S-4

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 2006

REGISTRATION NO. 333- ________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

Registration Statement Under
the Securities Act of 1933

Goodrich Corporation

(Exact Name of Registrant as Specified in its Charter)

New York
(State or Other Jurisdiction of Incorporation
or Organization) 3728
(Primary Standard Industrial Classification
Code Number) 34-0252680
(I.R.S. Employer Identification Number)

Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
(704) 423-7000
(Address, Including Zip Code, and Telephone Number, Including Area Code, f
Registrant’s Principal Executive Offices)

Sally L. Geib	With a copy to:
Vice President, Associate General Counsel And Secretary
Goodrich Corporation	Stephen M. Lynch
Four Coliseum Centre	Robinson, Bradshaw & Hinson, P.A.
2730 West Tyvola Road	101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28217	Charlotte, North Carolina 28246
(704) 423-7000	(704) 377-2536
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)

     Approximate date of commencement of proposed sale of securities to the public: As soon as practicable after this Registration Statement becomes effective.

     If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this form is filed to register additional securities for any offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

			Proposed Maximum			Proposed Maximum
Title of Each Class of	Amount to be		Offering Price Per			Aggregate Offering		Amount of
Securities to be Registered	Registered		Note(1)			Price		Registration Fee
6.29% Notes due 2016	$	290,753,000		100	%	$	290,753,000	$	31,110.58
6.80% Notes due 2036	$	254,589,000		100	%	$	254,589,000	$	27,241.03
Total	$	545,342,000		100	%	$	545,342,000	$	58,351.61

(1) Estimated in accordance with Rule 457(f) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective time until the Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 9, 2006

Goodrich Corporation

Offers to Exchange

$290,753,000 6.29% Notes due 2016	$254,589,000 6.80% Notes due 2036
for	for
$290,753,000 6.29% Notes due 2016	$254,589,000 6.80% Notes due 2036
that have been registered under the	that have been registered under
Securities Act of 1933	the Securities Act of 1933

          By this prospectus, we are making two independent exchange offers. We are offering to exchange an aggregate principal amount of up to $290,753,000 of our new 6.29% Notes due 2016, which we refer to as the new 10-year notes, for a like amount of our outstanding 6.29% Notes due 2016, which we refer to as the outstanding 10-year notes, in a transaction registered under the Securities Act of 1933, as amended. We are also offering to exchange an aggregate principal amount of up to $254,589,000 of our new 6.80% Notes due 2036, which we refer to as the new 30-year notes, for a like amount of our outstanding 6.80% Notes due 2036, which we refer to as the outstanding 30-year notes, in a transaction registered under the Securities Act of 1933, as amended. We refer to the new 10-year notes and the new 30-year notes collectively as the new notes and the outstanding 10-year notes and the outstanding 30-year notes collectively as the outstanding notes.

Terms of the exchange offers:

• We will exchange all outstanding notes that are validly tendered and not withdrawn in an exchange offer prior to the expiration of that exchange offer.

• You may withdraw tenders of outstanding notes in an exchange offer at any time prior to the expiration of that exchange offer.

• We believe that the exchange of outstanding notes for new notes will not be a taxable event for U.S. federal income tax purposes.

Terms of the new notes:

• The form and terms of the new notes are identical in all material respects to the form and terms of the outstanding notes for which they are to be exchanged, except that (i) the new notes are registered under the Securities Act, (ii) the transfer restrictions and registration rights applicable to the outstanding notes do not apply to the new notes, and (iii) the new notes will not contain provisions relating to an increase in the interest rate borne by the notes under circumstances relating to our registration obligations.

• The new notes will not be listed on the New York Stock Exchange or any other securities exchange.

• The exchange offers will expire at 5:00 p.m., New York City time, on      , 2006, unless we extend the expiration of an exchange offer. We may extend the expiration of one exchange offer and not the other. We will announce any extension of an exchange offer by press release or other permitted means no later than 9:00 a.m. on the business day after the expiration of that exchange offer. You may withdraw any outstanding notes tendered in an exchange offer until the expiration of that exchange offer.

          See the section entitled “ Risk Factors” that begins on page 6 for a discussion of the risks that you should consider prior to tendering your outstanding notes for exchange.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                    , 2006.

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION		i
SUMMARY		1
RISK FACTORS		6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		6
USE OF PROCEEDS		6
SELECTED FINANCIAL DATA		7
RATIO OF EARNINGS TO FIXED CHARGES		8
THE EXCHANGE OFFERS		8
DESCRIPTION OF THE NEW NOTES		19
BOOK-ENTRY DEBT SECURITIES		26
CERTAIN ERISA CONSIDERATIONS		28
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		29
PLAN OF DISTRIBUTION		31
LEGAL MATTERS		31
EXPERTS		31

WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission, or the SEC. You can inspect and copy these reports, proxy statements and other information at the public reference facilities of the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC (http://www.sec.gov). Our internet address is www.goodrich.com. You can inspect reports and other information we file at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

     We have filed a registration statement and related exhibits with the SEC under the Securities Act of 1933, as amended, or the Securities Act. The registration statements contain additional information about us and the securities we may issue. You may inspect the registration statement and exhibits without charge at the office of the SEC at 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates.

INCORPORATION BY REFERENCE

     The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring to those documents. We hereby “incorporate by reference” the documents listed below, which means that we are disclosing important information to you by referring you to those documents. The information that we file later with the SEC will automatically update and in some cases supersede this information. Specifically, we incorporate by reference the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

• our annual report on Form 10-K for the year ended December 31, 2005,

• our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2006 and June 30, 2006,

• our current reports on Form 8-K filed on February 23, 2006, March 17, 2006, May 22, 2006, June 6, 2006, June 7, 2006, June 16, 2006, June 20, 2006, June 21, 2006, and June 22, 2006;

• our proxy statement filed March 10, 2006; and

• any filings made by us under Sections l3(a), l3(c), 14, or 15(d) of thee Securities Exchange Act of 1934 after the date of this prospectus, until the completion of the exchange offers.

You may request a copy of these filings at no cost by writing or telephoning us at the following address:

Corporate Secretary
Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217
(704) 423-7000

     In order to obtain timely delivery of any requested information, we must receive your request by                , 2006, or the date that is no later than five business days before the expiration date.

     You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with other information.

ii

SUMMARY

          This summary highlights selected information from this prospectus and is therefore qualified in its entirety by the more detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information that is important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully the terms of the new notes and the exchange offers. As used in this prospectus, unless otherwise indicated, “Goodrich,” “the company,” “we,” “our” and “us” are used interchangeably to refer to Goodrich Corporation or to Goodrich Corporation and its consolidated subsidiaries, as appropriate to the context.

Goodrich Corporation

          We are one of the largest worldwide suppliers of components, systems and services to the commercial and general aviation airplane markets. We are also a leading supplier of systems and products to the global defense and space markets. Our business is conducted on a global basis with manufacturing, service and sales undertaken in various locations throughout the world. Our products and services are principally sold to customers in North America, Europe and Asia.

          Our principal executive offices are located at Four Coliseum Centre, 2730 West Tyvola Road, Charlotte, North Carolina 28217 and our telephone number is (704) 423-7000.

Summary of the Exchange Offers

Background

          On June 22, 2006, we consummated our offer to exchange any or all of our then outstanding 7¹/2% notes due April 15, 2008, 6.45% notes due April 15, 2008, and 6.60% notes due May 15, 2009, which we refer to collectively as the old near-term notes, for the outstanding 10-year notes. In addition, on June 22, 2006, we consummated our offer to exchange any or all of our then outstanding 7.625% Notes due December 15, 2012, which, together with the old near-term notes, we refer to as the old notes, for the outstanding 30-year notes. We sometimes refer to the offers to exchange the old notes for outstanding notes as the previous exchange offers. In connection with the previous exchange offers, we entered into a registration rights agreement with the joint-lead dealer managers of the previous exchange offers. Under the registration rights agreement, we agreed, for the benefit of the holders of the outstanding notes, at our cost, to:

• file, not later than September 20, 2006, the registration statement of which this prospectus forms a part to exchange for each series of outstanding notes a series of new notes having terms identical in all material respects to the series of outstanding notes being exchanged, except that the new notes will not contain transfer restrictions;

• use our reasonable best efforts to cause the registration statement to become effective by December 19, 2006; and

• use our reasonable best efforts to complete the exchange offers by February 2, 2007.

A copy of the registration rights agreement is filed as an exhibit to the registration statement of which this prospectus forms a part.

The Exchange Offers We are offering to issue registered new 10-year notes in exchange for like principal amount and like denominations of the outstanding 10-year notes. We are also offering to issue registered new 30-year notes in exchange for like principal amount and like denominations of the outstanding 30-year notes. We are offering to issue these registered new notes to satisfy our obligations under the registration rights agreement. You may

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	tender your outstanding notes for exchange by following the procedures described under the heading “The Exchange Offer—Procedures for Tendering Outstanding Notes.”
Conditions of the Exchange Offers	Each of the exchange offers is subject to specified conditions described under the caption “The Exchange Offers—Conditions to the Exchange Offers,” some of which we may waive in our sole discretion. Neither of the exchange offers is conditioned upon any minimum principal amount of outstanding notes being tendered. The exchange offers are independent, and neither exchange offer is conditioned upon the consummation of the other exchange offer.
Extensions; Amendments	We reserve the right:

• to delay the acceptance of any outstanding notes;

• to extend the expiration date of an exchange offer and retain all outstanding notes tendered pursuant to that exchange offer;

• to terminate an exchange offer and to refuse to accept outstanding notes not previously accepted, if one or more specified conditions occur; and/or

• to amend the terms of an exchange offer in any manner.

	Each exchange offer may be amended, extended or terminated individually. See “The Exchange Offers—Expiration Date; Extensions; Amendments.”
Denomination of New Notes	New notes will be issued in minimum denominations of $1,000 and integral multiples of $1,000.
Tenders; Expiration Date	The exchange offers will expire at 5:00 p.m., New York City time, on                , 2006, unless we extend the expiration date of an exchange offer. We may extend the expiration date of one exchange offer and not the other. We will extend the duration of the exchange offer as required by applicable law, and may choose to extend in order to provide additional time for holders of outstanding notes to tender their notes for exchange. If we decide for any reason not to accept any outstanding notes you have tendered for exchange in an exchange offer, those outstanding notes will be returned to you without cost promptly after the expiration or termination of that exchange offer. See “The Exchange Offers—Expiration Date; Extensions; Amendments.”
Withdrawal	You may withdraw tenders of outstanding notes in an exchange offer at any time prior to the expiration date of that exchange offer by delivering a written notice of withdrawal to the exchange agent in conformity with the procedures discussed under “The Exchange Offers—Withdrawal Rights.”
Settlement Date	The settlement date of an exchange offer will be the third business day following the expiration date of that exchange offer or as soon as practicable thereafter.
Certain Federal Income Tax Consequences	You should review the information set forth under “Certain U.S. Federal Income Tax Consequences” before tendering outstanding notes in the exchange offers.

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Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Exchange Agent	Global Bondholder Services Corporation is the exchange agent for each exchange offer. The address and telephone numbers of Global Bondholder Services Corporation are listed under the caption “The Exchange Offers—Exchange Agent.”
Procedures for Tendering Outstanding Notes	If you wish to participate in the exchange offers and your outstanding notes are held by a custodial entity, such as a bank, broker, dealer, trust company or other nominee through The Depository Trust Company, also known as DTC, you may do so through the automated tender offer program of DTC. By participating in the exchange offers, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal.
	If your outstanding notes are registered in your name, you must deliver the certificates representing your outstanding notes, together with a completed letter of transmittal and any other documents required by the letter of transmittal, to the exchange agent not later than the time the exchange offer expires. See “The Exchange Offers—Procedures for Tendering Outstanding Notes” and “—Acceptance of Outstanding Notes for Exchange; Delivery of New Notes.” In the alternative, you may comply with the guaranteed delivery procedures described under “The Exchange Offers—Guaranteed Delivery Procedures.”
Consequences of Failure to Exchange	If you do not exchange your outstanding notes for new notes registered under the Securities Act, your outstanding notes will continue to be subject to the restrictions on transfer described in the legend on the outstanding notes. In general, outstanding notes may not be offered or sold unless registered or exempt from registration under the Securities Act, or in a transaction not subject to the Securities Act and applicable state laws. See “Risk Factors—Consequences of Failure to Exchange.” Following the completion of the exchange offers, we will have no obligation to exchange outstanding notes for new notes.
Resales of New Notes	We believe that you will be able to offer for resale, resell or otherwise transfer new notes issued in the exchange offers without further compliance with the registration and prospectus delivery provisions of the federal securities laws, provided that:

• you are not an affiliate of ours within the meaning of Rule 405 under the Securities Act;

• the new notes to be received by you will be acquired in the ordinary course of your business; and

• you have no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the new notes.

Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. The staff has not considered the exchange offers made by this prospectus in the context of a no-action letter, and we cannot assure you that the staff would make a similar determination with respect to these exchange offers.

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If our belief is not accurate and you transfer a new note without delivering a prospectus meeting the requirements of the federal securities laws without an exemption from these laws, you may incur liability under the federal securities laws. We do not and will not assume, or indemnify you against, this liability.

In addition, in connection with any resales of the new notes, any broker-dealer that acquired new notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. See “The Exchange Offers—Resales of New Notes.”

Summary of the New Notes

The terms of the outstanding notes to be tendered in an exchange offer and the new notes we are issuing in that exchange offer are identical in all material respects, except that the new notes offered in that exchange offer:

• will have been registered under the Securities Act;

• will not have transfer restrictions and registration rights that relate to the outstanding notes; and

• will not have rights relating to the payment of additional interest to be made to the holders of the outstanding notes under the circumstances related to the timing of that exchange offer.

A brief description of the new notes is set forth below. For additional information regarding the new notes, see “Description of New Notes.”

Maturity Date	New 10-year notes: July 1, 2016
	New 30-year notes: July 1, 2036
Interest	The new 10-year notes will bear interest at a rate per annum equal to 6.29%. The new 30-year notes will bear interest at a rate per annum equal to 6.80%. Interest on each new note will accrue from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange therefor or, if no interest has been paid on the outstanding notes, from the date of their original issuance, which was June 22, 2006.
Interest Payment Dates	Interest will be payable semi-annually, in arrears, on January 1 and July 1 of each year, beginning on January 1, 2007.
Ratings	Each series of the new notes is expected to be rated Baa3 by Moody’s Investors Service, Inc., or “Moody’s,” BBB by Standard & Poor’s Ratings Services, or “S&P,” and BBB by Fitch Ratings, Ltd., or “Fitch,” which are the present ratings of the outstanding notes. Such ratings reflect only the views of Moody’s, S&P and Fitch, respectively, and are not recommendations to buy, sell or hold the new notes.
Ranking	The new notes will be senior unsecured obligations of Goodrich and will rank equally with all of our other unsecured and unsubordinated indebtedness.
Optional Redemption	We may redeem the new notes prior to maturity, in whole or in part, as described in this prospectus. See “Description of the New Notes–Optional Redemption.”
Covenants	The indenture governing the new notes contains covenants restricting our ability, with certain exceptions, to:

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• incur debt secured by liens,

• engage in sale/leaseback transactions, and

• merge or consolidate with another entity, or sell substantially all of our assets to another person.

	See “Description of New Notes–Certain Covenants with Respect to the New Notes.”
Listing	We do not intend to list the new notes on any securities exchange.

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RISK FACTORS

     You should consider carefully the following risks relating to the exchange offers, the outstanding notes and the new notes, together with the risks and uncertainties discussed under “Cautionary Statement Regarding Forward-Looking Information” and the other information included or incorporated by reference in this prospectus, including the information under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2005, before tendering your outstanding notes in the exchange offers. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in or incorporated by reference into this prospectus will not occur. If they do, our business, financial condition or results of operations could be materially and adversely affected. In such case, the trading price of our securities, including the new notes, could decline, and you might lose all or part of your investment.

You may have difficulty selling the outstanding notes that you do not exchange.

     If you do not exchange your outstanding notes for new notes in the exchange offers, your outstanding notes will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. In general, the outstanding notes may not be offered or sold unless registered or exempt from registration under the Securities Act, or in a transaction not subject to the Securities Act and applicable state securities laws. We do not plan to register the outstanding notes under the Securities Act. If a large number of outstanding notes are exchanged for new notes registered under the Securities Act, it may be more difficult for you to sell your outstanding notes. In addition, if you do not exchange your outstanding notes in the exchange offers and the exchange offers are consummated, you will no longer be entitled to the registration rights provided under the registration rights agreement relating to the outstanding notes.

An active trading market for the new notes may not develop.

     There is no existing trading market for the new notes. We have been advised by the dealer managers for the previous exchange offers that they presently intend to make a market in the new notes after the completion of the exchange offers contemplated hereby, although they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. The liquidity of any market for the new notes will depend upon the number of holders of the new notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the new notes and other factors. A liquid trading market may not develop for the new notes. As a result, the market price of the new notes could be adversely affected.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

     Some statements contained in this prospectus or incorporated by reference into this prospectus are forward-looking and involve uncertainties that could significantly impact results. The words “believe,” “expect,” “anticipate,” “intend,” “should,” “estimate,” “will,” “plan,” “ and similar words or expressions identify forward-looking statements made on behalf of Goodrich. Uncertainties include factors that affect international businesses, as well as matters specific to us and the markets we serve. Please see our filings with the SEC for additional discussion of these uncertainties and factors, including the information under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Forward-Looking Information is Subject to Risk and Uncertainty” in our annual report on Form 10-K for the year ended December 31, 2005. We caution you not to rely unduly on any forward-looking statements. The forward-looking statements in this prospectus and the documents incorporated by reference speak only as of the date of the document in which the forward-looking statement is made, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

USE OF PROCEEDS

     We will not receive any cash proceeds from the issuance of the new notes in exchange for the outstanding notes. Any outstanding notes that are properly tendered and exchanged pursuant to the exchange offer will be retired and cancelled.

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SELECTED FINANCIAL DATA

     The following table presents a summary of selected historical financial data for Goodrich derived from our financial statements as of and for the six months ended June 30, 2006 and 2005 and our last five fiscal years. Since the information in this table is only a summary and does not provide all of the information contained in our financial statements, including the related notes, you should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and our Quarterly Report on Form 10-Q for the period ended June 30, 2006.

	Six Months Ended June 30,						Twelve Months Ended December 31
	2006		2005		2005(b)		2004(b)(c)(d)		2003(e)		2002(f)		2001(f)
	(Dollars in millions, except per share amounts)
Statement of Income Data(a)
Sales	$	2,907.0	$	2,628.2	$	5,396.5	$	4,700.4	$	4,366.4	$	3,790.0	$	4,040.2
Operating income		310.6		266.2		533.3		397.2		244.6		358.3		377.4
Income from continuing operations		281.4		119.2		243.8		154.3		38.3		163.7		171.5
Net income		282.5		133.2		263.6		172.2		100.4		117.9		289.2
Balance Sheet Data(a)
Total assets	$	6,912.2	$	6,178.0	$	6,454.0	$	6,217.5	$	5,951.5	$	6,042.3	$	5,200.4
Long-term debt and capital lease obligations		1,719.6		1,711.8		1,742.1		1,899.4		2,136.5		2,129.0		1,307.2
Mandatorily redeemable preferred securities of trust		—		—		—		—		—		125.4		125.0
Per Share of Common Stock(a)
Income from continuing operations, diluted	$	2.23	$	0.97	$	1.97	$	1.28	$	0.32	$	1.55	$	1.59
Net income, diluted		2.24		1.08		2.13		1.43		0.85		1.14		2.76
Cash dividends declared		0.40		0.40		0.80		0.80		0.80		0.88		1.10

(a)	Except as otherwise indicated, the historical amounts presented above have been restated to present our former Performance Materials segment, which was sold in February 2001, the Engineered Industrial Products segment, which was spun-off to shareholders in May 2002, the Avionics business, which was sold in March 2003, the Passenger Restraints business, which ceased operating during the first quarter of 2003, and the Test Systems business, which was sold in April 2005, as discontinued operations. We acquired TRW Inc.’s aeronautical systems business on October 1, 2002. Financial results for aeronautical systems have been included subsequent to that date.
(b)	Effective January 1, 2004, we began expensing stock options and the discount and option value of shares issued under our employee stock purchase plan. The expense is recognized over the period the stock options and shares are earned and vest. The adoption reduced before tax income by $12.1 million, or $7.7 million after tax, for the year ended December 31, 2004. The change in accounting reduced EPS-net income (diluted) by $0.06 per share. During the year ended December 31, 2005, we recognized stock-based compensation of $10.4 million related to stock options and shares issued under our employee stock purchase plan. See Note 24 “Stock-Based Compensation” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2005.
(c)	Effective January 1, 2004, we changed two aspects of our method of contract accounting for our aerostructures business. The impact of the changes in accounting methods was to record an after tax gain of $16.2 million ($23.3 million before tax gain) as a Cumulative Effect of a Change in Accounting, representing the cumulative profit that would have been recognized prior to January 1, 2004 had these methods of accounting been in effect in prior periods. See Note 7 “Cumulative Effect of Change in Accounting” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2005.
(d)	We entered into a partial settlement with Northrop Grumman Corporation (which acquired TRW Inc.) on December 27, 2004 in which Northrop Grumman paid us approximately $99 million to settle certain claims relating to customer warranty and other contract claims for products designed, manufactured or sold by TRW prior to our acquisition of TRW’s aeronautical systems businesses, as well as certain other miscellaneous claims. Under the terms of the settlement, we have assumed certain liabilities associated with future customer warranty and other contract claims for these products. In 2004, we recorded a charge of $23.4 million to Cost of Sales, or $14.7 million after tax, representing the amount by which the estimated undiscounted future liabilities plus our receivable from Northrop Grumman for these matters exceeded the settlement amount.
(e)	Effective October 1, 2003, we adopted Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variables Interest Entities, an Interpretation of Accounting Research Bulletin No. 51,” and deconsolidated BFGoodrich Capital. As a result, our 8.3 percent Junior Subordinated Debentures, Series A, (QUIPS Debentures) held by BFGoodrich Capital were reported as debt beginning in October 2003 and the corresponding interest payments on such debentures were reported as interest expense. Prior periods were not restated. On October 6, 2003, we redeemed $63 million of the outstanding Cumulative Quarterly Income Preferred Securities, Series A (QUIPS) and related QUIPS Debentures, and on March 2, 2004, we completed the redemption of the remaining $63.5 million of outstanding QUIPS and QUIPS Debentures.
(f)	Effective January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” At that time, we completed our measurement of the goodwill impairment and recognized an impairment of $36.1 million (representing total goodwill of a reporting unit). See Note 12 “Goodwill and Identifiable Intangible Assets” to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2005. Prior to January 1, 2002, goodwill was amortized on a straight-line basis over a period not exceeding 40 years.

