SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pollino Jennifer

(Last)

(First)

(Middle)

C/O GOODRICH CORPORATION

2730 W. TYVOLA ROAD

(Street)

CHARLOTTE

28217

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2005

3. Issuer Name and Ticker or Trading Symbol
GOODRICH CORP [ GR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,745.43⁽¹⁾⁽²⁾	D
Common Stock	6,544.0338	I	By Employee's Savings Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	01/03/2015	Common Stock	10,000	$32.43	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/17/2014	Common Stock	12,000	$30.53	D
Employee Stock Option (right to buy)	⁽⁶⁾	01/02/2013	Common Stock	3,690	$18.76	D
Employee Stock Option (right to buy)	⁽⁵⁾	01/01/2011	Common Stock	5,509	$37.01	D
Employee Stock Option (right to buy)	⁽⁵⁾	01/01/2011	Common Stock	1,378	$34.2	D
Employee Stock Option (right to buy)	⁽⁵⁾	01/03/2009	Common Stock	3,756	$34.65	D

Explanation of Responses:

1. Includes 9,600 restricted stock units.

2. Includes 1145.43 shares acquired pursuant to the Employee Stock Purchase Plan.

3. The stock option vests in three annual installments of 3,333 shares 01/03/2006; 3,333 shares 01/03/2007; and 3,334 shares 01/03/2008.

4. The stock option vests in three equal annual installments of 4,000 shares each on 02/17/2005, 02/17/2006 and 02/17/2007.

5. Fully vested.

6. The stock option will vest on 01/02/2006.

Remarks:

	Jennifer Pollino	02/22/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.