009 and 2012 Notes.”

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:     May 22, 2006	By:	/s/ Sally L. Geib
		Sally L. Geib Vice President and Associate General Counsel

EXHIBIT INDEX

Exhibit 99.1 Goodrich Corporation Press Release dated May 22, 2006 titled “Goodrich Announces Exchange Offers for 2008, 2009 and 2012 Notes.”

EX-99.1

News Release

Media Contacts:
Lisa Bottle +1 704 423 7060
Gail K. Warner +1 704 423 7048
Investor Contact:
Paul Gifford +1 704 423 5517 Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, NC 28217-4578
Tel: 704 423 7000
Fax: 704 423 7127
www.goodrich.com

Goodrich Announces Exchange Offers for 2008, 2009 and 2012 Notes

CHARLOTTE, NC, May 22, 2006 — Goodrich Corporation (NYSE: GR) has commenced an offer to exchange a new series of notes due July 1, 2016 for its outstanding: $296,900,000 principal amount 7¹/2% Notes due April 15, 2008, which were issued in 2002; $75,750,000 principal amount 6.45% Notes due April 15, 2008, which were issued in 1998; and $200,000,000 principal amount 6.60% Notes due May 15, 2009, which were issued in 1999.

Goodrich has also commenced an offer to exchange a new series of notes due July 1, 2036 for its outstanding $500,000,000 principal amount 7.625% Notes due December 15, 2012, which were issued in 2002.

The primary purpose of the exchange offers is to lengthen the company’s debt maturities. Both exchange offers are being conducted upon the terms and subject to the conditions set forth in an offering memorandum dated May 22, 2006 and the related letter of transmittal. The exchange offers are only made, and copies of the offering documents will only be made available to holders of the above-listed outstanding notes who have certified certain matters to the company, including their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933.

The total exchange price to be received by tendering note holders in each exchange offer will include an early participation payment payable only to holders who tender their notes at or before 5:00 p.m. New York City time on June 5, 2006, subject to extension (referred to as the “early participation date”).

Each of the exchange offers will expire at 12:00 midnight, New York City time, on June 19, 2006, unless extended or terminated. Tenders of old notes in an exchange offer may be validly withdrawn at any time prior to the early participation date of that exchange offer, but will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Goodrich). Tenders submitted in an exchange offer

Page 1

after the early participation date of that exchange offer will be irrevocable except in the limited circumstances referred to in the preceding sentence.

The new notes will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Goodrich Corporation, a Fortune 500 company, is a global supplier of systems and services to aerospace, defense and homeland security markets. With one of the most strategically diversified portfolios of products in the industry, Goodrich serves a global customer base with significant worldwide manufacturing and service facilities. For more information visit http://www.goodrich.com.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The exchange offers are being made solely by the offering memorandum and related letter of transmittal.

###

Page 2