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RATIO OF EARNINGS TO FIXED CHARGES

     Our ratio of earnings to fixed charges for each of the periods indicated is as follows:

Six Months Ended June 30,					Twelve Months Ended December 31,
2006	2005		2005		2004		2003		2002		2001
4.1x		3.5x		3.6x		2.3x		1.4x		3.0x		3.0x

     For these ratios, “earnings” consist of pre-tax income from continuing operations before

• fixed charges (excluding capitalized interest and distributions on trust preferred securities),

• minority interest and undistributed earnings in equity investments, and

• amortization of previously capitalized interest.

     For these ratios, “fixed charges” consist of

• interest on all indebtedness (including capitalized interest and amortization of debt discount or premium and capitalized expenses related to debt),

• an interest factor attributable to rentals, and

• distributions on trust preferred securities.

There were no shares of preferred stock outstanding during any of the periods indicated. Therefore, the ratio of earnings to fixed charges and preferred stock dividends would have been the same as the ratio of earnings to fixed charges for each period indicated.

THE EXCHANGE OFFERS

     On June 22, 2006, we consummated the previous exchange offers and issued the outstanding notes. In connection with the previous exchange offers, we entered into a registration rights agreement with the joint-lead dealer managers of the previous exchange offers. Under the registration rights agreement, we agreed, for the benefit of the holders of the outstanding notes, at our cost, to file the registration statement of which this prospectus forms a part to exchange for each series of outstanding notes a series of new notes having terms identical in all material respects to the series of outstanding notes being exchanged and are registered under the Securities Act. A copy of the registration rights agreement is filed as an exhibit to the registration statement of which this prospectus forms a part.

Registration Rights

     The registration rights agreement provides that, promptly after the registration statement of which this prospectus forms a part has been declared effective, we will commence the exchange offers. We have agreed to keep the exchange offers open for not less than 30 days, or longer if required by applicable law, after the date on which notice of the exchange offers is mailed to the holders of the outstanding notes. Interest on each new note will accrue from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange therefor or, if no interest has been paid on the outstanding notes, from June 22, 2006, the date of their original issuance. The new notes will vote and consent together with the outstanding notes of the series for which they are exchanged on all matters on which holders of such new notes or outstanding notes are entitled to vote and consent.

     Each holder of outstanding notes who wishes to exchange outstanding notes for new notes pursuant to the exchange offers must represent to us at the time of the consummation of the exchange offer that:

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• it is not an affiliate of ours within the meaning of Rule 405 under the Securities Act;

• the new notes to be received by it will be acquired in the ordinary course of its business; and

• it has no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the new notes.

     Our consummation of the exchange offers will be subject to certain conditions described in the registration rights agreement including, without limitation, our receipt of the representations from participating holders as described above and in the registration rights agreement. See “—Conditions to the Exchange Offers.”

Resales of New Notes

     Based on previous interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the new notes issued in the exchange offers may be offered for resale, resold and otherwise transferred by you, except if you are our affiliate, without further compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are able to make the representations set forth above under “—Registration Rights” and you are not a broker-dealer acquiring new notes for its own account as a result of market-making or other trading activities.

     In the event that our belief regarding resale is inaccurate, and you transfer a new note without delivering a prospectus meeting the requirements of the federal securities laws or without an exemption from these laws, you may incur liability under these laws. We do not and will not assume, nor indemnify you against, this liability. If you tender in the exchange offer with the intention of participating in a distribution of the new notes, you cannot rely on the interpretation by the staff of the SEC as set forth in the no-action letters mentioned above and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

     In addition, in connection with any resales of the new notes, any broker-dealer that acquires new notes for its own account as a result of market-making or other trading activities, which we refer to as “exchanging broker-dealers,” must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes with this prospectus. Under the registration rights agreement, we are required to allow exchanging broker-dealers and other persons, if any, subject to similar prospectus delivery requirements, to use this prospectus in connection with the resale of new notes. See “Plan of Distribution” for more information.

Shelf Registration

     Under the terms of the registration rights agreement, if:

• due to a change in law or in applicable interpretations of the staff of the SEC, we determine upon the advice of our outside counsel that we are not permitted to effect the exchange offer with respect to a series of outstanding notes;

• any holder of outstanding notes notifies us that it is not eligible to participate in the registered exchange offer for the same series of outstanding notes; or

• for any other reason, the registered exchange offer for a series of outstanding notes is not completed within 225 days after the settlement date;

the registration rights agreement provides that we will, at our cost:

• as promptly as practicable, but not more than 45 days after so required or requested pursuant to the registration rights agreement, file with the SEC a shelf registration statement, which we refer to as the “shelf registration statement,” covering resales of such series of outstanding notes and thereafter use

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our reasonable best efforts to cause such the shelf registration statement to become effective under the Securities Act;

• if permitted by Rule 430B under the Securities Act, otherwise designate an existing effective shelf registration statement for use by the holders of the outstanding notes as a shelf registration statement relating to the resales of such outstanding notes by the holders thereof; and

• use our reasonable best efforts to keep such shelf registration statement effective for a period of two years from the date the shelf registration statement becomes effective or is designated as such or such shorter time that all outstanding notes of that series eligible to be sold under the shelf registration statement have been sold pursuant to the shelf registration statement or are freely tradeable pursuant to Rule 144(k) of the Securities Act and the applicable interpretations of the SEC.

     For each relevant holder, we have agreed to:

• provide copies of the prospectus that is part of the shelf registration statement;

• notify each such holder when the shelf registration statement has been filed or designated and when it has become effective; and

• take certain other actions as are required to permit unrestricted resales of the outstanding notes.

     A holder that sells outstanding notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder, including certain indemnification obligations. In addition, a holder of outstanding notes will be required to deliver information to be used in connection with the shelf registration statement in order to have that holder’s outstanding notes included in the shelf registration statement and to benefit from the provisions set forth in the following paragraph.

Additional Interest

     Under the terms of the registration rights agreement, if:

• neither these exchange offers is completed nor the shelf registration has become effective by February 2, 2007; or

• the registration statement of which this prospectus forms a part has become effective but ceases to be effective or usable prior to the consummation of the exchange offers for that series of new notes;

• the shelf registration statement, if applicable, has been both filed and effective but ceases to be effective or usable in connection with resales of the outstanding notes at any time in which it is required to be effective under the registration rights agreement, each such event referred to in this bullet point and any of the previous two bullet points we refer to as a “registration default”;

then we will be required to pay additional interest as liquidated damages to the holders of the outstanding notes affected thereby, and additional interest will accrue on the principal amount of the outstanding notes affected thereby, in addition to the stated interest on the outstanding notes, from and including the date on which any registration default shall occur to, but not including, the date on which all registration defaults have been cured. Additional interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of any registration default and shall increase to a maximum of 0.50% per annum thereafter.

     Following the cure of all registration defaults, the accrual of additional interest on the affected outstanding notes will cease and the interest rate will revert to the applicable original rate on such outstanding notes. Any additional interest will constitute liquidated damages and will be the exclusive remedy, monetary or otherwise,

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available to any holder of affected outstanding notes with respect to any registration default. The registration rights agreement provides that a holder of outstanding notes is deemed to have agreed to be bound by the provisions of the registration rights agreement whether or not the holder has signed the registration rights agreement.

Expiration Date; Extensions; Amendments

     The term “expiration date” of an exchange offer means 5:00 p.m., New York City time, on         , 2006, unless we, in our sole discretion, extend that exchange offer. If we do, the “expiration date” of that exchange offer will be 5:00 p.m., New York City time on the latest date to which that exchange offer is extended.

     If we extend the expiration date of an exchange offer, we will:

• notify the exchange agent of any extension by oral or written notice; and

• issue a press release announcing any such extension prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Any announcement may state that we are extending an exchange offer for a specified period of time.

     We reserve the right:

• to delay acceptance of any outstanding notes;

• to extend an exchange offer;

• to terminate an exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions described under “—Conditions to the Exchange Offers” occurs;

• to amend the terms of an exchange offer in any manner; and/or

• to extend, amend or terminate one exchange offer and not the other.

     Any delay in acceptance, extension, termination or amendment will be followed as promptly as possible by oral or written notice to the exchange agent. If an exchange offer is amended in a manner that we determine constitutes a material change, we will promptly disclose the amendment in a way reasonably calculated to inform you of the amendment. During any extension of the expiration date of an exchange offer, all outstanding notes previously tendered in that exchange offer will remain subject to that exchange offer and may be accepted for exchange by us.

Terms of the Exchange Offers; Period for Tendering Outstanding Notes

     Upon the terms and conditions in this prospectus, and in the accompanying letter of transmittal, we will accept on the expiration date all outstanding notes validly tendered prior to 5:00 p.m., New York City time, on the expiration date. In an exchange offer, we will issue $1,000 in principal amount of a series of new notes in exchange for an equal principal amount of the same series of outstanding notes tendered and accepted in that exchange offer. You may tender some or all of the outstanding notes held by you pursuant to the exchange offers in any denomination of $1,000 or in integral multiples of $1,000.

     The form and terms of a series of the new notes will be the same as the form and terms of the series of outstanding notes tendered for exchange, except that the new notes:

• will have been registered under the Securities Act;

• will not bear legends restricting their transfer under the Securities Act; and

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• will not contain the registration rights and additional interest provisions contained in the outstanding notes.

The new notes will evidence the same debt as the outstanding notes tendered in exchange therefore and will be issued under and entitled to the benefits of the indenture. See “Description of New Notes.”

     As of the date of this prospectus,

• $290,753,000 aggregate principal amount of the outstanding 10-year notes are outstanding and there is one registered holder thereof; and

• $254,589,000 aggregate principal amount of the outstanding 30-year notes are outstanding and there is one registered holder thereof.

     We will be deemed to have accepted validly tendered outstanding notes if and when we have given oral notice (subsequently confirmed in writing) or written notice of acceptance to the exchange agent. See “—Acceptance of Outstanding Notes for Exchange; Delivery of New Notes.” The exchange agent will act as agent for the tendering holders of outstanding notes for the purpose of receiving new notes from us and delivering new notes to the holders.

     If any tendered outstanding notes are not accepted for exchange because of an invalid tender or the occurrence of certain other events described in this prospectus, those outstanding notes will be returned, without cost, to the tendering holder as promptly as practicable after the expiration or termination of the applicable exchange offer.

     We will bear all charges and expenses, other than specified brokerage fees and commissions or transfer taxes, in connection with the exchange offers. See “— Fees and Expenses” and “—Transfer Taxes.”

     Holders of outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Exchange Act of 1934, or the Exchange Act, and the rules and regulations of the SEC interpreting the Exchange Act. An exchange offer will be deemed to have been consummated upon our having exchanged, pursuant to that exchange offers, new notes for all outstanding notes that have been properly tendered and not withdrawn by the expiration date for that exchange offer. Outstanding notes that are not tendered for exchange in the exchange offers will remain outstanding and be entitled and continue to accrue interest, but will not be entitled to any rights or benefits under the registration rights agreement.

Interest on the New Notes

     Interest on each new note will accrue from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange therefor or, if no interest has been paid on the outstanding notes, from the date of their original issuance, which was June 22, 2006. Holders whose outstanding notes are accepted for exchange will not receive any interest accrued on the exchanged outstanding notes but will receive interest accrued on the new notes.

Settlement Date

     We will deliver the new notes in an exchange offer on the settlement date of that exchange offer, which will be the third business day following the expiration date of that exchange offer or as soon as practicable thereafter. We will not be obligated to deliver new notes in an exchange offer unless that exchange offer is consummated.

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Procedures for Tendering Outstanding Notes

     The tender to us of outstanding notes by you as set forth below and our acceptance of the outstanding notes will constitute a binding agreement between us and you upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, to tender outstanding notes for exchange pursuant to the exchange offers, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal or, in the case of a book-entry transfer, an agent’s message in lieu of such letter of transmittal, to Global Bondholder Services Corporation, as exchange agent, at the address set forth under “—Exchange Agent” on or prior to the expiration date, or comply with the guaranteed delivery procedures described below. By signing a letter of transmittal or an agent’s message, the tendering holder of outstanding notes represents that the tendered outstanding notes were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and that we will acquire good, indefeasible and unencumbered title to those outstanding notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when we accept the tendered outstanding notes.

     No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of outstanding notes, by execution of the letter of transmittal or an agent’s message, waive any right to receive notice of the acceptance of their outstanding notes for exchange.

     To tender outstanding notes for exchange pursuant to the exchange offers, you must transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal or, in the case of a book-entry transfer, an agent’s message in lieu of such letter of transmittal, to Global Bondholder Services Corporation, as exchange agent, at the address set forth under “—Exchange Agent” on or prior to the expiration date, or comply with the guaranteed delivery procedures described below. In addition:

• a timely confirmation of a book-entry transfer (a “book-entry confirmation”) of such outstanding notes, if such procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer, as described below under “—Book-Entry Transfers,” must be received by the exchange agent, on or prior to the expiration date, with the letter of transmittal or an agent’s message in lieu of such letter of transmittal; or

• certificates for such outstanding notes must be received by the exchange agent along with the letter of transmittal.

     The term “agent’s message” means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

     The method of delivery of outstanding notes, letters of transmittal and all other required documents is at your election and risk. If such delivery is by regular U.S. mail we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letter of transmittal or outstanding notes should be sent to us.

     Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the outstanding notes surrendered for exchange are tendered:

• by a holder of the outstanding notes who has not completed the box entitled “Special Issuance/Payment Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an Eligible Institution (as defined below).

     In the event that signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, such guarantees must be by a firm which is a member of the Securities Transfer Agent Medallion Program, the

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Stock Exchanges Medallion Program or the New York Stock Exchange Medallion Program (each such firm being hereinafter referred to as an “Eligible Institution”). If outstanding notes are registered in the name of a person other than the signer of the letter of transmittal, the outstanding notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as we or the exchange agent determine in our sole discretion, duly executed by the registered holders with the signature thereon guaranteed by an Eligible Institution.

     We, in our sole discretion or the exchange agent, in its sole discretion, will make a final and binding determination on all questions as to the validity, form, eligibility (including time of receipt) and acceptance of outstanding notes tendered for exchange. We reserve the absolute right to reject any and all tenders of any particular outstanding note not properly tendered or to not accept any particular outstanding note which acceptance might, in our judgment or our counsel’s, be unlawful. We also reserve the right to waive any defects or irregularities as to any particular outstanding note either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender outstanding notes in the exchange offer). Our or the exchange agent’s interpretation of the terms and conditions of the exchange offers as to any particular outstanding note either before or after the expiration date (including the letter of transmittal and the instructions thereto) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within a reasonable period of time, as we determine. We are not, nor is the exchange agent or any other person, under any duty to notify you of any defect or irregularity with respect to your tender of outstanding notes for exchange, and no one will be liable for failing to provide such notification.

     If the letter of transmittal is signed by a person or persons other than the registered holder or holders of outstanding notes, such outstanding notes must be endorsed or accompanied by powers of attorney signed exactly as the name(s) of the registered holder(s) that appear on the outstanding notes.

     If the letter of transmittal or any outstanding notes or powers of attorneys are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us or the exchange agent, proper evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

     Each holder of outstanding notes that submits a letter of transmittal, or agrees to the terms of a letter of transmittal pursuant to an agent’s message, will also be deemed to represent, warrant and agree as set forth in the letter of transmittal, including as described under “—Registration Rights” in this prospectus.

     The representations, warranties and agreements of a holder tendering outstanding notes in an exchange offer will be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date of that exchange offer. For purposes of this prospectus, the “beneficial owner” of any outstanding notes means any holder that exercises investment discretion with respect to those outstanding notes.

     Any holder whose outstanding notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated in the letter of transmittal for further instructions.

Absence of Dissenters’ Rights

     Holders of the outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

Acceptance of Outstanding Notes for Exchange; Delivery of New Notes

     Upon satisfaction or waiver of all of the conditions to an exchange offer, we will accept, promptly after the expiration date of that exchange offer, any or all of the outstanding notes validly tendered in that exchange offer and not withdrawn in a timely manner and will issue the new notes promptly after the expiration date of that exchange offer. See “—Conditions to the Exchange Offers.” For purposes of the exchange offers, we shall be deemed to have accepted properly tendered outstanding notes for exchange if and when we give oral notice (subsequently confirmed in writing) or written notice to the exchange agent.

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     In all cases, issuance of new notes for outstanding notes that are accepted for exchange will be made only after timely receipt by the exchange agent of:

• certificates for such outstanding notes or a timely book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC,

• a properly completed and duly executed letter of transmittal (or a manually executed facsimile) or an agent’s message in lieu thereof, and

• all other required documents.

     Holders may submit all or part of their outstanding notes currently held. Neither of the exchange offers is subject to proration.

Book-Entry Transfers

     For purposes of the exchange offers, the exchange agent will request that an account be established with respect to each series of outstanding notes at DTC within two business days after the date of this prospectus, unless the exchange agent already has established accounts with DTC suitable for the exchange offers. Any financial institution that is a participant in DTC may make book-entry delivery of outstanding notes by causing DTC to transfer such outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of outstanding notes in an exchange offer may be effected through book-entry transfer at DTC, the letter of transmittal or facsimile thereof or an agent’s message in lieu thereof, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth under “—Exchange Agent” on or prior to the expiration date of that exchange offer, or, if the guaranteed delivery procedures described below are complied with, within the time period provided under such procedures.

Guaranteed Delivery Procedures

     If you wish to tender your outstanding notes in an exchange offer and your outstanding notes are not immediately available, or you cannot deliver your outstanding notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date of that exchange offer, or if you cannot complete the procedure for book-entry transfer on a timely basis, you may effect a tender if:

• the tender is made through an eligible institution;

• prior to the expiration date of that exchange offer, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, stating the name and address of the holder of the outstanding notes, the certificate number or numbers of such outstanding notes and the principal amount of outstanding notes tendered, stating that the tender is being made, and guaranteeing that, within one business day after the expiration date of that exchange offer, the letter of transmittal, or facsimile thereof, together with the certificate(s) representing the outstanding notes, unless the book-entry transfer procedures are to be used, to be tendered in proper form for transfer and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

• the properly completed and executed letter of transmittal, or facsimile of it, together with the certificates representing all outstanding notes tendered in that exchange offer in proper form for transfer, or confirmation of a book-entry transfer into the exchange agent’s account at DTC of such outstanding notes delivered electronically, and all other documents required by the letter of transmittal are received by the exchange agent within one business day after the expiration date of that exchange offer.

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     You must tell the exchange agent if you wish to tender your outstanding notes according to the guaranteed delivery procedures, and the exchange agent will send a notice of guaranteed delivery to you.

Withdrawal Rights

     Outstanding notes tendered in an exchange offer may be withdrawn at any time prior to the expiration date of that exchange offer. To be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth under “—Exchange Agent.” This notice must specify:

• the name of the person having tendered the outstanding notes to be withdrawn;

• the outstanding notes to be withdrawn (including the principal amount of such outstanding notes); and

• where certificates for outstanding notes have been transmitted, the name in which such outstanding notes are registered, if different from that of the withdrawing holder.

     If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of DTC.

     We or the exchange agent will make a final and binding determination on all questions as to the validity, form and eligibility (including time of receipt) of such notices. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offers. Any outstanding notes tendered for exchange but not exchanged for any reason will be returned to the holder without cost to such holder (or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such outstanding notes will be credited to an account maintained with DTC for the outstanding notes) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be re-tendered by following one of the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offers

     Notwithstanding any other term of an exchange offer, we will not be required to accept for exchange any outstanding notes that are not duly tendered according to the terms of that exchange offer, and we may terminate or amend an exchange offer as provided in this prospectus before accepting the outstanding notes if:

• that exchange offer, or the making of any exchange by a holder of outstanding notes, violates applicable law or any applicable interpretation of the staff of the SEC; or

• any action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to that exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with that exchange offer.

