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): June 6, 2006

GOODRICH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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

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

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
Signatures
EXHIBIT INDEX
EX-99.1

Section 8 — Other Events

Item 8.01. Other Events.

     On May 22, 2006, Goodrich Corporation (“Goodrich”) commenced:

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

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

     On June 6, 2006, Goodrich issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that, as of 5:00 p.m., New York City time, on June 5, 2006:

• the amount of its outstanding 7¹/2% Notes due 2008, 6.45% Notes due 2008, and 6.60% Notes due 2009 tendered in exchange for a new series of notes due 2016 exceeded the minimum condition of that exchange offer; and

• the amount of its outstanding 7.625% Notes due 2012 tendered in exchange for a new series of notes due 2036 exceeded the minimum condition of that exchange offer.

     Goodrich further announced that it had amended each of its exchange offers to provide that holders of the outstanding notes who validly tender their notes by 5:00 p.m., New York City time, on June 6, 2006, and had not validly withdrawn their tenders prior to 5:00 p.m., New York City time, on June 5, 2006, will receive the total exchange consideration for that series of outstanding notes tendered, including the applicable early participation payment, as if such notes had been tendered on or prior to the early participation date. Outstanding notes tendered, and not validly withdrawn prior to 5:00 p.m., New York City time, on June 5, 2006, including notes tendered after that time, may not be withdrawn.

     Both exchange offers have been 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 June 6, 2006 titled “Goodrich Announces Minimum Condition Satisfied for Exchange Offers”

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: June 6, 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 June 6, 2006 titled “Goodrich Announces Minimum Condition Satisfied for Exchange Offers”

EX-99.1

Media Contacts:
Lisa Bottle +1 704 423 7060
Gail K. Warner +1 704 423 7048
Investor Contact:
Paul Gifford +1 704 423 5517

News Release

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 Minimum Condition Satisfied for Exchange Offers

CHARLOTTE, NC, June 6, 2006 — Goodrich Corporation (NYSE: GR) announced today that, as of 5:00 p.m., New York City time, on June 5, 2006, the amount of its outstanding 7¹/2% Notes due 2008, 6.45% Notes due 2008 and 6.60% Notes due 2009 tendered in exchange for a new series of notes due 2016 exceeded the minimum condition of that exchange offer. Goodrich also announced that, as of the same time, the amount of its outstanding 7.625% Notes due 2012 tendered in exchange for a new series of notes due 2036 exceeded the minimum condition of that exchange offer.

Goodrich further announced that it was amending each of its exchange offers to provide that holders of the outstanding notes who validly tender their notes by 5:00 p.m., New York City time, on June 6, 2006, and had not validly withdrawn their tenders prior to 5:00 p.m., New York City time, on June 5, 2006, will receive the total exchange consideration for that series of outstanding notes tendered as described in the Offering Memorandum dated May 22, 2006 and accompanying letter of transmittal, including the applicable early participation payment, as if such notes had been tendered on or prior to the early participation date. Outstanding notes tendered, and not validly withdrawn prior to 5:00 p.m., New York City time, on June 5, 2006, including notes tendered after that time, may not be withdrawn.

The total exchange price for each series of the outstanding notes will be calculated as of 2:00 p.m., New York City time, on June 15, 2006, as described in the Offering Memorandum dated May 22, 2006 and related letter of transmittal, unless one or both of the exchange offers is extended.

The exchange offers are limited to holders of outstanding notes that have certified certain matters to Goodrich, including their status as “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933. Each exchange offer is scheduled to expire at 12:00 midnight, New York City time, on June 19, 2006, unless extended.

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

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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.

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