8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------


                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): September 4, 2001


                              GOODRICH CORPORATION
               (Exact Name of Registrant as Specified in Charter)






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

                              Four Coliseum Centre
                              2730 West Tyvola Road
                         Charlotte, North Carolina 28217
               (Address of Principal Executive Offices)(Zip Code)


       Registrant's telephone number, including area code: (704) 423-7000




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ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  Financial Statements of Businesses Acquired.

          None.

     (b)  Pro Forma Financial Information

          None.

     (c)  Exhibits

          Exhibit 99.1  Goodrich Corporation Press Release dated
                        September 4, 2001 titled "Goodrich to Spin Off
                        Engineered Industrial Products".


ITEM 9.  REGULATION FD DISCLOSURE

     On September 4, 2001, Goodrich Corporation issued a press release
announcing that its Board of Directors has approved in principle the tax-free
spin-off of the Company's Engineered Industrial Products business to
shareholders. A copy of such press release is included as Exhibit 99.1 hereto.

     An investor conference call to discuss this action will take place at 1:00
p.m. Eastern time on September 4, 2001 and will be webcast and accessible via
the Company's website (www.goodrich.com).


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     GOODRICH CORPORATION
                                     (Registrant)


Date:  September 4, 2001             By:   /s/ Kenneth L. Wagner
                                           ---------------------------
                                           Kenneth L. Wagner
                                           Assistant Secretary


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EX-99.1

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[GOODRICH LOGO]                                                    Exhibit 99.1

                                                      NEWS RELEASE


MEDIA CONTACT:                 KEVIN RAMUNDO          GOODRICH CORPORATION
PHONE:                         704 423 7024           Four Coliseum Centre
INVESTOR RELATIONS CONTACT:    PAUL GIFFORD           2730 West Tyvola Road
                               704 423-5517           Charlotte, NC 28217-4578
                                                      Tel: 704 423 7000
                                                      Fax: 704 423 7127
                                                      www.goodrich.com

FOR IMMEDIATE RELEASE:


GOODRICH TO SPIN OFF ENGINEERED INDUSTRIAL PRODUCTS

- -    Goodrich to continue as premier aerospace supplier

- -    Bill Holland and Ernie Schaub selected to lead the new industrial company

- -    Action anticipated to enhance shareholder value


CHARLOTTE, NC, Sept. 4, 2001 -- Goodrich Corporation (NYSE:GR) announced today
that its Board of Directors has approved in principle the tax-free spin-off of
the company's Engineered Industrial Products business to shareholders. This
transaction will create two strong publicly traded companies, each focused on
its own customers, products and markets. The spin-off is expected to be
completed in early 2002. Application will be made to list the new shares on
the New York Stock Exchange.

According to the plan, Goodrich shareholders will receive one share in the new
industrial company for every five Goodrich shares they own as of the record date
for the distribution. Goodrich will treat its Engineered Industrial Products
segment, which it acquired in 1999 with the Coltec Industries merger, as a
discontinued operation beginning in the third quarter of 2001. Ernest F. Schaub,
the chief operating officer (COO) of the Engineered Industrial Products segment
will become the CEO and a director of the new company, and William R. Holland,
the former chairman of United Dominion Industries and a current member of the
Goodrich Board of Directors, will become the company's non-executive chairman.
In addition, Michael J. Leslie, currently Group President, Sealing Products, in
the industrial segment, will become COO. The name of the new industrial company,
which will be headquartered in Charlotte, NC, will be announced in the coming
weeks.


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[GOODRICH LOGO]

Commenting on the spin-off plan, Chairman and CEO David L. Burner said, "We are
taking this action to enhance shareholder value. By establishing two independent
companies, investors will be better able to evaluate the investment merits of
our aerospace and industrial businesses in light of their respective performance
and opportunities versus peer companies. Each company will be better able to
focus on the needs of their own customers and markets."

The new industrial company, which will be a leading supplier of sealing
technologies, compressor systems and specialty industrial bearings, is expected
to have annual revenues of approximately $800 million in 2002, including the
full-year contribution of the Glacier Industrial Bearings acquisition. It also
will manufacture engines used in naval ships, locomotives and electric power
plants, and a variety of other market-leading products. The company will have
approximately 5,000 employees worldwide with a portfolio of strong brands
including Garlock(R), Quincy(R), Stemco(R), Fairbanks Morse(R) and Glacier(R).

From a financial perspective, the new industrial company will include
substantially all the assets and liabilities of the Engineered Industrial
Products segment, including the associated asbestos liabilities and related
insurance. Goodrich expects to offer to exchange the outstanding Coltec public
debt and trust preferred securities obligations for similar Goodrich securities
prior to the spin-off. Assuming that these exchange offers are fully subscribed,
the new company will have total debt of approximately $190 million at the time
of the spin-off. The Goodrich Board of Directors plans to review its dividend
policy prior to the spin-off for appropriate alignment with the growth profile
and investment opportunities of the new Goodrich.

Goodrich Corporation will continue as a premier global supplier of aerospace
components, systems and services with expected revenues in excess of $4.2
billion for 2001 and a strong history of profitable growth. Commenting on
Goodrich's future prospects, Burner said, "We have built one of the most
admired, diverse and best-performing aerospace companies in the world. The mix
of our business in terms of products, markets, customers and the original
equipment/aftermarket balance underscores our ability to continue to grow
profitably on a


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sustained basis. In addition, we have a rich portfolio of technologies that we
are leveraging in a variety of non-aerospace markets to enhance our growth
prospects."

The new industrial business is well positioned for success. According to Schaub,
"Over the last two years as part of Goodrich, our industrial businesses have
been strengthened considerably. We have made important acquisitions, invested in
new products, and implemented Goodrich's successful strategic planning, lean
manufacturing, quality and innovation processes. Various restructuring
activities have also been completed or are under way to streamline our cost
structure and improve efficiency. As a result, these businesses continue to
perform well financially in a difficult economic environment and are
well-positioned for the future. These accomplishments speak to the fundamental
strengths of the industrial businesses, the quality of our people and the
opportunities we will have as a financially strong, stand-alone company."

An investor conference call to discuss this action will take place at 1 p.m.
today, and will be webcast and accessible via the Goodrich web site,
www.goodrich.com. High res. downloadable images and bios of Holland, Schaub and
Leslie are available at
http://www.goodrich.com/transformation2/imageLibrary/imageLibraryPage3.asp.



The statements in this press release that are not historical facts are
forward-looking statements that involve risks and uncertainties. Actual results
could differ materially from those projected in the forward-looking statements.
The risks and uncertainties include, but are not limited to, those relating to
whether the Board will give final approval to the proposed spin-off, whether the
proposed debt exchange offers will be consummated and the terms of the debt
securities to be offered by Goodrich, and the actual results of operations of
Goodrich and the new industrial company, as well as the risks that are detailed
from time to time in reports filed with the Securities and Exchange Commission,
including the last section of the Management's Discussion and Analysis entitled
"Forward-Looking Information is Subject to Risk and Uncertainty" contained in
Goodrich's Annual Report on Form 10-K filed on February 23, 2001.

This press release does not constitute an offer to sell or exchange, or the
solicitation of any offer to sell or exchange, any securities.




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