     If we determine in our reasonable judgment that any of the foregoing conditions are not satisfied, we may:

• modify that exchange offer in order to comply with applicable law or SEC interpretation or with any applicable action or proceeding;

• terminate that exchange offer and refuse to accept any outstanding notes in that exchange offer and return all outstanding notes tendered in that exchange offer to the tendering holders;

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• extend that exchange offer and retain all outstanding notes tendered in that exchange offer prior to the expiration of that exchange offer, subject, however, to the rights of holders to withdraw such outstanding notes prior to the expiration date of that exchange offer (see “—Withdrawal Rights”); or

• waive such unsatisfied conditions with respect to that exchange offer and accept all outstanding notes properly tendered in that exchange offer that have not been withdrawn.

     In addition, each holder of outstanding notes who wishes to exchange outstanding notes for new notes pursuant to an exchange offer must represent to us at the time of the consummation of that exchange offer that:

• it is not an affiliate of ours within the meaning of Rule 405 under the Securities Act;

• it is not a broker-dealer who exchanged old notes acquired directly from us for its own account for outstanding notes in the previous exchange offers;

• the new notes to be received by it will be acquired in the ordinary course of its business; and

• it has no arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the new notes.

     These conditions are for our sole benefit. We may assert them in whole or in part at any time and from time to time, in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right and the right will be deemed an ongoing right which may be asserted at any time and from time to time.

     Neither exchange offer is conditioned on any minimum principal amount of outstanding notes being tendered for exchange.

Exchange Agent

     Global Bondholder Services Corporation has been appointed as the exchange agent for the exchange offers. Letters of transmittal and all correspondence in connection with the exchange offers should be sent or delivered by each holder of outstanding notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the exchange agent at the following address and facsimile and telephone numbers:

Global Bondholder Services Corporation

By facsimile
(For eligible institutions only)
(212) 430-3775

Confirmation:
(212) 430-3774

By Mail:	By Overnight Courier:	By Hand:
65 Broadway — Suite 723	65 Broadway — Suite 723	65 Broadway — Suite 723
New York, NY 10006	New York, NY 10006	New York, NY 10006

     Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the exchange agent. Holders of old notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offers. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.

     Delivery of the letter of transmittal to an address other than as set forth in the letter of transmittal or transmission of such letter of transmittal via facsimile other than as set forth in the letter of transmittal does not constitute a valid delivery of the letter of transmittal.

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Other Fees and Expenses

     We will bear the expenses of soliciting tenders of the outstanding notes. The principal solicitation is being made by mail. Additional solicitations may, however, be made by e-mail, facsimile transmission, telephone or in person by our officers and other employees and those of our affiliates. No additional compensation will be paid to any of our officers or employees who engage in soliciting exchanges. All other registration expenses, including fees and expenses of the trustee under the indenture relating to the new notes, filing fees, blue sky fees and printing and distribution expenses will be paid by us.

     If a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

Transfer Taxes

     You will not be obligated to pay any transfer taxes in connection with the tender of outstanding notes in the exchange offers unless you instruct us to register new notes in the name of, or request that outstanding notes not tendered or accepted in the exchange offers be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer taxes.

Accounting Treatment

     The new notes will be recorded at the same carrying value as the outstanding notes, which is the aggregate principal amount of the outstanding notes, as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized in connection with the exchange offers. The expenses of the previous exchange offers and the exchange offers made by this prospectus will be recognized in the periods incurred in accordance with generally accepted accounting principles.

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DESCRIPTION OF THE NEW NOTES

     Provided below is a description of the specific terms of the new notes. This description is subject to, and is qualified in its entirety by reference to, all the provisions of the indenture (as defined below), including the definitions of terms in the indenture. When used in this section, the terms the “Company,” “we,” “our” and “us” refer solely to Goodrich Corporation and not to our consolidated subsidiaries.

General

     Each series of new notes and outstanding notes is governed by the Indenture dated as of May 1, 1991 between us and The Bank of New York Trust Company, N.A., as successor trustee, and a supplemental indenture with the trustee with respect to each series of new notes and outstanding notes. We refer to this indenture, together with the supplemental indentures, as the “indenture.” The new notes will be our senior unsecured obligations and will rank on a parity with all of our other unsecured and unsubordinated indebtedness. The indenture does not limit the amount of debt securities that we may issue thereunder, nor does it limit our ability to incur additional indebtedness. The statements in this offering memorandum concerning the new notes and the indenture are not complete and you should refer to the provisions in the indenture which are controlling. Copies of the indenture are available upon request to us at the address indicated under “Incorporation by Reference.” Capitalized terms, unless otherwise defined herein, have the meanings ascribed to them in the indenture.

Principal Amount and Maturity

     Each series of new notes will initially be limited to the amount of such series of new notes issued in connection with the exchange offers. The new 10-year notes will mature on July 1, 2016. The new 30-year notes mature on July 1, 2036. At any time after the settlement of an exchange offer we may “reopen” a series of new notes and issue an unlimited principal amount of additional new notes of that series without the consent of the holders.

Interest

     The new 10-year notes will bear interest at a rate per annum equal to 6.29%. The new 30-year notes will bear interest at a rate per annum equal to 6.80%. Interest on each new note will accrue from the last interest payment date on which interest was paid on the outstanding notes surrendered in exchange therefor or, if no interest has been paid on the outstanding notes, from the date of their original issuance, which was June 22, 2006.

     Interest will be payable semi-annually, in arrears, on January 1 and July 1 of each year, beginning on January 1, 2007. All payments of interest on the new notes will be made to the persons in whose names the new notes are registered at the close of business on December 15 or June 15 preceding the respective interest payment dates, except that interest payable at maturity will be paid to the same persons to whom principal of the notes is payable. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Any payment otherwise required to be made in respect of the notes on a date that is not a business day may be made on the next succeeding business day with the same force and effect as if made on the original due date. No additional interest will accrue as a result of a delayed payment in this case. A business day is defined in the indenture as a day other than a Saturday, Sunday or other day on which banking institutions in New York City are authorized or required by law to close.

Ranking

     The new notes will be unsecured obligations of Goodrich and will rank equally with all our other unsecured and unsubordinated indebtedness. The new notes will be effectively subordinated to all our existing and future secured indebtedness to the extent of the assets securing that indebtedness. The new notes will also be structurally subordinated to all liabilities of our subsidiaries, including trade payables. We conduct a substantial portion of our operations through our subsidiaries, and our right to participate in any distribution of the assets of a subsidiary when it winds up its business is subject to the prior claims of the creditors of the subsidiary. This means that your right as

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a holder of our new notes will also be subject to the prior claims of these creditors if a subsidiary liquidates or reorganizes or otherwise winds up its business.

Additional Notes

     We may from time to time, without giving notice to or seeking the consent of the holders of the new notes, issue notes having the same ranking and the same interest rate, maturity and other terms as the new notes. The outstanding 10-year notes and the new 10-year notes will constitute a single series of securities under the indenture. Similarly, the outstanding 30-year notes and the new 30-year notes will constitute a single series of securities under the indenture. Any additional securities having such similar terms as a series of new notes, together with such new notes and the corresponding series of outstanding notes, will constitute a single series of securities under the indenture.

Denominations

     The new notes will be issued in fully registered form in denominations of $1,000 and whole multiples of $1,000. No service charge will be made for any registration of transfer or exchange of the new notes, but we may require payment of a sum sufficient to cover any tax or other governmental charges that may be imposed in connection with the transaction.

Optional Redemption

     Each series of new notes will be redeemable, in whole or in part, at our option at any time or from time to time at a redemption price equal to the greater of:

• 100% of the principal amount of the new notes being redeemed, and

• the sum of the present values of the remaining scheduled payments of principal and interest on the new notes being redeemed (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360 day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points for the new 10-year notes and 30 basis points for the new 30-year notes

plus, in each case, accrued and unpaid interest on the notes to the redemption date.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of those notes.

     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for the redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations.

     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Deutsche Bank Securities Inc., Calyon Securities (USA) Inc., Harris Nesbitt Corp. and Wachovia Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers(as defined below)) and the respective successors of each of the foregoing; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Goodrich will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by Goodrich.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by that

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Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date.

     Holders of new notes to be redeemed will receive notice by first-class mail at least 30 days but not more than 60 days before the date of redemption. If fewer than all of the new notes of a series are to be redeemed, DTC, in the case such new notes are represented by a global security, or the trustee, will select, not more than 60 days prior to the redemption date, the particular new notes of that series or portions thereof for redemption from the outstanding new notes of that series not previously called by such method as DTC or the trustee, as the case may be, deems fair and appropriate. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the new notes or portions thereof called for redemption.

Certain Restrictions in the Indenture

     We must comply with the restrictive covenants in the indenture that are described below.

Definitions

     “Attributable Debt” with respect to any lease under which we are liable is defined as the lesser of (1) the fair value of the property subject to that lease as determined by certain of our officers or (2) the present value of the total net amount of rent we must pay under that lease until it expires, calculated using a discount rate determined by certain of our officers and compounded semiannually. The net amount of rent we must pay under any lease for any period is the amount of rent payable for the period, excluding payments for maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. For any lease that we may terminate by paying a penalty, the net amount of rent includes the penalty, but no rent is included after the first date upon which the lease may be terminated.

     “Consolidated Net Tangible Assets” is defined as the total amount of assets (minus applicable reserves and properly deductible items) minus (1) all current liabilities, excluding (a) those which are extendible or renewable to more than 12 months after the time as of which the amount of the liability is being computed, (b) current maturities of long-term indebtedness and (c) capital lease obligations, and (2) all goodwill, in each case as shown on our audited financial statements.

     “Debt” is defined as indebtedness for money borrowed or any other indebtedness evidenced by notes, bonds, debentures or other similar documents.

     “Funded Debt” is defined as all indebtedness for money borrowed (1) with a maturity of more than 12 months after the date on which the amount of indebtedness is determined or (2) with a maturity that is less than 12 months from that date but which is renewable or extendible beyond 12 months from that date at the borrower’s option.

     “Principal Property” is defined as any building, structure or other facility, the land upon which it stands and the fixtures that are a part of it, (1) that is used primarily for manufacturing and is located in the United States and (2) the net book value of which exceeds 3% of Consolidated Net Tangible Assets. Principal Property does not include (1) any building, structure or facility that, in the opinion of our board of directors, is not of material importance to our total business or (2) any portion of a particular building, structure or facility that, in the opinion of our board of directors, is not of material importance to the use or operation of that building, structure or facility.

     “Restricted Subsidiary” is defined as any Subsidiary (1) with substantially all its property located in the United States or carrying on substantially all its business within the United States and (2) which owns a Principal Property. “Restricted Subsidiary,” however, does not include any Subsidiary whose primary business (1) consists of

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financing operations in connection with leasing and conditional sales transactions on behalf of Goodrich, (2) consists of purchasing accounts receivable or making loans secured by accounts receivable or inventory or (3) is that of a finance company.

     “Subsidiary” is defined as any company in which we and/or one or more of our subsidiaries own, directly or indirectly, at least a majority of the outstanding voting stock.

Limitation on Liens

     The indenture prohibits us and our Restricted Subsidiaries from incurring, issuing, assuming or guaranteeing any Debt secured by any sort of lien on

(1)	any Principal Property owned by us or a Restricted Subsidiary,
(2)	any stock in any Restricted Subsidiary, or
(3)	any Debt of any Restricted Subsidiary,

without securing all outstanding series of new notes equally and ratably with (or prior to) the secured Debt to be incurred, issued, assumed or guaranteed, unless the aggregate principal amount of that secured Debt together with (1) all secured Debt that would otherwise be prohibited, and (2) all of our and our Restricted Subsidiaries’ Attributable Debt in respect of sale and leaseback transactions that would otherwise be prohibited by the covenant limiting sale and leaseback transactions described below, would not exceed 10% of Consolidated Net Tangible Assets. The restriction described above does not apply to guarantees related to the sale, discount, guarantee or pledge of notes, chattel mortgages, leases, accounts receivable, trade acceptances and other paper arising in the ordinary course of business out of installment or conditional sales of merchandise, equipment or services to distributors, dealers or other customers and similar transactions involving retention of title.

     In addition, the restriction described above will not apply to Debt secured by the following:

• liens on property, stock or Debt of any corporation existing at the time it becomes a Restricted Subsidiary;

• liens to secure indebtedness of a Restricted Subsidiary to us or to another Restricted Subsidiary;

• liens for taxes, assessments or governmental charges or levies (a) that are not yet due and delinquent or (b) the validity of which we are contesting, or deposits to obtain the release of these liens;

• liens of materialmen, mechanics, carriers, workmen, repairmen, landlords or other similar liens, or deposits to obtain the release of these liens;

• liens arising under legal process the execution or enforcement of which is stayed and which are being contested in good faith;

• liens (a) to secure public or statutory obligations, (b) to secure payment of workmen’s compensation, (c) to secure performance in connection with tenders, leases of real property, bids or contracts or (d) to secure (or in lieu of) surety or appeal bonds, and liens made in the ordinary course of business for similar purposes;

• liens in favor of the United States, any state in the United States, or any agency, department, instrumentality or political subdivision thereof or of any other country or political subdivision thereof, to secure payments pursuant to any contract or statute or to secure any debt incurred to finance the purchase price or the cost of construction of the property subject to the lien;

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• liens on property, stock or Debt of a corporation (a) existing at the time we acquired the corporation (including corporations with which we merged or consolidated or purchased substantially all the properties of), (b) that secure the payment of the purchase price, construction cost or improvement cost thereof or (c) that secure any Debt incurred prior to, at the time of, or within one year after we acquired the property, shares or Debt, or completed the construction on or commenced commercial operation of the property, whichever is later, for the purpose of financing the purchase price or construction cost;

• liens existing at the date of the indenture; and

• any extension, renewal or replacement of any of the foregoing liens that does not increase the Debt secured by such lien and that is limited to all or a part of the same property, stock or Debt that secured the original lien. (Section 3.4)

Limitation on Sales and Leasebacks

     The indenture provides that neither we nor any Restricted Subsidiary may enter into any sale and leaseback transaction with any bank, insurance company or other lender or investor where we or the Restricted Subsidiary would lease a Principal Property for a period totaling more than three years if that Principal Property has been or will be sold by us or a Restricted Subsidiary within one year after acquisition, completion of construction or commencement of full operations thereof to that investor or lender or to any person to whom that lender or investor has made funds available on the security of that Principal Property, unless either:

• we or the Restricted Subsidiary could create Debt secured by a lien on the Principal Property to be leased back in an amount equal to the Attributable Debt with respect to that sale and leaseback transaction without equally and ratably securing the debt securities of all series pursuant to the provisions of the covenant on limitation on liens described above; or

• we apply within 270 days after the sale or transfer by us or the Restricted Subsidiary an amount equal to the greater of (1) the net proceeds of the sale of the Principal Property sold and leased back pursuant to the arrangement and (2) the fair market value of the Principal Property (as determined by certain of our officers) so sold and leased back at the time of entering into the arrangement to

• the purchase of different property, facilities or equipment that has a value at least equal to the net proceeds of the sale or

• the retirement of our Funded Debt.

     The amount to be applied to the retirement of our Funded Debt will, however, be reduced by (1) the principal amount of any debt securities issued under the indenture (or, if any of those debt securities are original issue discount debt securities, the portion of the principal amount that is due and payable with respect to those debt securities pursuant to a declaration in accordance with Section 4.1 of the indenture) delivered within 270 days after the relevant sale to the trustee for retirement and cancellation and (2) the principal amount of Funded Debt, other than the debt securities issued under the indenture, voluntarily retired by us within 270 days after the relevant sale. We may not effect any retirement of Funded Debt referred to above by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision. (Section 3.5)

Absence of Other Restrictions

     The indenture does not contain:

• any restrictions on the declaration of dividends;

• any requirements concerning the maintenance of any asset ratio; or

• any requirement for the creation or maintenance of reserves.

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Consolidation, Merger, Sale, Conveyance and Lease

     The indenture permits us to consolidate or merge with or into another entity, and to sell, convey or lease all or substantially all our property to another entity, only if certain conditions in the indenture are met including:

• the successor entity, purchaser or lessee expressly assumes our obligations on the debt securities and under the indenture; and

• we are not, or our successor is not, as the case may be, in default under any covenant or condition in the indenture immediately after giving effect to the consolidation, merger, sale, conveyance or lease. (Article Eight)

Events of Default, Waiver and Notice

     “Event of Default” when used with respect to each series of new notes means any of the following:

• our failure to pay any interest on the new notes of that series for a period of 10 days after the interest was due;

• our failure to pay the principal on the new notes of that series;

• our failure to perform any other covenant or agreement in the indenture with respect to that series of new notes, and the continuance of that failure for 90 days after the trustee or the holders of at least 25% of the aggregate principal amount of the new notes of that series have given notice to us (and, in the case of a notice from the holders, the trustee) of such failure;

• acceleration of any indebtedness of ours (1) with a principal amount of more than $50,000,000, or (2) under any mortgage, indenture or other instrument that permits the incurrence by us of more than $50,000,000 of indebtedness, in either case that is not discharged, rescinded or annulled within 10 days after the trustee or the holders of at least 25% of the new notes of such series have given to us (and, in the case of a notice of the holders, the trustee) written notice of this default; and

• various events involving our bankruptcy, insolvency or reorganization. (Section 4.1)

     Within 90 days after the occurrence of a default, the trustee will give all holders of new notes of the affected series notice of all defaults known to it. Except in the case of a default in the payment of principal or interest, the trustee may withhold notice if and so long as it in good faith determines that withholding notice is in the interests of the holders. (Trust Indenture Act).

     If an Event of Default with respect to a series of new notes occurs and is continuing, either the trustee or the holders of at least 25% of the aggregate principal amount of the new notes of that series may by written notice to us declare the principal of the new notes of that series and any accrued interest to be due and payable immediately. Once this has happened, subject to various conditions, the holders of a majority of the aggregate principal amount of the new notes of that series can annul the declaration of acceleration and waive the past defaults, except that they cannot waive uncured defaults in the payment of principal or any interest. (Sections 4.1 and 4.9)

     We must file on an annual basis with the trustee, among other things, a written statement of one of our officers regarding his knowledge of our compliance with all conditions and covenants under the indenture. (Trust Indenture Act)

     The holders of at least a majority in aggregate principal amount of the new notes of each series affected (with each series voting separately as a class) may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power given under the indenture to the trustee. (Section 4.8)

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     The trustee does not have to exercise any of its rights or powers at the direction of the holders of new notes unless the holders offer the trustee reasonable security or indemnity against expenses and liabilities. (Section 5.1(d))

Defeasance

Defeasance and Discharge

     The indenture provides that we will be discharged from any and all obligations with respect to the new notes of any series (other than various obligations regarding transfer, exchange, cancellation of such new notes, destroyed, lost or stolen new notes, temporary securities, offices for payment, paying agents and obligations with respect to the trustee) if we deposit with the trustee in trust money and/or U.S. government obligations that will provide enough money to pay the principal of, and each installment of interest on, the new notes of that series on the stated maturity of those payments in accordance with the terms of the indenture and such new notes. (Section 12.2 and 12.4)

     We may only establish this kind of trust if, among other things, we have delivered to the trustee an opinion of counsel stating that, due to an Internal Revenue Service ruling or a change in federal income tax law, holders of those new notes will not recognize income, gain or loss for federal income tax purposes as a result of that deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times, as would have been the case if that deposit, defeasance and discharge had not occurred. (Section 12.4)

Defeasance of Certain Covenants and Certain Events of Default

     The indenture provides that we may choose not to comply with the covenants described above under “Limitation on Liens” and “Limitations on Sales and Leasebacks” and with Section 4.1(d) of the indenture (described above in the third bullet point under “Events of Default, Waiver and Notice”) without triggering an Event of Default with respect to a particular series of new notes, if we deposit with the trustee in trust money and/or U.S. government obligations which through the payment of interest and principal will provide enough money to pay the principal of, and each installment of interest on, the new notes of that series on the stated maturity of those payments in accordance with the terms of the indenture and those new notes. Our other obligations under the indenture and those new notes and other Events of Default will remain in full force and effect. (Section 12.3 and 12.4)

     We may only establish this kind of trust if, among other things, we have delivered to the trustee an opinion of counsel stating that the holders of those debt securities will not recognize income, gain or loss for federal income tax purposes as a result of that deposit and defeasance of certain covenants and Events of Default and will be subject to federal income tax on the same amounts, in the same manner and at the same times, as would have been the case if that deposit and defeasance had not occurred. (Section 12.4)

     If we exercise the option described in this section and the debt securities of the relevant series are declared due and payable because of the occurrence of any Event of Default (other than the Event of Default described above in the third bullet point under “Events of Default, Waiver and Notice”), the amount of money and U.S. government obligations on deposit with the trustee will be sufficient to pay amounts due on those new notes at the time of their stated maturity but may not be sufficient to pay amounts due on those new notes at the time of the acceleration resulting from that Event of Default.

