UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): June 20, 2006

GOODRICH CORPORATION

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

Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina 28217

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 8 — Other Events

Item 8.01. Other Events.

     On June 20, 2006, Goodrich Corporation (“Goodrich”) issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing the expiration of its offers to exchange:

	•		its new 6.29% notes due 2016 for its outstanding 71/2% Notes due 2008, 6.45% Notes due 2008, and 6.60% Notes due 2009; and
	•		its new 6.80% notes due 2036 for its outstanding 7.625% Notes due 2012.

     Both exchange offers expired at 12:00 midnight, New York City time, on June 19, 2006.

     The 6.29% notes due 2016 and 6.80% notes due 2036 will be issued only to holders of outstanding notes who have certified certain matters to Goodrich, including their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit 99.1		Goodrich Corporation Press Release dated June 20, 2006 titled “Goodrich Announces Expiration of Exchange Offers.”

Signatures

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

EXHIBIT INDEX

Exhibit 99.1		Goodrich Corporation Press Release dated June 20, 2006 titled “Goodrich Announces Expiration of Exchange Offers.”