Satisfaction and Discharge of the Indenture

     The indenture generally will cease to be of any further effect with respect to a series of new notes if:

• we have paid the principal of and interest on all new notes of that series (with certain limited exceptions) when these new notes have become due and payable;

• we have delivered to the trustee for cancellation all new notes of that series (with certain limited exceptions); or

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• all new notes of that series not previously delivered to the trustee for cancellation have become due and payable or will become due and payable or subject to redemption within one year, and we have deposited with the trustee as trust funds the entire amount sufficient to pay at maturity or upon redemption all of these new notes (with certain limited exceptions).

     In addition, we must pay all other sums payable by us under the indenture with respect to that series of new notes. (Section 9.1)

Changes to the Indenture and Waiver of Covenants

     Holders who own not less than 50% in principal amount of the affected outstanding debt securities of all series under the indenture can agree to amend the indenture or the rights of the holders of those debt securities, including the new notes. However, without the consent of each affected holder of new notes, no amendment can:

• extend the fixed maturity of those new notes;

• reduce the principal amount of, or premium on, those new notes;

• reduce the rate or the time of payment of interest on those new notes;

• change the currency of those new notes;

• reduce the portion of the principal amount of those new notes provable in bankruptcy;

• reduce amounts payable upon redemption of those new notes;

• reduce the overdue rate of interest on those new notes;

• impair any right of repayment at the option of the holders of those new notes securities; or

• reduce the percentage of principal amount of debt securities or new notes required to amend the indenture. (Section 7.2)

     We may amend the indenture in certain circumstances without your consent to evidence our merger with another company or the replacement of the trustee and for certain other purposes. (Section 7.1)

Concerning the Trustee

     The Bank of New York Trust Company, N.A. is the successor to The Bank of New York as trustee under the indenture. We conduct other banking transactions with The Bank of New York, an affiliate of the trustee, in the ordinary course of our business.

     We can remove the Trustee in respect of the new notes in certain circumstances, including if the trustee ceases to be eligible to serve as trustee under the indenture and fails to resign following written request or is adjudged to be bankrupt or insolvent. The holders of a majority of the principal amount of a series of new notes may also remove the trustee with respect to that series. The indentures prescribes procedures by which the trustee will be replaced, in the event of its removal. (Section 5.8)

BOOK-ENTRY DEBT SECURITIES

     The new notes of each series will be issued as book-entry securities, issued in the form of one or more global securities that will be deposited with DTC, and will evidence all of the new notes of that series. This means that certificates will not be issued to each holder. One or more global securities for each series of new notes will be issued to DTC, in the name of Cede & Co., a nominee of DTC, which will keep a computerized record of its

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participants (for example, your broker) whose clients have purchased the new notes of that series. The broker or other participant will then keep a record of its clients who own the new notes of that series.

     Unless it is exchanged in whole or in part for a security evidenced by individual certificates, a global security may not be transferred, except that DTC, its nominees and their successors may transfer a global security as a whole to one another. Beneficial interests in global securities will be shown on, and transfers of beneficial interests in global notes will be accomplished by, entries made on the books maintained by DTC and its participants. Each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if the person is not a participant, on the procedures of the participant through which the person owns its interest to exercise any rights of a holder of new notes under the indenture.

     The laws of some jurisdictions require that certain purchasers of securities such as the new notes take physical delivery of the securities in definitive form. These limits and laws may impair your ability to acquire or transfer beneficial interests in the global security.

     We will make payments on book-entry new notes to DTC or its nominee, as the sole registered owner and holder of the global security. Neither Goodrich, the trustee nor any of their agents will be responsible or liable for any aspect of DTC’s records relating to, or payments made on account of, beneficial ownership interests in a global security, or for maintaining, supervising or reviewing any of DTC’s records relating to the beneficial ownership interests.

     We have been advised that DTC’ s practice is to credit the accounts of participants upon receipt of funds and corresponding information on payable dates to their beneficial interests in the global security as shown on DTC’ s records. Payments by participants to you, as an owner of a beneficial interest in the global security, will be governed by standing instructions and customary practices (as is now the case with securities held for customer accounts registered in “street name”) and will be the sole responsibility of the participants, subject to statutory and regulatory requirements.

     A global security representing new notes will be exchanged for certificated new notes if:

• DTC notifies us that it is unwilling or unable to continue as depositary or DTC ceases to be a clearing agency registered under applicable law and we do not appoint a new depositary within 90 days; or

• we determine that the global security is exchangeable.

     If that occurs, we will issue new notes in certificated form in exchange for the global security. An owner of a beneficial interest in the global security then will be entitled to physical delivery of a certificate for new notes in principal amount to that beneficial interest and to have those new notes registered in its name. The certificates for the new notes would be issued in denominations of $1,000 or any larger amount that is an integral multiple thereof, and would be issued in registered form only, without coupons.

     DTC has informed us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC was created to hold the securities of its participants and to facilitate the post-trade settlement of securities transactions among its participants through electronic book-entry transfers and pledges between accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust and Clearing Corporation which, in turn, is owned by a number of participants in DTC. The rules applicable to DTC and its participants are on file with the SEC. No fees or costs of DTC will be charged to you. The information in this section about DTC and the book-entry system has been obtained from sources that we believe to be accurate, but we assume no responsibility for its accuracy. We have no responsibility for the performance by DTC or its participants of their obligations as described in this offering memorandum or under the rules and procedures governing their operations.

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CERTAIN ERISA CONSIDERATIONS

     The following is a summary of certain considerations associated with the exchange of the outstanding notes and the acquisition, holding and disposition of new notes by employee benefit plans that are subject to Title I of ERISA (as defined herein), individual retirement accounts and other plans that are subject to Section 4975 of the Code (as defined herein) or provisions under any federal, state, local, non-U.S. or other laws or regulations that are substantially similar to such provisions of ERISA or the Code (collectively, “similar laws”), and entities whose underlying assets are considered to include “plan assets” of such employee benefit plans, accounts and other plans (each, a “plan”). This summary is based on the provisions of ERISA and the Code (and the related regulations and administrative and judicial interpretations) as of the date of this offering memorandum. This summary does not purport to be complete, and future legislation, court decisions, administrative regulations, rulings or administrative pronouncements could significantly modify the requirements summarized below. Any of these changes may be retroactive and may thereby apply to transactions entered into prior to the date of their enactment or release.

General Fiduciary Matters

     ERISA and the Code impose certain duties on persons who are fiduciaries of an employee benefit plan subject to Title I of ERISA or the Code, and ERISA and the Code prohibit certain transactions. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of a plan or the management or disposition of the assets of a plan or who renders investment advice for a fee (direct or indirect) or other compensation to a plan is generally considered to be a fiduciary of the plan. In considering an investment in the new notes of a portion of the assets of a plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the plan, and the applicable provisions of ERISA, the Code and any similar law. In addition, a fiduciary of such a plan should determine if an investment in the new notes satisfies the fiduciary’s duties, including, without limitation, the prudence, diversification and exclusive benefit provisions of ERISA and the Code.

Prohibited Transaction Issues

     Section 406 of ERISA and Section 4975 of the Code generally prohibit a plan subject to Title I of ERISA or Section 4975 of the Code from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest” under ERISA or “disqualified persons” under the Code (which definitions are substantially similar), unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

     The exchange of the old notes and the acquisition, holding and disposition of the new notes by or on behalf of a plan may constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code if the company, the joint-lead dealer managers, a co-dealer manager, the trustee, the exchange agent or information agent is or becomes a party in interest or disqualified person with respect to a plan, unless an exemption is available. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to these transactions, depending on the facts and circumstances. (A PTCE applies for purposes of both ERISA and the Code.) These class exemptions include, without limitation, PTCE 84-14 regarding transactions effected by qualified professional asset managers, PTCE 90-1 regarding investments by insurance company pooled separate accounts, PTCE 91-38 regarding investments by bank collective investment funds, PTCE 95-60 regarding investments by insurance company general accounts, and PTCE 96-23 regarding transactions effected by in-house asset managers. Each of these PTCEs contains conditions and limitations on its application. Fiduciaries of plans that consider acquiring new notes in reliance on any of these or any other PTCEs should carefully review the PTCE to assure it is applicable.

     Each holder of old notes that acquires new notes and that is a plan or is using plan assets will be deemed to have represented and warranted that the exchange of the old notes and the acquisition, holding and disposition of the new notes will not result in a non-exempt prohibited transaction under ERISA, the Code and any substantially similar applicable law.

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     The foregoing discussion is general in nature and is not intended to be all-inclusive. Fiduciaries or other persons considering exchanging old notes and acquiring the new notes on behalf of or with plan assets should consult with their counsel, prior to any such transaction, regarding the potential applicability of ERISA, the Code and any substantially similar laws to such investment and the availability of an applicable exemption.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

     The following is a general discussion of certain anticipated U.S. federal income tax consequences to beneficial holders whose outstanding notes are tendered and accepted in the exchange offers. This summary is based on laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder or to certain types of holders that may be subject to special tax rules (such as banks, tax-exempt entities, insurance companies, regulated investment companies, S corporations, foreign taxpayers, persons who are subject to alternative minimum tax, dealers in securities or currencies, traders in securities electing to mark to market, persons that will hold the new notes or the outstanding notes as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction or persons that have a “functional currency” other than the U.S. dollar). The discussion is limited to exchanging holders who have held the outstanding notes as “capital assets” within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) and (i) who are (a) citizens or residents of the United States, (b) domestic corporations, or other entities taxable as corporations for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any State thereof or the District of Columbia, (c) estates the income of which is subject to U.S. federal income taxation regardless of its source or (d) trusts if, with respect to such a trust, a court within the United States can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of the substantial decisions of the trust or certain trusts that validly elected to be treated as domestic trusts or (ii) that otherwise are subject to U.S. federal income taxation on a net income basis with respect to the outstanding notes.

     The following discussion does not describe the special considerations that may apply to a holder that is treated as a partnership for U.S. federal income tax purposes. If a partnership (including an entity treated as a partnership for U. S. federal income tax purposes) holds outstanding notes or new notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding outstanding notes or new notes should consult its tax advisors with respect to the tax treatment of participation in the exchange offer.

     Because the law with respect to certain U.S. federal income tax consequences of the exchange offer is uncertain and no ruling has been or will be requested from the Internal Revenue Service (the “Service”) on any U.S. federal income tax matter concerning the exchange offer, no assurances can be given that the Service or a court considering these issues will agree with the positions or conclusions discussed below.

     HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE CONSEQUENCES TO THEM OF THE EXCHANGE, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS.

Tax Consequences to Exchanging Holders

     The tax treatment of an exchange of outstanding notes for new notes will not be treated as a taxable exchange for United States federal income tax purposes because the new notes will not be considered to differ materially in kind or extent from the outstanding notes. Rather, any new notes received by investors will be treated as a continuation of their investment in the outstanding notes. As a result, a holder will not be required to recognize any gain or loss as a result of the exchange offer. In addition, each holder will have the same adjusted issue price, adjusted basis, and holding period in the new notes as it had in the outstanding notes immediately prior to the exchange.

Stated Interest

     The stated interest on the new notes will be unconditionally payable at least annually at a single fixed rate. The stated interest will qualify as qualified stated interest, and U.S. holders will be required to include such qualified

29

stated interest in their gross income for U.S. federal income tax purposes in accordance with their regular method of accounting.

Amortizable Bond Premium

     If a holder’s adjusted tax basis in an outstanding note immediately after the exchange that took place on June 22, 2006 exceeded the stated principal amount of such outstanding note, the holder should be considered to have amortizable bond premium in the outstanding note equal to such excess. Amortizable bond premium on outstanding notes should carry over to the new notes received in exchange therefor. The holder may elect to amortize this premium using a constant yield method over the term of the new note. A holder who elects to amortize bond premium may offset each interest payment on such new note by the portion of the bond premium allocable to such payment and must reduce its tax basis in such new note by the amount of the premium so amortized.

Market Discount

     Accrued market discount on outstanding notes not previously treated as ordinary income by a holder should carry over to the new notes received in exchange therefor. A holder should be required to treat any gain on the sale, exchange, retirement or other taxable disposition (collectively, a “disposition”) of a new note as ordinary income to the extent of the accrued market discount on the new note at the time of the disposition of a new note unless such market discount has been previously included in income by the holder pursuant to an election by the holder to include the market discount in income as it accrues, or pursuant to a constant yield election by the holder.

Disposition of a New Note

     In general, subject to the discussion above regarding market discount, a disposition of a new note should result in capital gain or loss equal to the difference between the amount realized (except to the extent such amount is attributable to accrued but unpaid interest on the new note, which amount should be treated as ordinary interest income to the extent not already accrued as interest income in accordance with such holder’s method of accounting for U.S. federal income tax purposes) and the exchanging holder’s adjusted tax basis in such new note immediately before such disposition. The adjusted tax basis of the new notes generally will equal the holder’s initial tax basis in the new notes calculated as described above, increased by any market discount includable in income by the holder with respect to such new notes, and reduced by the amount of any payments previously received by the holder (other than qualified stated interest) and by any premium amortized by such holder with respect to the new notes.

Backup Withholding

     Under the backup withholding rules, payments of interest and payments of proceeds from any disposition of a new note may be subject to backup withholding tax unless the exchanging holder (i) is a corporation or comes within certain other exempt categories and demonstrates that fact when required or (ii) provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with applicable requirements of the backup withholding rules. Any amounts deducted and withheld should generally be allowed as a credit against the recipient’s U.S. federal income tax liability, provided appropriate proof is provided under rules established by the Service. Moreover, certain penalties may be imposed by the Service on a recipient of payments that is required to supply information but that does not do so in the proper manner. Holders of new notes should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedures for obtaining such an exemption.

IRS Circular 230 Disclosure

     The summary discussion above was written to support the promotion or marketing of the transactions addressed by this prospectus. It was not intended or written to be used, and it cannot be used, by any holder or other taxpayer for the purpose of avoiding penalties that may be imposed on such holder or taxpayer. Holders should seek advice based on their particular circumstances from an independent tax advisor.

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PLAN OF DISTRIBUTION

     This prospectus, as it may be amended or supplemented from time to time, may be used by exchanging broker-dealers in connection with resales of new notes received in exchange for outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. Each exchanging broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes.

     We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any exchanging broker-dealer that acquired outstanding notes as a result of market making activities or other trading activities and who resells new notes that were received by it pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of new notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, an exchanging broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

LEGAL MATTERS

     The validity of the new notes offered hereby will be passed upon for us by Robinson, Bradshaw & Hinson, P.A., Charlotte, North Carolina.

EXPERTS

     The consolidated financial statements of Goodrich Corporation appearing in Goodrich Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2005, and Goodrich Corporation management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and management’s assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

     With respect to the unaudited condensed consolidated interim financial information of Goodrich Corporation for the three month period ended March 31, 2006 and 2005 and the three and six month periods ended June 30, 2006 and 2005, incorporated by reference in this Prospectus and Registration Statement, Ernst & Young LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 1, 2006 and August 2, 2006, included in Goodrich Corporation’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, and incorporated by reference herein, state that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Ernst & Young LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the “Act”) for their reports on the unaudited interim financial information because that report is not a “report” or a “part” of the Registration Statement prepared or certified by Ernst & Young LLP within the meaning of Sections 7 and 11 of the Act.

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Goodrich Corporation

Offers to Exchange

$290,753,000 6.29% Notes due 2016	$254,589,000 6.80% Notes due 2036
for	for
$290,753,000 6.29% Notes due 2016	$254,589,000 6.80% Notes due 2036
that have been registered under the	that have been registered under
Securities Act of 1933	the Securities Act of 1933

The exchange agent for the exchange offers is:

Global Bondholder Services Corporation

By facsimile:
(For eligible institutions only):
(212) 430-3775

Confirmation:
(212) 430-3774

By Mail:	By Overnight Courier:	By Hand:
65 Broadway – Suite 723	65 Broadway – Suite 723	65 Broadway – Suite 723
New York, NY 10006	New York, NY 10006	New York, NY 10006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

     Under our Restated Certificate of Incorporation, no member of our Board of Directors will have any personal liability to us or our shareholders for damages for any breach of duty in such capacity, unless (a) such liability was for an act or omission prior to the adoption of these provisions of our Restated Certificate of Incorporation or (b) a judgment or other final adjudication adverse to the director establishes that (i) his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled or (iii) his acts violated section 719 of the New York Business Corporation Law (generally relating to the improper declaration of dividends, improper purchases of shares, improper distribution of assets after dissolution, or making improper loans to directors contrary to specified statutory provisions). Reference is made to Article TWELFTH of our Restated Certificate of Incorporation filed as Exhibit 4.1 to this Registration Statement.

     Under our bylaws, we agree to indemnify our directors and officers and every other person who we may indemnify under the indemnification provisions for directors and officers of the New York Business Corporation Law. In addition, our bylaws provide that any person who is made, or threatened to be made, a party to or involved in an action, suit or proceeding by reason of the fact that he or his testator or intestate is or was (or agreed to become) a director or officer of Goodrich or is or was (or agreed to serve) any other entity in any capacity will be indemnified by us unless a final judgment establishes that the director or officer (i) acted in bad faith or was deliberately dishonest and such bad faith or dishonesty was material to the matter adjudicated or (ii) gained a financial profit or other advantage to which he was not legally entitled. The bylaws provide that the indemnification rights will be deemed to be “contract rights” and continue after a person ceases to be a director or officer or after rescission or modification of the bylaws with respect to prior occurring events. They also provide directors and officers with the benefit of any additional indemnification which may be permitted by later amendment to the New York Business Corporation Law. The bylaws further provide for advancement of expenses and specify procedures in seeking and obtaining indemnification. Reference is made to Article VI of our bylaws filed as Exhibit 4.2 to this Registration Statement.

     We have insurance to indemnify our directors and officers, within the limits of our insurance policies, for those liabilities in respect of which indemnification insurance is permitted under the laws of the State of New York. We have also entered into indemnification agreements with our officers and directors that specify the terms of our indemnification obligations. In general, these indemnification agreements provide that we will indemnify our officers and directors to the fullest extent now permitted under current law and to the extent that the law is amended to increase the scope of permitted indemnification. They also provide for the advance payment of expenses to a director or officer incurred in an indemnifiable claim, subject to repayment if it is later determined that the director or officer was not entitled to be indemnified. Under these agreements we agree to reimburse the director or officer for any expenses that he incurs in seeking to enforce his rights under the indemnification agreement, and we have the opportunity to participate in the defense of any indemnifiable claims against the director or officer.

     Reference is made to Sections 721-726 of the New York Business Corporation Law, which are summarized below.

     Section 721 of the New York Business Corporation Law provides that indemnification pursuant to the New York Business Corporation Law will not be deemed exclusive of other indemnification rights to which a director or officer may be entitled, provided that no indemnification may be made if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty, and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

     Section 722(a) of the New York Business Corporation Law provides that a corporation may indemnify a person made, or threatened to be made, a party to any civil or criminal action or proceeding, other than an action by or in the right of the corporation to procure judgment in its favor but including an action by or in the right of any

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other corporation or entity which any director or officer served in any capacity at the request of the corporation, by reason of the fact that he or his testator or intestate was a director or officer of the corporation or served such other entity in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service to any other entity, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful. With respect to actions by or in the right of the corporation to procure judgment in its favor, Section 722(c) of the New York Business Corporation Law provides that a person who is or was a director or officer of the corporation or who is or was serving as a director or officer of any other corporation or entity may be indemnified only against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense or settlement of such an action, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service to any other entity, not opposed to, the best interests of the corporation and that no indemnification may be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person has been adjudged to be liable to the corporation, unless and to the extent an appropriate court determines that the person is fairly and reasonably entitled to partial or full indemnification.

     Section 723 of the New York Business Corporation Law specifies the manner in which payment of such indemnification may be authorized by the corporation. It provides that indemnification by a corporation is mandatory in any case in which the director or officer has been successful, whether on the merits or otherwise, in defending an action. In the event that the director or officer has not been successful or the action is settled, indemnification may be made by the corporation only if authorized by any of the corporate actions set forth in Section 723.

     Section 724 of the New York Business Corporation Law provides that upon proper application by a director or officer, indemnification shall be awarded by a court to the extent authorized under Sections 722 and 723 of the New York Business Corporation Law.

     Section 725 of the New York Business Corporation Law contains certain other miscellaneous provisions affecting the indemnification of directors and officers, including provision for the return of amounts paid as indemnification if any such person is ultimately found not to be entitled to the indemnification.

     Section 726 of the New York Business Corporation Law authorizes the purchase and maintenance of insurance to indemnify (1) a corporation for any obligation which it incurs as a result of the indemnification of directors and officers under the above sections, (2) directors and officers in instances in which they may be indemnified by a corporation under such sections, and (3) directors and officers in instances in which they may not otherwise be indemnified by a corporation under such sections, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.

Item 21. Exhibits and Financial Statement Schedules

     The following documents are filed herewith or incorporated herein by reference.

Exhibit
Number	Description of Exhibits
3.1	Restated Certificate of Incorporation of Goodrich Corporation, as amended. This exhibit was filed as Exhibit 3.1 to Goodrich Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 and is incorporated herein by reference.
3.2	By-Laws of Goodrich Corporation, as amended. This Exhibit was filed as Exhibit 4(B) to Goodrich Corporation’s Registration Statement on Form S-3 (File No. 333-98165) and is incorporated herein by

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Exhibit
Number	Description of Exhibits
	reference.
4.1	Indenture dated as of May 1, 1991 between Goodrich Corporation and The Bank of New York, as successor to Harris Trust and Savings Bank, as Trustee. This exhibit was filed as Exhibit 4 to Goodrich’s Registration Statement on Form S-3 (File No. 33-40127) and is incorporated herein by reference.
4.2	Form of 6.29% Notes Due 2016 of Goodrich Corporation.
4.3	Form of 6.80% Notes Due 2036 of Goodrich Corporation.
4.4	Form of Fifth Supplemental Indenture between Goodrich Corporation and The Bank of New York Trust Company, N.A., as successor trustee.
4.5	Form of Sixth Supplemental Indenture between Goodrich Corporation and The Bank of New York Trust Company, N.A., as successor trustee.
4.6	Registration Rights Agreement dated June 22, 2006 between Goodrich Corporation and Banc of America Securities LLC and Deutsche Bank Securities Inc. This exhibit was filed as Exhibit 4.5 to Goodrich Corporation’s Current Report on Form 8-K filed on June 22, 2006 and is incorporated herein by reference.
5	Opinion of Robinson, Bradshaw & Hinson, P.A.
12	Computation of Ratio of Earnings to Fixed Charges.
15	Letter Re: Unaudited Interim Financial Information.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Robinson, Bradshaw & Hinson, P.A. (contained in their opinion filed as Exhibit 5).
24	Power of Attorney.
25	Form T-1 Statement of Eligibility and Qualification of The Bank of New York, as successor to Harris Trust and Savings Bank. This exhibit was filed as Exhibit 25 to Goodrich Corporation’s Registration Statement on Form S-3 (Registration No. 333-98165) and is incorporated herein by reference.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Brokers.
99.4	Form of Letter to Clients.

Item 22. Undertakings

     (1) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the

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registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

     (2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission this type of indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

     (3) The undersigned registrant hereby undertakes to respond to request for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     (4) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on August 9, 2006.

GOODRICH CORPORATION
By:	/s/ Terrence G. Linnert
	Terrence G. Linnert
	Executive Vice President, Administration and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on August 9, 2006 by the following persons in the capacities indicated.

/s/ Marshall O. Larsen Marshall O. Larsen	/s/ Scott E. Kuechle Scott E. Kuechle
Chairman, President and Chief Executive	Senior Vice President and
Officer and Director	Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)
/s/ Scott A. Cottrill Scott A. Cottrill	* Diane C. Creel
Vice President and Controller	Director
(Principal Accounting Officer)
* George A. Davidson, Jr.	* Harris E. DeLoach, Jr.
Director	Director
*	*
James W. Griffith	William R. Holland
Director	Director
* John P. Jumper	* Douglas E. Olesen
Director	Director
*	*
Alfred M. Rankin, Jr.	James R. Wilson
Director	Director
* A. Thomas Young
Director

* The undersigned, as attorney-in-fact, does hereby sign this Registration Statement on behalf of each of the directors indicated above.

     /s/ Sally L. Geib  

Sally L. Geib 

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibits
3.1	Restated Certificate of Incorporation of Goodrich Corporation, as amended. This exhibit was filed as Exhibit 3.1 to Goodrich Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 and is incorporated herein by reference.
3.2	By-Laws of Goodrich Corporation, as amended. This Exhibit was filed as Exhibit 4(B) to Goodrich Corporation’s Registration Statement on Form S-3 (File No. 333-98165) and is incorporated herein by reference.
4.1	Indenture dated as of May 1, 1991 between Goodrich Corporation and The Bank of New York, as successor to Harris Trust and Savings Bank, as Trustee. This exhibit was filed as Exhibit 4 to Goodrich’s Registration Statement on Form S-3 (File No. 33-40127) and is incorporated herein by reference.
4.2	Form of 6.29% Notes Due 2016 of Goodrich Corporation.
4.3	Form of 6.80% Notes Due 2036 of Goodrich Corporation.
4.4	Form of Fifth Supplemental Indenture between Goodrich Corporation and The Bank of New York Trust Company, N.A., as successor trustee.
4.5	Form of Sixth Supplemental Indenture between Goodrich Corporation and The Bank of New York Trust Company, N.A., as successor trustee.
4.6	Registration Rights Agreement dated June 22, 2006 between Goodrich Corporation and Banc of America Securities LLC and Deutsche Bank Securities Inc. This exhibit was filed as Exhibit 4.5 to Goodrich Corporation’s Current Report on Form 8-K filed on June 22, 2006 and is incorporated herein by reference.
5	Opinion of Robinson, Bradshaw & Hinson, P.A.
12	Computation of Ratio of Earnings to Fixed Charges.
15	Letter Re: Unaudited Interim Financial Information.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Robinson, Bradshaw & Hinson, P.A. (contained in their opinion filed as Exhibit 5).
24	Power of Attorney.
25	Form T-1 Statement of Eligibility and Qualification of The Bank of New York, as successor to Harris Trust and Savings Bank. This exhibit was filed as Exhibit 25 to Goodrich Corporation’s Registration Statement on Form S-3 (Registration No. 333-98165) and is incorporated herein by reference.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.

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Exhibit
Number	Description of Exhibits
99.3	Form of Letter to Brokers.
99.4	Form of Letter to Clients.

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EX-4.2

FORM OF

GLOBAL GOODRICH NOTE

REGISTERED
No.	Principal Amount: $
	CUSIP: 382388 AS 5

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

GOODRICH CORPORATION
6.29% NOTES DUE 2016

     GOODRICH CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $      , on July 1, 2016, and to pay interest thereon semi-annually on January 1 and July 1 (the “Interest Payment Dates”) in each year, commencing January 1, 2007, at the rate of 6.29 percent per annum until the principal hereof is paid or made available for payment. Notwithstanding the foregoing, this note (this “Security”) shall bear interest from the most recent Interest Payment Date to which interest in respect hereof has been paid or duly provided for, unless (i) the date hereof is such an Interest Payment Date, in which case from the date hereof, or (ii) no interest has been paid on this Security, in which case from June 22, 2006; provided, however, that if the Company shall default in the payment of interest due on the date hereof, then this Security shall bear interest from the next preceding Interest Payment Date to which Interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. Notwithstanding the foregoing, if the date hereof is after the December 15 or June 15 (whether or not a Business Day) (the “Record Date”), as the case may be, next preceding an Interest Payment Date and before such Interest Payment Date, this Security shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at the close of business on the Record Date next preceding such Interest Payment Date.

     Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York City in such coin or

currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[The remainder of this page is left blank intentionally.]

2

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

DATED:           , 2006	GOODRICH CORPORATION
	By:
		Houghton Lewis
		Vice President and Treasurer

Attest:
By:
	Sally L. Geib
	Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

By:
	Authorized Officer

3

REVERSE OF SECURITY

GOODRICH CORPORATION
6.29% NOTES DUE 2016

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May 1, 1991, between the Company and The Bank of New York Trust Company, N.A., as successor trustee (herein called the “Trustee”) and the Fifth Supplemental Indenture dated as of      , 2006 between the Company and the Trustee (collectively, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series designated on the face hereof limited initially to $290,753,000 in aggregate principal amount. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided in the Indenture. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any).

     Any payment required to be made with respect to this Security on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no interest shall accrue for the period from and after such date to the date of payment.

     This Security is redeemable, in whole or in part, at any time from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of the Security and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of any payment of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities of the series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

     “Comparable Treasury Price” means, with respect to any redemption date for the Securities of this series, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer

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Quotations, or (ii) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Deal Quotations.

     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Deutsche Bank Securities Inc., Calyon Securities (USA) Inc., Harris Nesbitt Corp. and Wachovia Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)) and the respective successors of each of the foregoing; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Goodrich will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by Goodrich.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

     “Treasury Rate” means, with respect to any redemption date for the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof having the same interest rate and maturity as this Security will be issued in the name of the holder hereof upon the cancellation hereof.

     Except as set forth above, the Securities of this series will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, then the Trustee or the holders of not less than 25% in aggregate principal amount (calculated as provided in the Indenture) of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities at the time Outstanding of all series to be affected (all such series voting as a single class). The Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities of each series at the time Outstanding, on behalf of the holders of all Securities of such series, to waive certain past defaults or Events of Default under the Indenture and the consequences of any such defaults or

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Events of Default. Any such consent or waiver by the holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, place, and rate, if any, and in the coin or currency, herein prescribed.

     The Securities of this series are being issued by means of a book-entry system with no physical distribution of note certificates to be made except as provided in the Indenture. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Security is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate and maturity and bearing interest from the same date as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate and maturity and bearing interest from the same date as such Securities, as requested by the holder surrendering the same.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing thereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All payments made to or upon the order of such registered holder, shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for monies payable on this Security.

     No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplement thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present, or

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future, of the Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

     All terms used in this Security and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

     This Security shall be governed by and construed in accordance with the laws of the State of New York.

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     FOR VALUE RECEIVED,                                                                                   the undersigned hereby sells, assigns and transfers unto

[PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER OF ASSIGNEE]

!

!

!

[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints                                          attorney to transfer the within Security on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

NOTICE:
	The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever.

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EX-4.3

FORM OF

GLOBAL GOODRICH NOTE

REGISTERED
No.	Principal Amount: $
	CUSIP: 382388 AU 0

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

GOODRICH CORPORATION
6.80% NOTES DUE 2036

     GOODRICH CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $     , on July 1, 2036, and to pay interest thereon semi-annually on January 1 and July 1 (the “Interest Payment Dates”) in each year, commencing January 1, 2007, at the rate of 6.80 percent per annum until the principal hereof is paid or made available for payment. Notwithstanding the foregoing, this note (this “Security”) shall bear interest from the most recent Interest Payment Date to which interest in respect hereof has been paid or duly provided for, unless (i) the date hereof is such an Interest Payment Date, in which case from the date hereof, or (ii) no interest has been paid on this Security, in which case from June 22, 2006; provided, however, that if the Company shall default in the payment of interest due on the date hereof, then this Security shall bear interest from the next preceding Interest Payment Date to which Interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. Notwithstanding the foregoing, if the date hereof is after the December 15 or June 15 (whether or not a Business Day) (the “Record Date”), as the case may be, next preceding an Interest Payment Date and before such Interest Payment Date, this Security shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at the close of business on the Record Date next preceding such Interest Payment Date.

     Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York City in such coin or

currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[The remainder of this page is left blank intentionally.]

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

DATED:           , 2006	GOODRICH CORPORATION
	By:
		Houghton Lewis
		Vice President and Treasurer

Attest:
By:
	Sally L. Geib
	Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

By:
	Authorized Officer

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REVERSE OF SECURITY

GOODRICH CORPORATION
6.80% NOTES DUE 2036

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May 1, 1991, between the Company and The Bank of New York Trust Company, N.A., as successor trustee (herein called the “Trustee”) and the Sixth Supplemental Indenture, dated as of      , 2006, between the Company and the Trustee (collectively, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series designated on the face hereof limited initially to $254,589,000 in aggregate principal amount. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided in the Indenture. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any).

     Any payment required to be made with respect to this Security on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no interest shall accrue for the period from and after such date to the date of payment.

     This Security is redeemable, in whole or in part, at any time from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of the Security and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of any payment of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities of the series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

     “Comparable Treasury Price” means, with respect to any redemption date for the Securities of this series, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer

4

Quotations, or (ii) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Deal Quotations.

     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Deutsche Bank Securities Inc., Calyon Securities (USA) Inc., Harris Nesbitt Corp. and Wachovia Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)) and the respective successors of each of the foregoing; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Goodrich will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by Goodrich.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

     “Treasury Rate” means, with respect to any redemption date for the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof having the same interest rate and maturity as this Security will be issued in the name of the holder hereof upon the cancellation hereof.

     Except as set forth above, the Securities of this series will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, then the Trustee or the holders of not less than 25% in aggregate principal amount (calculated as provided in the Indenture) of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities at the time Outstanding of all series to be affected (all such series voting as a single class). The Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities of each series at the time Outstanding, on behalf of the holders of all Securities of such series, to waive certain past defaults or Events of Default under the Indenture and the consequences of any such defaults or

5

Events of Default. Any such consent or waiver by the holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, place, and rate, if any, and in the coin or currency, herein prescribed.

     The Securities of this series are being issued by means of a book-entry system with no physical distribution of note certificates to be made except as provided in the Indenture. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Security is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate and maturity and bearing interest from the same date as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate and maturity and bearing interest from the same date as such Securities, as requested by the holder surrendering the same.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing thereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All payments made to or upon the order of such registered holder, shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for monies payable on this Security.

     No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplement thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present, or

6

future, of the Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

     All terms used in this Security and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

     This Security shall be governed by and construed in accordance with the laws of the State of New York.

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     FOR VALUE RECEIVED,                                                                                   the undersigned hereby sells, assigns and transfers unto

[PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER OF ASSIGNEE]

!

!

!

[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints                                          attorney to transfer the within Security on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

NOTICE:
	The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever.

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EX-4.4

FORM OF
FIFTH SUPPLEMENTAL INDENTURE

     THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of     , 2006 (this “Supplemental Indenture”), is between Goodrich Corporation, a New York corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).

WITNESSETH

     WHEREAS, pursuant to the Indenture, dated as of May 1, 1991, between the Issuer and the Trustee, as successor trustee (the “Indenture”), the Issuer may from time to time issue and sell debt securities in one or more series;

     WHEREAS, pursuant to the Third Supplemental Indenture, dated as of June 22, 2006 1991, between the Issuer and the Trustee, as successor trustee the Issuer created and authorized the series of 6.29% Notes due 2016 limited initially to $290,753,000 in aggregate principal amount (the “Outstanding Notes”), and to provide the terms and conditions upon which the Outstanding Notes are to be executed, registered, authenticated, issued and delivered,

     WHEREAS, the Issuer desires to re-open the series of Outstanding Notes and authorize additional notes (the “Notes”), to be of the same series as the Outstanding Notes and fungible with the Outstanding Notes for United States federal income tax purposes, to be issued in exchange for a like principal amount of the Outstanding Notes such that the aggregate outstanding principal amount of the notes of such series continue to be limited initially to $290,753,000, and to provide the terms and conditions upon which the Notes are to be executed, registered, authenticated, issued and delivered,

     WHEREAS, pursuant to the Indenture the Issuer has duly authorized the execution and delivery of this Supplemental Indenture;

     WHEREAS, the Notes are being issued under the Indenture, as supplemented by this Supplemental Indenture, and are subject to the terms contained therein and herein;

     WHEREAS, the Notes are to be substantially in the form attached hereto as Exhibit A;

     WHEREAS, the Issuer and the Trustee may enter into this Supplemental Indenture without the consent of the holders of the Securities Outstanding (as that term is defined in the Indenture) as of the date hereof pursuant to Sections 7.1(f) and 7.1(g) of the Indenture;

     WHEREAS, all acts and things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by or on behalf of the Trustee as provided in this Supplemental Indenture, the valid, binding and legal obligations of the Issuer, and to make this Supplemental Indenture a legal, binding and enforceable agreement, have been done and performed;

     NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes are executed, registered, authenticated, issued and delivered, and in consideration of the foregoing premises and the purchase of such Notes by the holders thereof, the Issuer and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the holders from time to time of the Notes, as follows:

     Section 1. Definitions. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Indenture. As used in this Supplemental Indenture, unless a different meaning clearly appears from the context, the following terms shall have the meanings indicated below:

     “Book-Entry Notes” means those Notes for which a Securities Depository or its nominee is the holder.

     “Letter of Representations” means (i) the Blanket Letter of Representations dated December 6, 2002, executed by the Issuer and delivered to the Securities Depository and any amendments thereto, (ii) any successor blanket agreements between the Issuer and any successor Securities Depository, relating to a book-entry system to be maintained by the Securities Depository with respect to any bonds, notes or other obligations issued by the Issuer, including the Book-Entry Notes, or (iii) any successor agreements between the Issuer and the Trustee and any successor Securities Depository, relating to a book-entry system to be maintained by the Securities Depository with respect to the Notes.

     “Securities Depository” means a Person that is registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934 or whose business is confined to the performance of the functions of a clearing agency with respect to exempted securities, as defined in Section 3(a)(12) of such Act for the purposes of Section 17A thereof.

     Section 2. Re-open Series; Authorization of Notes. The series of Outstanding Notes is hereby re-opened and there is hereby authorized the Notes, which shall be of the same series as the Outstanding Notes entitled the “6.29% Notes Due 2016” and shall be issued in exchange for a like principal amount of Outstanding Notes, which series is limited initially to $290,753,000 in aggregate outstanding principal amount. Notwithstanding the foregoing initial aggregate outstanding principal amount, the Issuer may, without the consent of the holders of the Notes, further reopen this series and issue an unlimited amount of additional notes having the same ranking, interest rate, maturity and other terms as the Notes and Outstanding Notes; provided, that, the Issuer may reopen this series only if the additional notes issued will be fungible with the Notes and the Outstanding Notes for United States federal income tax purposes. Any such additional notes, together with the Notes and the Outstanding Notes, will be consolidated with and constitute a single series of Securities under the Indenture.

     Section 3. Certain Provisions Applicable to the Notes.

     (a) Except as otherwise set forth herein and in the Notes, the terms of the Notes shall be as set forth in the Indenture, including those made part of the Indenture by reference to the Trust Indenture Act of 1939. Holders are referred to the Indenture and the Trust Indenture Act of 1939 for a statement of such terms.

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     (b) The Notes shall include all of the terms in the form of the Notes attached hereto as Exhibit A.

     (c) The provisions of Section 10.5 of the Indenture entitled “Mandatory and Optional Sinking Funds” shall not be applicable to the Notes.

     Section 4. Securities Depository Provisions. The Notes shall be issued initially as Book-Entry Notes. All Book-Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the Notes.

     The book-entry registration system for all of the Book-Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry Notes, under either of the following circumstances:

(a)	DTC notifies the Issuer and the Trustee that it is no longer willing or able to act as Securities Depository for the Book-Entry Notes and a successor Securities Depository for the Book-Entry Notes is not appointed by the Issuer within 90 days; or
(b)	The Issuer determines that the Book-Entry Notes are exchangeable.

     If a successor Securities Depository is appointed by the Issuer, the Book-Entry Notes will be registered in the name of such successor Securities Depository or its nominee. If certificates are required to be issued to beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Entry Notes held by such beneficial owners.

     The beneficial owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenture. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes.

     The Issuer and the Trustee will recognize the Securities Depository or its nominee as the holder of the Book-Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners as if such votes were made by holders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Depository or otherwise pursuant to the

3

rules of the Securities Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the Notes.

     With respect to a Book-Entry Note, the Issuer and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the Indenture, and neither the Issuer nor the Trustee shall have any responsibility or obligation to any beneficial owner of such Note. Without limiting the immediately preceding sentence, neither the Issuer nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Depository or any other Person with respect to any ownership interest in Book-Entry Notes, (b) the delivery to any Person, other than a holder of the Notes, of any notice with respect to Book-Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the Notes, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Entry Notes.

     Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

     Section 5. Effect of Supplemental Indenture. The provisions of this Supplemental Indenture are intended to supplement those of the Indenture as in effect immediately prior to the execution and delivery hereof. The Indenture shall remain in full force and effect except to the extent that the provisions of the Indenture are expressly modified by the terms of this Supplemental Indenture.

     Section 6. Governing Law. This Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

     Section 7. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein shall be taken as statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes other than with respect to the Trustee’s authentication and execution. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof.

     Section 8. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 that is required under such Act to be a part of and govern this Supplemental Indenture, the latter provisions shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act of 1939

4

that may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case may be.

     Section 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; and all such counterparts shall together constitute but one and the same instrument.

[The remainder of this page is left blank intentionally.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

GOODRICH CORPORATION
By:
	Houghton Lewis
	Vice President and Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:
	Name:	Sean Julien
	Title:	Assistant Treasurer

6

Exhibit A

GLOBAL GOODRICH NOTE

REGISTERED
No.	Principal Amount: $
	CUSIP: 382388 AS 5

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

GOODRICH CORPORATION
6.29% NOTES DUE 2016

     GOODRICH CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $     , on July 1, 2016, and to pay interest thereon semi-annually on January 1 and July 1 (the “Interest Payment Dates”) in each year, commencing January 1, 2007, at the rate of 6.29 percent per annum until the principal hereof is paid or made available for payment. Notwithstanding the foregoing, this note (this “Security”) shall bear interest from the most recent Interest Payment Date to which interest in respect hereof has been paid or duly provided for, unless (i) the date hereof is such an Interest Payment Date, in which case from the date hereof, or (ii) no interest has been paid on this Security, in which case from June 22, 2006; provided, however, that if the Company shall default in the payment of interest due on the date hereof, then this Security shall bear interest from the next preceding Interest Payment Date to which Interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. Notwithstanding the foregoing, if the date hereof is after the December 15 or June 15 (whether or not a Business Day) (the “Record Date”), as the case may be, next preceding an Interest Payment Date and before such Interest Payment Date, this Security shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at the close of business on the Record Date next preceding such Interest Payment Date.

     Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York City in such coin or

A-1

currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[The remainder of this page is left blank intentionally.]

A-2

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

DATED:          , 2006	GOODRICH CORPORATION
	By:
		Houghton Lewis
		Vice President and Treasurer

Attest:
By:
	Sally L. Geib
	Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

By:
	Authorized Officer

A-3

REVERSE OF SECURITY

GOODRICH CORPORATION
6.29% NOTES DUE 2016

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May 1, 1991, between the Company and The Bank of New York Trust Company, N.A., as successor trustee (herein called the “Trustee”) and the Fifth Supplemental Indenture dated as of     , 2006 between the Company and the Trustee (collectively, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series designated on the face hereof limited initially to $290,753,000 in aggregate principal amount. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided in the Indenture. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any).

     Any payment required to be made with respect to this Security on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no interest shall accrue for the period from and after such date to the date of payment.

     This Security is redeemable, in whole or in part, at any time from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of the Security and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of any payment of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities of the series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

     “Comparable Treasury Price” means, with respect to any redemption date for the Securities of this series, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer

A-4

Quotations, or (ii) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Deal Quotations.

     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Deutsche Bank Securities Inc., Calyon Securities (USA) Inc., Harris Nesbitt Corp. and Wachovia Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)) and the respective successors of each of the foregoing; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Goodrich will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by Goodrich.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

     “Treasury Rate” means, with respect to any redemption date for the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof having the same interest rate and maturity as this Security will be issued in the name of the holder hereof upon the cancellation hereof.

     Except as set forth above, the Securities of this series will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, then the Trustee or the holders of not less than 25% in aggregate principal amount (calculated as provided in the Indenture) of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities at the time Outstanding of all series to be affected (all such series voting as a single class). The Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities of each series at the time Outstanding, on behalf of the holders of all Securities of such series, to waive certain past defaults or Events of Default under the Indenture and the consequences of any such defaults or

A-5

Events of Default. Any such consent or waiver by the holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, place, and rate, if any, and in the coin or currency, herein prescribed.

     The Securities of this series are being issued by means of a book-entry system with no physical distribution of note certificates to be made except as provided in the Indenture. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Security is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate and maturity and bearing interest from the same date as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate and maturity and bearing interest from the same date as such Securities, as requested by the holder surrendering the same.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing thereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All payments made to or upon the order of such registered holder, shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for monies payable on this Security.

     No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplement thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present, or

A-6

future, of the Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

     All terms used in this Security and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

     This Security shall be governed by and construed in accordance with the laws of the State of New York.

A-7

     FOR VALUE RECEIVED,                                                                  the undersigned hereby sells, assigns and transfers unto

[PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER OF ASSIGNEE]

!

!

!

[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints                                            attorney to transfer the within Security on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

NOTICE:
	The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever.

A-8

EX-4.5

FORM OF
SIXTH SUPPLEMENTAL INDENTURE

     THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of           , 2006 (this “Supplemental Indenture”), is between Goodrich Corporation, a New York corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the “Trustee”).

WITNESSETH

     WHEREAS, pursuant to the Indenture, dated as of May 1, 1991, between the Issuer and the Trustee, as successor trustee (the “Indenture”), the Issuer may from time to time issue and sell debt securities in one or more series;

     WHEREAS, pursuant to the Fourth Supplemental Indenture, dated as of June 22, 2006 1991, between the Issuer and the Trustee, as successor trustee the Issuer created and authorized the series of 6.80% Notes due 2036 limited initially to $254,589,000 in aggregate principal amount (the “Outstanding Notes”), and to provide the terms and conditions upon which the Outstanding Notes are to be executed, registered, authenticated, issued and delivered,

     WHEREAS, the Issuer desires to re-open the series of Outstanding Notes and authorize additional notes (the “Notes”), to be of the same series as the Outstanding Notes and fungible with the Outstanding Notes for United States federal income tax purposes, to be issued in exchange for a like principal amount of the Outstanding Notes such that the aggregate outstanding principal amount of the notes of such series continue to be limited initially to $254,589,000, and to provide the terms and conditions upon which the Notes are to be executed, registered, authenticated, issued and delivered,

     WHEREAS, pursuant to the Indenture the Issuer has duly authorized the execution and delivery of this Supplemental Indenture;

     WHEREAS, the Notes are being issued under the Indenture, as supplemented by this Supplemental Indenture, and are subject to the terms contained therein and herein;

     WHEREAS, the Notes are to be substantially in the form attached hereto as Exhibit A;

     WHEREAS, the Issuer and the Trustee may enter into this Supplemental Indenture without the consent of the holders of the Securities Outstanding (as that term is defined in the Indenture) as of the date hereof pursuant to Sections 7.1(f) and 7.1(g) of the Indenture;

     WHEREAS, all acts and things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by or on behalf of the Trustee as provided in this Supplemental Indenture, the valid, binding and legal obligations of the Issuer, and to make this Supplemental Indenture a legal, binding and enforceable agreement, have been done and performed;

     NOW, THEREFORE, in order to declare the terms and conditions upon which the Notes are executed, registered, authenticated, issued and delivered, and in consideration of the foregoing premises and the purchase of such Notes by the holders thereof, the Issuer and the Trustee mutually covenant and agree, for the equal and proportionate benefit of the holders from time to time of the Notes, as follows:

     Section 1. Definitions. Terms used in this Supplemental Indenture and not defined herein shall have the respective meanings given such terms in the Indenture. As used in this Supplemental Indenture, unless a different meaning clearly appears from the context, the following terms shall have the meanings indicated below:

     “Book-Entry Notes” means those Notes for which a Securities Depository or its nominee is the holder.

     “Letter of Representations” means (i) the Blanket Letter of Representations dated December 6, 2002, executed by the Issuer and delivered to the Securities Depository and any amendments thereto, (ii) any successor blanket agreements between the Issuer and any successor Securities Depository, relating to a book-entry system to be maintained by the Securities Depository with respect to any bonds, notes or other obligations issued by the Issuer, including the Book-Entry Notes, or (iii) any successor agreements between the Issuer and the Trustee and any successor Securities Depository, relating to a book-entry system to be maintained by the Securities Depository with respect to the Notes.

     “Securities Depository” means a Person that is registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934 or whose business is confined to the performance of the functions of a clearing agency with respect to exempted securities, as defined in Section 3(a)(12) of such Act for the purposes of Section 17A thereof.

     Section 2. Re-open Series; Authorization of Notes. The series of Outstanding Notes is hereby re-opened and there is hereby authorized the Notes, which shall be of the same series as the Outstanding Notes entitled the “6.80% Notes Due 2036” and shall be issued in exchange for a like principal amount of Outstanding Notes, which series is limited initially to $254,589,000 in aggregate outstanding principal amount. Notwithstanding the foregoing initial aggregate outstanding principal amount, the Issuer may, without the consent of the holders of the Notes, further reopen this series and issue an unlimited amount of additional notes having the same ranking, interest rate, maturity and other terms as the Notes and Outstanding Notes; provided, that, the Issuer may reopen this series only if the additional notes issued will be fungible with the Notes and the Outstanding Notes for United States federal income tax purposes. Any such additional notes, together with the Notes and the Outstanding Notes, will be consolidated with and constitute a single series of Securities under the Indenture.

     Section 3. Certain Provisions Applicable to the Notes.

     (a) Except as otherwise set forth herein and in the Notes, the terms of the Notes shall be as set forth in the Indenture, including those made part of the Indenture by reference to the Trust Indenture Act of 1939. Holders are referred to the Indenture and the Trust Indenture Act of 1939 for a statement of such terms.

2

     (b) The Notes shall include all of the terms in the form of the Notes attached hereto as Exhibit A.

     (c) The provisions of Section 10.5 of the Indenture entitled “Mandatory and Optional Sinking Funds” shall not be applicable to the Notes.

     Section 4. Securities Depository Provisions. The Notes shall be issued initially as Book-Entry Notes. All Book-Entry Notes shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The Issuer has executed and delivered a Letter of Representations to DTC. All payments of principal of, redemption premium, if any, and interest on the Book-Entry Notes and all notices with respect thereto, including notices of full or partial redemption, shall be made and given at the times and in the manner set out in the Letter of Representations. The terms and provisions of the Letter of Representations shall govern in the event of any inconsistency between the provisions of the Indenture and the Letter of Representations. The Letter of Representations may be amended without consent of the holders of the Notes.

     The book-entry registration system for all of the Book-Entry Notes may be terminated and certificates delivered to and registered in the name of the beneficial owners of the Book-Entry Notes, under either of the following circumstances:

(a)	DTC notifies the Issuer and the Trustee that it is no longer willing or able to act as Securities Depository for the Book-Entry Notes and a successor Securities Depository for the Book-Entry Notes is not appointed by the Issuer within 90 days; or
(b)	The Issuer determines that the Book-Entry Notes are exchangeable.

     If a successor Securities Depository is appointed by the Issuer, the Book-Entry Notes will be registered in the name of such successor Securities Depository or its nominee. If certificates are required to be issued to beneficial owners of the Book-Entry Notes, the Trustee and the Issuer shall be fully protected in relying upon a certificate of DTC or any DTC participant as to the identity of and the principal amount of Book-Entry Notes held by such beneficial owners.

     The beneficial owners of the Book-Entry Notes will not receive physical delivery of certificates except as provided in this Supplemental Indenture. For so long as there is a Securities Depository for the Notes, all of such Notes shall be registered in the name of the nominee of the Securities Depository, all transfers of beneficial ownership interests in such Notes will be made in accordance with the rules of the Securities Depository, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of such Notes is to receive, hold or deliver any certificate. The Issuer and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in such Notes.

     The Issuer and the Trustee will recognize the Securities Depository or its nominee as the holder of the Book-Entry Notes for all purposes, including receipt of payments, notices and voting; provided the Trustee may recognize votes by or on behalf of beneficial owners as if such votes were made by holders of a related portion of the Notes when such votes are received in compliance with an omnibus proxy of the Securities Depository or otherwise pursuant to the

3

rules of the Securities Depository or the provisions of the Letter of Representations or other comparable evidence delivered to the Trustee by the holders of the Notes.

     With respect to a Book-Entry Note, the Issuer and the Trustee shall be entitled to treat the Person in whose name such Note is registered as the absolute owner of such Note for all purposes of the Indenture, and neither the Issuer nor the Trustee shall have any responsibility or obligation to any beneficial owner of such Note. Without limiting the immediately preceding sentence, neither the Issuer nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of any Securities Depository or any other Person with respect to any ownership interest in Book-Entry Notes, (b) the delivery to any Person, other than a holder of the Notes, of any notice with respect to Book-Entry Notes, including any notice of redemption or refunding, (c) the selection of the particular Notes or portions thereof to be redeemed or refunded in the event of a partial redemption or refunding of part of the Notes Outstanding or (d) the payment to any Person, other than a holder of the Notes, of any amount with respect to the principal of, redemption premium, if any, or interest on the Book-Entry Notes.

     Notwithstanding the provisions of Section 10.2 of the Indenture, in the event of a partial redemption of the Notes in accordance with the Indenture and this Supplemental Indenture, the Securities Depository for Book-Entry Notes shall select Notes for redemption according to its stated procedures. In selecting Book-Entry Notes for redemption, each Note shall be considered as representing that number of Notes which is obtained by dividing the principal amount of such Note by the minimum authorized denomination.

     Section 5. Effect of Supplemental Indenture. The provisions of this Supplemental Indenture are intended to supplement those of the Indenture as in effect immediately prior to the execution and delivery hereof. The Indenture shall remain in full force and effect except to the extent that the provisions of the Indenture are expressly modified by the terms of this Supplemental Indenture.

     Section 6. Governing Law. This Supplemental Indenture shall be deemed to be a contract under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of such State, except as may otherwise be required by mandatory provisions of law.

     Section 7. Trustee Not Responsible for Recitals or Issuance of Notes. The recitals contained herein shall be taken as statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or of the Notes other than with respect to the Trustee’s authentication and execution. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof.

     Section 8. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act of 1939 that is required under such Act to be a part of and govern this Supplemental Indenture, the latter provisions shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act of 1939

4

that may be so modified or excluded, the latter provision shall be deemed to apply to this Supplemental Indenture as so modified or to be excluded, as the case may be.

     Section 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; and all such counterparts shall together constitute but one and the same instrument.

[The remainder of this page is left blank intentionally.]

5

     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

GOODRICH CORPORATION
By:
	Houghton Lewis
	Vice President and Treasurer
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:
	Name:	Sean Julien
	Title:	Assistant Treasurer

6

Exhibit A

GLOBAL GOODRICH NOTE

REGISTERED
No. Principal Amount: $          

CUSIP: 382388 AU 0

     Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

GOODRICH CORPORATION
6.80% NOTES DUE 2036

     GOODRICH CORPORATION, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $           , on July 1, 2036, and to pay interest thereon semi-annually on January 1 and July 1 (the “Interest Payment Dates”) in each year, commencing January 1, 2007, at the rate of 6.80 percent per annum until the principal hereof is paid or made available for payment. Notwithstanding the foregoing, this note (this “Security”) shall bear interest from the most recent Interest Payment Date to which interest in respect hereof has been paid or duly provided for, unless (i) the date hereof is such an Interest Payment Date, in which case from the date hereof, or (ii) no interest has been paid on this Security, in which case from June 22, 2006; provided, however, that if the Company shall default in the payment of interest due on the date hereof, then this Security shall bear interest from the next preceding Interest Payment Date to which Interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. Notwithstanding the foregoing, if the date hereof is after the December 15 or June 15 (whether or not a Business Day) (the “Record Date”), as the case may be, next preceding an Interest Payment Date and before such Interest Payment Date, this Security shall bear interest from such Interest Payment Date; provided, however, that if the Company shall default in the payment of interest due on such Interest Payment Date, then this Security shall bear interest from the next preceding Interest Payment Date to which interest has been paid or, if no interest has been paid on this Security, from June 22, 2006. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Security is registered at the close of business on the Record Date next preceding such Interest Payment Date.

     Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York City in such coin or

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currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security register.

     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[The remainder of this page is left blank intentionally.]

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

DATED:           , 2006	GOODRICH CORPORATION
	By:
		Houghton Lewis
		Vice President and Treasurer

Attest:
By:
	Sally L. Geib
	Secretary

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee

By:
	Authorized Officer

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REVERSE OF SECURITY

GOODRICH CORPORATION
6.80% NOTES DUE 2036

     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of May 1, 1991, between the Company and The Bank of New York Trust Company, N.A., as successor trustee (herein called the “Trustee”) and the Sixth Supplemental Indenture, dated as of           , 2006, between the Company and the Trustee (collectively, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series designated on the face hereof limited initially to $254,589,000 in aggregate principal amount. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as provided in the Indenture. The Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any).

     Any payment required to be made with respect to this Security on a day that is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such day, and no interest shall accrue for the period from and after such date to the date of payment.

     This Security is redeemable, in whole or in part, at any time from time to time, at the option of the Company, at a redemption price equal to the greater of (1) 100% of the principal amount of the Security and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of any payment of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest thereon to the redemption date.

     “Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Securities of the series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

     “Comparable Treasury Price” means, with respect to any redemption date for the Securities of this series, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer

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Quotations, or (ii) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Deal Quotations.

     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Deutsche Bank Securities Inc., Calyon Securities (USA) Inc., Harris Nesbitt Corp. and Wachovia Capital Markets, LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)) and the respective successors of each of the foregoing; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Goodrich will substitute another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by Goodrich.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

     “Treasury Rate” means, with respect to any redemption date for the Securities of this series, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

     In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof having the same interest rate and maturity as this Security will be issued in the name of the holder hereof upon the cancellation hereof.

     Except as set forth above, the Securities of this series will not be redeemable by the Company prior to maturity and will not be entitled to the benefit of any sinking fund.

     If an Event of Default with respect to Securities of this series shall occur and be continuing, then the Trustee or the holders of not less than 25% in aggregate principal amount (calculated as provided in the Indenture) of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the manner and with the effect provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the Company and the rights of the holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities at the time Outstanding of all series to be affected (all such series voting as a single class). The Indenture also contains provisions permitting the holders of not less than a majority in aggregate principal amount (calculated as provided in the Indenture) of the Securities of each series at the time Outstanding, on behalf of the holders of all Securities of such series, to waive certain past defaults or Events of Default under the Indenture and the consequences of any such defaults or

A-5

Events of Default. Any such consent or waiver by the holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest, if any, on this Security at the times, place, and rate, if any, and in the coin or currency, herein prescribed.

     The Securities of this series are being issued by means of a book-entry system with no physical distribution of note certificates to be made except as provided in the Indenture. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Security is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate and maturity and bearing interest from the same date as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations set forth therein, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate and maturity and bearing interest from the same date as such Securities, as requested by the holder surrendering the same.

     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing thereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All payments made to or upon the order of such registered holder, shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for monies payable on this Security.

     No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplement thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present, or

A-6

future, of the Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

     All terms used in this Security and not otherwise defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

     This Security shall be governed by and construed in accordance with the laws of the State of New York.

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     FOR VALUE RECEIVED,                                                                the undersigned hereby sells, assigns and transfers unto

[PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER OF ASSIGNEE]

!
!
!

[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OR ASSIGNEE]

the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints                                          attorney to transfer the within Security on the books kept for registration thereof, with full power of substitution in the premises.

Dated:                     

NOTICE:
	The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever.

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EX-5

Robinson, Bradshaw & Hinson, P.A.

101 North Tryon Street, Suite 1900
Charlotte, North Carolina 28246

August 7, 2006

Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217-4578

Re: Registration Statement on Form S-4 of Goodrich Corporation

Ladies and Gentlemen:

     We have served as counsel to Goodrich Corporation, a New York corporation (the “Corporation”), in connection with the preparation by the Corporation of a registration statement on Form S-4 (the “Registration Statement”) for filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of $290,753,000 aggregate principal amount of the Corporation’s 6.29% Notes due 2016 (the “New 10-Year Notes”) and $254,589,000 aggregate principal amount of the Corporation’s 6.80% Notes due 2036 (together with the New 10-Year Notes, the “New Notes”) as described in the Registration Statement.

     We have examined the Restated Certificate of Incorporation of the Corporation, the Bylaws of the Corporation, the form of the New Notes, and the Indenture (the “Indenture”) dated as of May 1, 1991 between the Corporation and The Bank of New York, as successor to Harris Trust and Savings Bank, as Trustee (the “Trustee”), the form of the Fifth Supplemental Indenture between the Corporation and the Trustee (the “Fifth Supplemental Indenture”), and the form of the Sixth Supplemental Indenture between the Corporation and the Trustee (together with the Fifth Supplemental Indenture, the “Supplemental Indentures”), each of which as filed as an exhibit to the Registration Statement, and such other corporate and other documents and records and certificates of public officials as we have deemed necessary or appropriate for the purposes of this opinion.

     We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. In our examination of executed documents, we have assumed that the parties thereto, other than the Corporation, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery of such documents by the parties to such documents, other than the Corporation, and the validity and binding effect thereof with respect to such parties.

     Based upon the foregoing, and having regard for such legal considerations as we deem relevant, it is our opinion that, following execution and delivery by the Corporation and the Trustee of the Supplemental Indentures, the New Notes, when executed by the Corporation, authenticated by the Trustee and delivered in exchange for the Corporation’s outstanding 6.29% Notes due 2016 and 6.80% Notes due

Goodrich Corporation
August 7, 2006
Page 2

     2036 on the terms described in the prospectus which is included in the Registration Statement, will constitute the valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms and entitled to the benefits provided by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

     We express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York with respect to instruments and agreements specifically governed by the laws of such jurisdiction, the corporation laws of the State of New York and the federal laws of the United States of America. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is given as of the date hereof, and we assumed no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur, which could affect the opinions contained herein.

     This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus that is included in the Registration Statement.

Very truly yours,

ROBINSON, BRADSHAW & HINSON, P.A.

/s/ Robinson, Bradshaw & Hinson, P.A.

EX-12

Exhibit 12

GOODRICH CORPORATION
COMPUTATION OF EARNINGS TO FIXED CHARGES
(In millions, except for ratios)

											SIX MONTHS
	YEAR ENDED DECEMBER 31,										ENDED JUNE 30,
	2001		2002		2003		2004		2005		2005		2006
COMPUTATION OF EARNINGS:
Income from continuing operations before income taxes, trust preferred distributions and cumulative effect of change in accounting method	$	273.4	$	266.1	$	68.8	$	196.7	$	363.1	$	176.8	$	218.0
Add (Deduct):
Fixed charges to add back		122.4		119.8		169.5		155.4		140.0		74.3		70.3
Minority interest and undistributed (earnings)/ losses from equity investments		3.1		7.4		5.2		9.1		11.5		6.7		7.4
Amortization of interest previously capitalized		0.2		0.5		0.6		0.3		0.5		0.1		0.2
EARNINGS	$	399.1	$	393.8	$	244.1	$	361.5	$	515.1	$	257.9	$	295.9
COMPUTATION OF FIXED CHARGES:
Interest expense, net of capitalized interest	$	107.8	$	106.2	$	155.5	$	143.2	$	130.9	$	66.9	$	63.3
Distrib. on trust preferred securities		10.5		10.5		7.9		0		0		0		0
Portion of rent expense representing interest		14.6		13.6		14.0		12.2		9.1		7.4		7.0
Capitalized interest		1.4		0.4		0.1		0.5		1.4		0.3		2.0
FIXED CHARGES	$	134.3	$	130.7	$	177.5	$	155.9	$	141.4	$	74.6	$	72.3
RATIO OF EARNINGS TO FIXED CHARGES		3.0		3.0		1.4		2.3		3.6		3.5		4.1

EX-15

Exhibit 15

Letter Re: Unaudited Interim Financial Information

To the Shareholders and Board of Directors of Goodrich Corporation

We are aware of the incorporation by reference in the Registration Statement on Form S-4 and related Prospectus of our reports dated May 1, 2006 and August 2, 2006 relating to the unaudited condensed consolidated financial statements of Goodrich Corporation that are included in its Forms 10-Q for the quarters ended March 31, 2006 and June 30, 2006.

/s/ Ernst & Young LLP  

Charlotte, North Carolina

August 9, 2006

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-4 and related Prospectus of Goodrich Corporation with respect to the offers to exchange any and all of Goodrich Corporation’s outstanding 6.29% Notes due 2016 and 6.80% Notes due 2036 for a like principal amount of the same series of notes of Goodrich Corporation which have been registered under the Securities Act of 1933, as amended, and to the incorporation by reference therein of our reports dated February 20, 2006, with respect to the consolidated financial statements of Goodrich Corporation, management’s assessment of the effectiveness of internal controls over financial reporting of Goodrich Corporation, and the effectiveness of internal control over financial reporting of Goodrich Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2005.

/s/ Ernst & Young LLP  

Charlotte, North Carolina

August 9, 2006

EX-24

Exhibit 24

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terrence G. Linnert, Scott E. Kuechle, Scott A. Cottrill and Sally L. Geib, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, in his or her name and on his or her behalf, to do any and all acts and things and to execute any and all instruments which they may deem necessary or advisable to enable Goodrich Corporation (the “Company”) to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Act of an aggregate principal amount of $290,753,000 of the Company’s 6.29% Notes due 2016 and an aggregate principal amount of $254,589,000 of the Company’s 6.80% Notes due 2036, including power and authority to sign his or her name in any and all capacities (including his or her capacity as a Director and/or Officer of the Company) to Registration Statements on Form S-4 and on Form S-3 or such other available form as may be approved by officers of the Company, and to any and all amendments, including post-effective amendments, to such Registration Statements, and to any and all instruments or documents filed as part of or in connection with such Registration Statements or any amendments thereto; and the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, shall lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents this 25th day of July, 2006.

/s/ Marshall O. Larsen	/s/ Scott E. Kuechle
Marshall O. Larsen	Scott E. Kuechle
Chairman, President and Chief Executive	Senior Vice President and
Officer and Director	Chief Financial Officer
(Principal Executive Officer)	(Principal Financial Officer)
/s/ Scott A. Cottrill	/s/ Diane C. Creel
Scott A. Cottrill	Diane C. Creel
Vice President and Controller	Director
(Principal Accounting Officer)
/s/ George A. Davidson, Jr.	/s/ Harris E. DeLoach, Jr.*
George A. Davidson, Jr.	Harris E. DeLoach, Jr.
Director	Director
/s/ James W. Griffith	/s/ William R. Holland
James W. Griffith	William R. Holland
Director	Director
/s/ John P. Jumper	/s/ Douglas E. Olesen
John P. Jumper	Douglas E. Olesen
Director	Director
/s/ Alfred M. Rankin	/s/ James R. Wilson
Alfred M. Rankin, Jr.	James R. Wilson
Director	Director
/s/ A. Thomas Young*
A. Thomas Young
Director

EX-99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional adviser.

LETTER OF TRANSMITTAL
Relating to

Goodrich Corporation

Offers to Exchange

All Outstanding 6.29% Notes Due 2016	All Outstanding 6.80% Notes Due 2036
(CUSIP No. 382388 AR 7)	(CUSIP No. 382388 AT 3)
For	For
6.29% Notes Due 2016	6.80% Notes Due 2036
(CUSIP No. 382388 AS 5)	(CUSIP No. 382388 AU 0)
Registered Under the Securities Act of 1933	Registered Under the Securities Act of 1933
Pursuant to the Prospectus dated                               , 2006

     This document relates to Goodrich Corporation’s offers to exchange (the “exchange offers”) (i) all outstanding 6.29% Notes due 2016 (the “outstanding 10-year notes”) for a like principal amount of 6.29% Notes due 2016 that have been registered under the Securities Act of 1933 (the “new 10-year notes”), and (ii) all outstanding 6.80% Notes due 2036 (the “outstanding 30-year notes” and, together with the outstanding 10-year notes, the “outstanding notes”) for a like principal amount of 6.80% Notes due 2036 that have been registered under the Securities Act of 1933 (the “new 30-year notes” and, together with the new 10-year notes, the “new notes”). The exchange offers are described in Goodrich’s Prospectus dated                      , 2006 (the “Prospectus”) and in this letter of transmittal (this “Letter of Transmittal”). All terms and conditions contained in, or otherwise referred to in, the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore, you are urged to read carefully the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the “terms and conditions.”

     The exchange offers will each expire at 5:00 p.m., New York City time, on                      , 2006, unless extended by Goodrich (such date and time, as they may be extended, the “Expiration Date”). Goodrich may extend one exchange offer and not the other. Outstanding notes tendered in an exchange offer may be withdrawn at any time before the expiration date of that exchange offer.

     Holders of outstanding notes wishing to participate in the exchange offers should complete, sign and submit this Letter of Transmittal to the exchange agent, Global Bondholder Services Corporation (the “Exchange Agent”), on or prior to the Expiration Date.

By Mail:	By Hand and Overnight Courier:
Global Bondholder Services Corporation	Global Bondholder Services Corporation
65 Broadway – Suite 723	65 Broadway – Suite 723
New York, NY 10006	New York, NY 10006
By Facsimile (for eligible institutions only):	Confirm by Telephone:
(212) 430-3775	(212) 430-3774

     Delivery of this Letter of Transmittal to an address, or transmission of instructions via a facsimile number, other than as set forth above or in accordance with the instructions herein, will not constitute valid delivery. You should read the instructions accompanying this Letter of Transmittal carefully before completing this Letter of Transmittal. Questions regarding the exchange offers or completion of this Letter of Transmittal may be directed to the Exchange Agent at the following telephone numbers: (866) 937-2200 (toll free)/(212) 430-3774 (banks and brokers).

                              , 2006

     The undersigned acknowledges that he or she has received and reviewed the Prospectus and this Letter of Transmittal. On June 22, 2006, Goodrich Corporation, a New York corporation (“Goodrich” or the “Company”) consummated its offer to exchange any or all of its then outstanding 7¹/2% notes due April 15, 2008, 6.45% notes due April 15, 2008, and 6.60% notes due May 15, 2009 for the outstanding 10-year notes. In addition, on June 22, 2006, the Company consummated its offer to exchange any or all of its then outstanding 7.625% Notes due December 15, 2012 for the outstanding 30-year notes. These exchange offers are referred to as the previous exchange offers. In connection with the previous exchange offers, the Company entered into a registration rights agreement dated June 22, 2006 (the “Registration Rights Agreement”) with the joint-lead dealer managers of the previous exchange offers.

     This Letter of Transmittal is to be completed by a holder of outstanding notes either if certificates for such outstanding notes are to be forwarded herewith or if a tender is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in “The Exchange Offers—Procedures for Tendering Outstanding Notes” and “—Book-Entry Transfers” sections of the Prospectus and an Agent’s Message is not delivered, or if guaranteed delivery procedures are being used. Outstanding notes may be withdrawn at any time prior to the expiration date. See the section of the Prospectus entitled “The Exchange Offers—Terms of the Exchange Offer, Period for Tendering Outstanding Notes,” "—Procedures for Tendering Outstanding Notes” and “—Withdrawal Rights” for a more complete description of the tender and withdrawal provisions. Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter of Transmittal. See Instruction 1. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

     If a holder of outstanding notes desires to tender outstanding notes and such outstanding notes are not immediately available or time will not permit all documents required by the exchange offer to reach the Exchange Agent (or such holder is unable to complete the procedure for book-entry transfer on a timely basis) prior to 5:00 p.m., New York City time, on the applicable Expiration Date, a tender may be effected in accordance with the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offers—Guaranteed Delivery Procedures.”

     The exchange offers are scheduled to expire at 5:00 p.m., New York City time, on                      , 2006. The exchange offers may be amended, extended or terminated as provided in the Prospectus. During any extension of the expiration date of an exchange offer, all outstanding notes previously tendered in that exchange offer will remain subject to that exchange offer and may be accepted for exchange by the Company.

     The method of delivery of outstanding notes, Letters of Transmittal and all other required documents are at the election and risk of the holders. If such delivery is by mail, the Company recommends that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No Letters of Transmittal or outstanding notes should be sent to the Company.

     Neither the exchange offer for the outstanding 10-year notes nor the exchange offer for the outstanding 30-year notes is conditioned upon the consummation of the other. Each exchange offer may be amended, extended or terminated individually.

2

TENDER OF OUTSTANDING NOTES

     To effect a valid tender of outstanding notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the table below entitled “Description of Outstanding Notes Tendered” and sign this Letter of Transmittal where indicated. Failure to provide the information necessary to effect delivery of new notes will render such holder’s tender defective, and Goodrich will have the right, which it may waive, to reject such tender without notice.

DESCRIPTION OF OUTSTANDING NOTES TENDERED (see Instruction 2)
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
	1	2
	Names(s) and Address(es) of	Aggregate	3
Outstanding Notes	Certificate Holder(s)	Principal Amount of	Principal Amount
Being Tendered	(Please fill in Certificate Number(s)*)	Outstanding Notes*	Tendered
6.29% Notes due 2016 (CUSIP: 382388 AR 7)
6.80% Notes due 2036 (CUSIP: 382388 AT 3)

*	Need not be completed if outstanding notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the outstanding notes represented by the outstanding notes indicated in column 2. See Instruction 2. Outstanding notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Date of Execution of Notice of Guaranteed Delivery

Name of Eligible Institution that Guaranteed Delivery

o CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

By crediting the outstanding notes to the Exchange Agent’s account at DTC using the Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the exchange offer, including, if applicable, transmitting to the Exchange Agent an Agent’s Message in which the holder of the outstanding notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the participant in DTC confirms on behalf of itself and the beneficial owners of such outstanding notes all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

3

Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company the aggregate principal amount of outstanding notes indicated above. Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such outstanding notes as are being tendered hereby and hereby irrevocably appoints the Exchange Agent as its attorney and agent. The undersigned further irrevocably instructs the Exchange Agent as its attorney and agent to complete, execute and deliver all or any forms of transfer and other documents and to do all other acts and things as may be in the opinion of that attorney or agent necessary or expedient for the purpose of, or in connection with, the exchange offer.

     The undersigned acknowledges that the Company’s acceptance of outstanding notes validly tendered for exchange pursuant to any one of the procedures described in the section of the Prospectus entitled “The Exchange Offers” and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the exchange offers.

     The undersigned acknowledges that the exchange offers are being made by the Company in reliance on an interpretation by the staff of the Securities and Exchange Commission (the “SEC”) that the new notes issued pursuant to the exchange offers in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than an affiliate of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and (except for broker-dealers that have acquired the outstanding notes as a result of market making or other trading activities) prospectus delivery provisions of the Securities Act of 1933, as amended (the “Securities Act”); provided, that such new notes are acquired in the ordinary course of such holder’s business and such holder has no arrangement with any person to participate in the distribution of such new notes. See “The Exchange Offers—Registration Rights” and “—Resales of New Notes” in the Prospectus.

     The undersigned understands and agrees that the Company reserves the right not to accept tendered outstanding notes from any tendering holder if the Company determines, in its sole and absolute discretion, that such acceptance could result in a violation of applicable securities laws.

     The undersigned represents and warrants to the Company that: (i) neither the holder nor any other person receiving new notes in exchange for outstanding notes tendered hereby is an affiliate of the Company within the meaning of Rule 405 under the Securities Act; (ii) the holder and any other person receiving new notes in exchange for outstanding notes tendered hereby is not a broker-dealer who exchanged old notes acquired directly from the Company for its own account for outstanding notes in the previous exchange offers; (iii) the new notes to be received by the holder or any other person hereby tendering outstanding notes will be acquired in the ordinary course of such holder’s or person’s business; and (iv) neither the holder nor any other person receiving new notes in exchange for outstanding notes tendered hereby has any arrangement or understanding with any person to participate in the distribution, within the meaning of the Securities Act, of the new notes. The representations and warranties of the undersigned will be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date of the exchange offers.

     The undersigned further acknowledges and agrees (i) that any person participating in the exchange offers for the purpose of distributing the new notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the new notes acquired by such person and cannot rely on the position of the staff of the SEC set forth in no-action letters that are discussed in the Prospectus under the caption “The Exchange Offers—Resales of New Notes” and (ii) that a secondary resale transaction described in the preceding clause (i) should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Securities Act.

     In addition, if the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of new notes. If the undersigned is a broker-dealer that will receive new notes for its own account in exchange for outstanding notes, it represents that the outstanding notes to be exchanged for new notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such new notes; however, by so

4

acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

     The undersigned further agrees that acceptance of any and all validly tendered outstanding notes by the Company and the issuance of new notes in exchange therefor shall constitute performance in full by the Company of certain of its obligations under the Registration Rights Agreement.

     The undersigned will, upon request, execute and deliver any additional documents and give any further assurances deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer to the Company of the outstanding notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the section of the Prospectus entitled “The Exchange Offers—Withdrawal Rights.”

     Each holder of outstanding notes that submits this Letter of Transmittal, or agrees to the terms of a Letter of Transmittal pursuant to an Agent’s Message, is deemed to acknowledge, represent, warrant and agree as follows:

(1)	it is the beneficial owner (as defined below) of, or a duly authorized representative of one or more beneficial owners of, the outstanding notes tendered hereby, and it has full power and authority to execute this Letter of Transmittal and to tender, exchange, assign and transfer the outstanding notes tendered hereby;
(2)	when the outstanding notes are accepted for exchange by the Company, the Company will acquire good, indefeasible and unencumbered title thereto, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind;
(3)	if the outstanding notes are assets of (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, (ii) a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) a “governmental plan” as defined in Section 3(32) of ERISA or any other plan that is subject to a law substantially similar to Title I of ERISA or Section 4975 of the Code, or (iv) an entity deemed to hold plan assets of any of the foregoing, the exchange of the outstanding notes and the acquisition, holding and disposition of the new notes will not result in a non-exempt prohibited transaction under ERISA, Section 4975 of the Code or any substantially similar applicable law; and
(4)	by tendering outstanding notes pursuant to one of the procedures described in the Prospectus and the instructions thereto, it will be deemed to have waived the right to receive any payment in respect of interest on the outstanding notes accrued up to the date of issuance of the new notes.

     The acknowledgments, representations, warranties and agreements of a holder tendering outstanding notes will be deemed to be repeated and reconfirmed on and as of the expiration date and the settlement date. For purposes of this Letter of Transmittal, the “beneficial owner” of any outstanding notes means any holder that exercises investment discretion with respect to those outstanding notes.

     Unless otherwise indicated herein in the box entitled “Special Issuance/Payment Instructions” below, please issue the new notes (and, if applicable, substitute certificates representing outstanding notes for any outstanding notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of outstanding notes, credit the account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the new notes (and, if applicable, substitute certificates representing outstanding notes for any outstanding notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Outstanding Notes.”

     THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OUTSTANDING NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN SUCH BOX ABOVE.

5

SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS
(See Instructions 3 and 4)

     To be completed ONLY if certificates for new notes and/or outstanding notes not exchanged are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal, or if outstanding notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above. Complete Substitute Form W-9.

     Issue: New notes and/or outstanding notes to:

Name(s)
	(Please Type or Print)
	(Please Type or Print)
Address
	(Including Zip Code)

     Credit unexchanged outstanding notes delivered by book-entry transfer to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility Account Number, If Applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

     To be completed ONLY if certificates for new notes and/or outstanding notes not exchanged are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal or to such person or persons at an address other than shown in the box entitled “Description of Outstanding Notes” on this Letter of Transmittal above.

     Mail: New notes and/or outstanding notes to:

Name(s)
	(Please Type or Print)
	(Please Type or Print)
Address
	(Including Zip Code)

IMPORTANT: This Letter of Transmittal or a facsimile hereof or an Agent’s Message in lieu thereof (together with the certificates for outstanding notes or a Book-Entry Confirmation and all other required documents) or a notice of guaranteed delivery must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the expiration date.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE INFORMATION ABOVE.

6

IN ORDER TO VALIDLY TENDER OUTSTANDING NOTES FOR EXCHANGE,
HOLDERS OF OUTSTANDING NOTES MUST COMPLETE, EXECUTE
AND DELIVER THIS LETTER OF TRANSMITTAL.

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)

(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to Goodrich the principal amount of the outstanding notes listed in the table on page 5 entitled “Description of Outstanding Notes Tendered.” Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death, incapacity, or dissolution of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Signature of Registered Holder(s) or Authorized Signatory	Date
(see guarantee requirement below)
Signature of Registered Holder(s) or Authorized Signatory	Date
(see guarantee requirement below)

Area Code and Telephone Number:

     This Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the outstanding notes hereby tendered or on a security position listing or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title and submit evidence satisfactory to the Exchange Agent and Goodrich of such person’s authority to so act. See Instruction 3.

Name(s):

(Please Type or Print)

Capacity (full title):

Address:

(Including Zip Code)

SIGNATURE GUARANTEE
(If required—See Instruction 3)

Signature(s) Guaranteed by

an Eligible Guarantor Institution:

(Authorized Signature)

(Title)

(Name of Firm)

(Address)

Dated:                                         , 2006

7

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFERS

1. Delivery of this Letter of Transmittal and Notes.

     This Letter of Transmittal (this “Letter of Transmittal”) is to be completed by holders of outstanding notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the sections of the Prospectus entitled “The Exchange Offers—Procedures for Tendering Outstanding Notes” and "—Book-Entry Transfers” and an Agent’s Message is not delivered, or if guaranteed delivery procedures are being used. Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter of Transmittal. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Exchange Agent and forming a part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, the Letter of Transmittal and that the Company may enforce the Letter of Transmittal against such participant. Certificates for all physically tendered outstanding notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof or Agent’s Message in lieu thereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein prior to the expiration date. Outstanding notes tendered hereby must be in denominations of a principal amount of $1,000 and any integral multiple thereof.

     The method of delivery of this Letter of Transmittal, the outstanding notes and all other required documents is at the election and risk of the tendering holders, but the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If outstanding notes are sent by regular U.S. mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, made sufficiently in advance of the expiration date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the expiration date. See the section of the Prospectus entitled “The Exchange Offers.”

2. Partial Tenders (not applicable to holders who tender by book-entry transfer).

     If less than all of the outstanding notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of outstanding notes to be tendered in the box above entitled “Description of Outstanding Notes—Principal Amount Tendered.” A reissued certificate representing the balance of nontendered outstanding notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the expiration date. ALL OF THE OUTSTANDING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

     If this Letter of Transmittal is signed by the holder of the outstanding notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing as the holder of such outstanding notes without any change whatsoever. If any tendered outstanding notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal. If any tendered outstanding notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

     When this Letter of Transmittal is signed by the registered holder or holders of the outstanding notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the new notes are to be issued, or any untendered outstanding notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by a participant in a securities transfer association recognized signature program.

     If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case

8

signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution.

     If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

     ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FIRM WHICH IS A FINANCIAL INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS AND BROKERAGE HOUSES) (EACH SUCH FIRM AN “ELIGIBLE INSTITUTION”) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM OR THE STOCK EXCHANGES MEDALLION PROGRAM.

     SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OUTSTANDING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN DTC’S SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OUTSTANDING NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED “SPECIAL ISSUANCE INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTIONS” ON THIS LETTER OF TRANSMITTAL, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4. Special Issuance/Payment and Special Delivery Instructions.

     Tendering holders of outstanding notes should indicate in the applicable box the name and address to which new notes issued pursuant to the exchange offer and/or substitute certificates evidencing outstanding notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Note holders tendering outstanding notes by book-entry transfer may request that outstanding notes not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. If no such instructions are given, such outstanding notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

5. Taxpayer Identification Number and Backup Withholding.

     Federal income tax law generally requires that a tendering holder whose outstanding notes are accepted for exchange must provide the Exchange Agent (as payor) with such holder’s correct Taxpayer Identification Number (a “TIN”), which, in the case of a holder who is an individual, is such holder’s Social Security Number. If the Exchange Agent is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding in an amount equal to 28% of the amount of any reportable payments made to such tendering holder. If backup withholding results in an overpayment of taxes, a refund may be obtained upon filing an income tax return.

     To prevent backup withholding, each tendering holder that is a U.S. person (including a resident alien) must, unless an exemption applies, provide such holder’s correct TIN by completing the “Substitute Form W-9” set forth herein, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding.

     If the holder does not have a TIN, such holder should consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for instructions on applying for a TIN, write “Applied For” in the space for the TIN in Part 1 of the Substitute Form W-9 and sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth herein. If the holder

9

does not provide such holder’s TIN to the Exchange Agent within 60 days, backup withholding will begin and continue until such holder furnishes such holder’s TIN to the Exchange Agent. NOTE: WRITING “APPLIED FOR” ON THE FORM MEANS THAT THE HOLDER HAS ALREADY APPLIED FOR A TIN OR THAT SUCH HOLDER INTENDS TO APPLY FOR ONE IN THE NEAR FUTURE.

     If the outstanding notes are held in more than one name or are not in the name of the actual owner, consult the W-9 Guidelines for information on which TIN to report.

     Exempt holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder should write “Exempt” in Part 2 of Substitute Form W-9. See the W-9 Guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit an appropriate Form W-8 signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Exchange Agent.

6. Transfer Taxes.

     The Company will pay all transfer taxes, if any, applicable to the transfer of outstanding notes pursuant to the exchange offer. If, however, new notes and/or substitute outstanding notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the outstanding notes tendered hereby, or if tendered outstanding notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of outstanding notes to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OUTSTANDING NOTES SPECIFIED IN THIS LETTER OF TRANSMITTAL.

7. Waiver of Conditions.

     The Company reserves the right (subject to the limitations described in the Prospectus) to waive satisfaction of any or all conditions of an exchange offer enumerated in the Prospectus prior to the expiration date of that exchange offer.

8. No Conditional Tenders; Defects.

     No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of outstanding notes, by execution of this Letter of Transmittal or an Agent’s Message in lieu thereof, shall waive any right to receive notice of the acceptance of their outstanding notes for exchange.

     Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of outstanding notes nor shall any of them incur any liability for failure to give any such notice.

9. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.

     Any holder whose outstanding notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

10. Withdrawal Rights.

     Tendered outstanding notes may be withdrawn at any time prior to the expiration date. For a withdrawal of tendered outstanding notes to be effective, a written notice of withdrawal must be received by the Exchange Agent at the address set forth above prior to 5:00 p.m., New York City time, on the applicable expiration date.

10

     Any notice of withdrawal must (i) specify the name of the person having tendered the outstanding notes to be withdrawn (the “Depositor”), (ii) identify the outstanding notes to be withdrawn (including certificate number or numbers and the principal amount of such outstanding notes), (iii) contain a statement that such holder is withdrawing such holder’s election to have such outstanding notes exchanged, (iv) be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such outstanding notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer to have the Trustee with respect to the outstanding notes register the transfer of such outstanding notes in the name of the person withdrawing the tender and (v) specify the name in which such outstanding notes are registered, if different from that of the Depositor. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer set forth in the section of the Prospectus entitled “The Exchange Offers—Book-Entry Transfers,” any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company (which power may be delegated to the Exchange Agent), whose determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer, and no new notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly re-tendered. Any outstanding notes that have been tendered for exchange but which are not exchanged in an exchange offer for any reason will be returned to the holder thereof without cost to such holder (or, in the case of outstanding notes tendered by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures set forth in the section of the Prospectus entitled “The Exchange Offers—Book-Entry Transfers,” such outstanding notes will be credited to an account maintained with DTC for the outstanding notes) as soon as practicable after withdrawal, rejection of tender or termination of that exchange offer. Properly withdrawn outstanding notes may be retendered by following the procedures described above at any time prior to 5:00 p.m., New York City time, on the expiration date of that exchange offer.

11. Requests for Assistance or Additional Copies.

     Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery and other related documents may be directed to the Exchange Agent at the address and telephone number indicated below. A holder of outstanding notes may also contact such holder’s broker, dealer, commercial bank, trust company or other nominee, for assistance concerning the exchange offer.

11

PAYER’S NAME: Global Bondholder Services Corporation

SUBSTITUTE	Name (as shown on your income tax return)
Form W-9
	Business Name, if different from above
Department of the Treasury Internal Revenue Service
	Check appropriate box:
Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	o Individual/Sole proprietor Adress			o Corporation	o Partnership		o Other
	City, state, and ZIP code
	Part 1 — Taxpayer Identification Number —
	Please provide your TIN in the box at right and certify by signing and dating below. If awaiting TIN, write “Applied For” in the box at right, certify by signing and dating below, and complete the following “Certificate of Awaiting Taxpayer Identification Number” box.”					Social Security Number OR Employer Identification Number
	PART 2 — For Payees Exempt from Backup Withholding — Check the box if you are NOT subject to backup withholding. o
	PART 3 — Certification — Under penalties of perjury, I certify that:
	(1	)	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me),
	(2	)	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3	)	I am a U.S. person (including a U.S. resident alien).
	Certification Instructions. — You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
SIGNATURE					DATE

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

Signature _______________________________________ Date ____________, 20___ ___

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

     Guidelines For Determining the Proper Identification Number to Give the Payer – Social Security Numbers (“SSNs”) have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification Numbers (“EINs”) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

		Give the NAME and
		SOCIAL SECURITY			Give the NAME and
		NUMBER or EMPLOYER			EMPLOYER
		IDENTIFICATION			IDENTIFICATION
For this type of account:		NUMBER of —	For this type of account:		NUMBER of —
1.	Individual	The individual	6.	A valid trust, estate, or pension trust	Legal entity (4)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)	7.	Corporation or LLC electing corporate status on Form 8832	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)	8.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
4.	a. The usual revocable savings trust (grantor is also trustee)
	b. The so-called trust account that is not a legal or valid trust under State law	The grantor-trustee (1) The actual owner (1)	9.	Partnership or multi-member LLC	The partnership or LLC
5.	Sole proprietorship or single-owner LLC	The owner (3)	10.	A broker or registered nominee	The broker or nominee

(1)	List first and circle the name of the person whose SSN you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “doing business as” name. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the Internal Revenue Service encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the Taxpayer Identification Number of the personal representative or trustee unless the legal entity itself is not designated in the account title).

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Purpose of Form

A person who is required to file an information return with the IRS must get your correct Taxpayer Identification Number (“TIN”) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an individual retirement account. Use Substitute Form W-9 to give your correct TIN to the requester (the person requesting your TIN) and, when applicable, (1) to certify the TIN you are giving is correct (or you are waiting for a number to be issued), (2) to certify you are not subject to backup withholding, or (3) to claim exemption from backup withholding if you are an exempt payee. The TIN provided must match the name given on the Substitute Form W-9.

How to Get a TIN

If you do not have a TIN, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, at the local office of the Social Security Administration or get this form on-line at www.ssa.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Related Topics. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAXFORM (1-800-829-3676) or from the IRS web site at www.irs.gov.

If you do not have a TIN, write “Applied For” in Part 1, sign and date the form, and give it to the payer. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the payer. If the payer does not receive your TIN within 60 days, backup withholding, if applicable, will begin and continue until you furnish your TIN.

Note: Writing “Applied For” on the form means that you have already applied for a TIN OR that you intend to apply for one soon. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and give it to the payer.

CAUTION: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Payees Exempt from Backup Withholding

Individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note: If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. If you are exempt, enter your correct TIN in Part 1, check the “Exempt” box in Part 2, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8, Certificate of Foreign Status.

The following is a list of payees that may be exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (1) through (13) and any person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: (i) medical and health care payments, (ii) attorneys’ fees, and (iii) payments for services paid by a federal executive agency. Only payees described in items (1) through (5) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1)	An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2).
(2)	The United States or any of its agencies or instrumentalities.
(3)	A state, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities.
(4)	A foreign government, a political subdivision of a foreign government, or any of their agencies or instrumentalities.
(5)	An international organization or any of its agencies or instrumentalities.
(6)	A corporation.
(7)	A foreign central bank of issue.

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(8)	A dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States.
(9)	A futures commission merchant registered with the Commodity Futures Trading Commission.
(10)	A real estate investment trust.
(11)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(12)	A common trust fund operated by a bank under section 584(a).
(13)	A financial institution.
(14)	A middleman known in the investment community as a nominee or custodian.
(15)	An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and their regulations.

Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, and the District of Columbia to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal nontax criminal laws and to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. The penalties described below may also apply.

Penalties

Failure to Furnish TIN. If you fail to furnish your correct TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the payer discloses or uses TINs in violation of federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

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     Only manually signed copies of the Letter of Transmittal (or manually signed facsimile copies hereof) will be accepted. The Letter of Transmittal and any other required documents should be sent or delivered by each holder or such holder’s broker, dealer commercial bank or other nominee to the Exchange Agent at one of the addresses set forth below.

The Exchange Agent for the Exchange Offers is:

Global Bondholder Services Corporation

By Mail:	By Hand and Overnight Courier:
65 Broadway — Suite 723	65 Broadway — Suite 723, 7th Floor
New York, NY 10006	New York, NY 10006

By Facsimile (for eligible institutions only):
(212) 624-0294

Confirm by Telephone:
(212) 430-3774

     Any questions or requests for assistance or for additional copies of the Prospectus, this Letter of Transmittal, or related documents may be directed to the Exchange Agent the following telephone numbers: (866) 937-2200 (toll free) / (212) 430-3774 (banks and brokers). A holder of outstanding notes may also contact such holder’s custodian bank, depositary, broker, trust company or other nominee for assistance concerning the exchange offers.

EX-99.2

NOTICE OF GUARANTEED DELIVERY

Goodrich Corporation

Offers to Exchange

All Outstanding 6.29% Notes Due 2016
(CUSIP No. 382388 AR 7)
For
6.29% Notes Due 2016
(CUSIP No. 382388 AS 5)
Registered Under the Securities Act of 1933 All Outstanding 6.80% Notes Due 2036
(CUSIP No. 382388 AT 3)
For
6.80% Notes Due 2036
(CUSIP No. 382388 AU 0)
Registered Under the Securities Act of 1933

Pursuant to the Prospectus dated , 2006

     As set forth in the Prospectus described below, this Notice of Guaranteed Delivery, or one substantially equivalent hereto, must be used to tender for exchange any and all outstanding 6.29% Notes due 2016 and 6.80% Notes due 2036 (the “Outstanding Notes”) of Goodrich Corporation, a New York (the “Company”), pursuant to the offers by the Company to exchange the Outstanding Notes for a like principal amount of the same series of notes of the Company which have been registered under the Securities Act of 1933, as amended (the “Exchange Offers”), if certificates for Outstanding Notes are not immediately available or if such certificates for Outstanding Notes or any other required documents cannot be delivered to the Exchange Agent on or prior to the expiration date (as set forth in the Prospectus), or if the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This instrument may be delivered by hand or transmitted by facsimile transmission or mail to the Exchange Agent.

Delivery to:

Global Bondholder Services Corporation
As Exchange Agent

By Mail:	By Hand and Overnight Courier:
65 Broadway – Suite 723 New York, NY 10006 By Facsimile (for eligible institutions only):	65 Broadway – Suite 723 New York, NY 10006 Confirm by Telephone:
(212) 430-3775	(212) 430-3774

     Delivery of this instrument to an address other than as set forth above or transmissions of instructions via a facsimile number other than as set forth above will not constitute a valid delivery.

     This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal described below is required to be guaranteed by an Eligible Institution under the Instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

     UNLESS EXTENDED, THE EXCHANGE OFFERS, AND RELATED WITHDRAWAL RIGHTS, WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2006.

Ladies and Gentlemen:

     The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the prospectus dated                      , 2006 (the “Prospectus”) and in the related Letter of Transmittal (the “Letter of Transmittal”), receipt of each of which is hereby acknowledged, the principal amount of Outstanding Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offers—Guaranteed Delivery Procedures.”

	Aggregate Principal Amount		Outstanding	(Check box and complete if Outstanding
Outstanding Notes	of Outstanding Notes		Certificate Number(s)	Notes will be tendered by book-entry
Being Tendered	Tendered for Exchange*		(if available)**	transfer)
6.29% Notes due 2016		$		o The Depository Trust Company
(CUSIP: 382388 AR 7)				Account Number:
6.80% Notes due 2036		$		o The Depository Trust Company
(CUSIP: 382388 AT 3)				Account Number:

*	Must be in denominations of principal amount of $1,000 or integral multiple thereof.
**	Need not be completed if outstanding notes are being tendered by book-entry transfer.

PLEASE SIGN HERE***

Signature of Holder(s) or Authorized Signatory	Date
Signature of Holder(s) or Authorized Signatory	Date

***      Must be signed by the holder(s) of Outstanding Notes as their names(s) appear(s) on certificates for Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s):
Capacity:
Address(es):
	(include Zip Code)

Area Code and Telephone Number:

2

GUARANTEE
(Not to be used for signature guarantee)

     The undersigned, an Eligible Institution, having an office or correspondent in the United States, hereby (a) represents that the above named persons “own(s)” the Outstanding Notes tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (b) represents that such tender of Outstanding Notes complies with Rule 14e-4 and (c) guarantees either to deliver to the Exchange Agent the certificates representing all the Outstanding Notes tendered hereby, in proper form for transfer and together with a properly completed and duly executed Letter of Transmittal, or a facsimile thereof or agent’s message in lieu thereof, or to deliver such Outstanding Notes pursuant to the procedure for book-entry transfer into the Exchange Agent’s account at The Depository Trust Company (“DTC”), together with a confirmation of a book-entry transfer of the tendered Outstanding Notes into the Exchange Agent’s account at DTC, and, in either case, to deliver any other required documents, all within one business day after the expiration date.

Name of Firm	Authorized Signature
Address	Name
Zip Code	Title

Area Code and Tel. No.:                                         Dated:                                         , 2006

NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH
THIS NOTICE. OUTSTANDING NOTES SHOULD BE SENT
WITH YOUR LETTER OF TRANSMITTAL.

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EX-99.3

Goodrich Corporation

Offers to Exchange

All Outstanding 6.29% Notes Due 2016
(CUSIP No. 382388 AR 7)
For
6.29% Notes Due 2016
(CUSIP No. 382388 AS 5)
Registered Under the Securities Act of 1933 All Outstanding 6.80% Notes Due 2036
(CUSIP No. 382388 AT 3)
For
6.80% Notes Due 2036
(CUSIP No. 382388 AU 0)
Registered Under the Securities Act of 1933

Pursuant to the Prospectus dated , 2006

     The Exchange Offers and withdrawal rights will expire at 5:00 p.m., New York City Time, on            , 2006, unless extended (the “Expiration Date”). Tenders may be withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date.

, 2006

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

     Goodrich Corporation, a New York corporation, is offering to exchange (the “exchange offers”)

• its 6.29% Notes due 2016 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding 6.29% Notes due 2016, referred to as the Outstanding 10-Year Notes, and

• its 6.80% Notes due 2036 which have been registered under the Securities Act for a like principal amount of its outstanding 6.80% Notes due 2036, referred to, together with the Outstanding 10-Year Notes, as the Outstanding Notes

upon the terms and subject to the conditions set forth in the enclosed Prospectus, dated                   , 2006 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”).

     Enclosed herewith are copies of the following documents:

1.	The Prospectus;
2.	The Letter of Transmittal for your use and for the information of your clients, including a substitute Internal Revenue Service Form W-9 for collection of information relating to backup federal income tax withholding;
3.	A Notice of Guaranteed Delivery to be used to accept the Exchange Offers with respect to Outstanding Notes in certificated form or Outstanding Notes accepted for clearance through the facilities of the Depository Trust Company, or DTC, if (i) certificates for Outstanding Notes are not immediately available or all required documents are unlikely to reach the Exchange Agent on or prior to the Expiration Date or (ii) a book-entry transfer cannot be completed on a timely basis;
4.	A form of letter which may be sent to your clients for whose account you hold the Outstanding Notes in your name or in the name of a nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offers; and
5.	Return envelopes addressed to Global Bondholder Services Corporation, the Exchange Agent for the Exchange Offer.

     Please note that the Exchange Offers will expire at 5:00 p.m., New York City time, on           , 200      , unless extended. We urge you to contact your clients as promptly as possible.

     The Company has not retained any dealer-manager in connection with the Exchange Offers and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the Exchange Agent, for soliciting tenders of the Outstanding Notes pursuant to the Exchange Offers. You will be reimbursed by the Company for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients and for handling or tendering for your clients.

     Any inquiries you may have with respect to the exchange offers or requests for additional copies of the enclosed materials should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

Goodrich Corporation

Enclosures

     NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFERS OTHER THAN THOSE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH.

     The Exchange Offers are not being made to, and the tender of Outstanding Notes will not be accepted from or on behalf of, holders in any jurisdiction in which the making or acceptance of the Exchange Offers would not be in compliance with the laws of such jurisdiction.

2

EX-99.4

Goodrich Corporation

Offers to Exchange

All Outstanding 6.29% Notes Due 2016
(CUSIP No. 382388 AR 7)
For
6.29% Notes Due 2016
(CUSIP No. 382388 AS 5)
Registered Under the Securities Act of 1933 All Outstanding 6.80% Notes Due 2036
(CUSIP No. 382388 AT 3)
For
6.80% Notes Due 2036
(CUSIP No. 382388 AU 0)
Registered Under the Securities Act of 1933

Pursuant to the Prospectus dated , 2006

To Our Clients:

     Enclosed for your consideration is a Prospectus, dated      , 2006 (the “Prospectus”), and a related Letter of Transmittal relating to Goodrich Corporation’s offers to exchange (the “exchange offers”)

• its 6.29% Notes due 2016 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding 6.29% Notes due 2016, referred to as the outstanding 10-year notes, and

• its 6.80% Notes due 2036 which have been registered under the Securities Act for a like principal amount of its outstanding 6.80% Notes due 2036, referred to, together with the outstanding 10-year notes, as the outstanding notes.

     We are the holder of record of outstanding notes held for your account. A tender of such outstanding notes can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender outstanding notes held by us for your account.

     Accordingly, we request instructions as to whether you wish us to tender any or all of the outstanding notes held by us for your account, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal. We urge you to read the Prospectus and the Letter of Transmittal carefully before instructing us to tender your outstanding notes.

     Your instructions to us should be forwarded as promptly as possible in order to permit us to tender outstanding notes on your behalf in accordance with the provisions of the exchange offers. The exchange offers will expire at 5:00 p.m., New York City time, on      , 200 , unless extended (the “Expiration Date”). Outstanding notes tendered pursuant to the exchange offers may be withdrawn only under the circumstances described in the Prospectus and the Letter of Transmittal.

     Your attention is directed to the following:

     1. The exchange offers are for the entire aggregate principal amount of the outstanding notes.

     2. Consummation of the exchange offers is conditioned upon the terms and conditions set forth in the Prospectus under the captions “The Exchange Offers–Terms of the Exchange Offers” and “The Exchange Offers–Conditions to the Exchange Offers.”

     3. Tendering holders may withdraw their tender at any time until 5:00 p.m., New York City time, on the Expiration Date as set forth in the Prospectus.

     4. Any transfer taxes incident to the transfer of outstanding notes from the tendering holder to the Company will be paid by the Company, except as provided in the Prospectus and the instructions to the Letter of Transmittal.

     5. The exchange offers are not being made to, nor will the surrender of outstanding notes for exchange be accepted from or on behalf of, holders of outstanding notes in any jurisdiction in which the exchange offers or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

     6. The acceptance for exchange of outstanding notes validly tendered and not withdrawn and the issuance of new notes will be made as soon as practicable after the Expiration Date.

     7. The Company expressly reserves the right, in its reasonable discretion and in accordance with applicable law, (i) to delay accepting any outstanding notes, (ii) to terminate the exchange offers and not accept any outstanding notes for exchange if it determines that any of the conditions to the exchange offers, as set forth in the Prospectus, have not occurred or been satisfied, (iii) to extend the expiration date of one or both of the exchange offers and retain all outstanding notes tendered in the exchange offers other than those outstanding notes properly withdrawn, or (iv) to waive any condition or to amend the terms of either or both of the exchange offers in any manner. In the event of any extension, delay, non-acceptance, termination, waiver or amendment, the Company will as promptly as practicable give oral or written notice of the action to the Exchange Agent and make a public announcement of such action. In the case of an extension, such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

     8. The Board of Directors of Goodrich has approved the exchange offers, but does not make any recommendation to you as to whether you should tender or refrain from tendering your outstanding notes in the exchange offers.

     If you wish to have us tender any or all of the outstanding notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.

2

INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFERS

     The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to in such letter, including the Prospectus and the accompanying Letter of Transmittal, relating to the exchange offers made by Goodrich Corporation with respect to its outstanding notes.

     This will instruct you as to the action to be taken by you relating to the exchange offers with respect to the outstanding notes held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

     The aggregate principal amount at maturity of old notes held by you for the account of the undersigned is (fill in amount):

$		$
	of 6.29% Notes due 2016		of 6.80% Notes due 2036

     With respect to the exchange offers, the undersigned hereby instructs you (check appropriate box):

o To TENDER the following outstanding notes held by you for the account of the undersigned (insert aggregate principal amount at maturity of old notes to be tendered, in integral multiples of $1,000):

$		$
	of 6.29% Notes due 2016		of 6.80% Notes due 2036

o NOT to tender any outstanding notes held by you for the account of the undersigned.

PLEASE SIGN HERE

Name(s) of beneficial owner(s) (please print):

Signature(s):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number(s):

Date:

     None of the outstanding notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) constitutes an instruction to us to tender all the outstanding notes held by us for your account.

3