Edgar Filing: GOODRICH CORP

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Witowski Gerald T

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2006

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

(Last)

(First)

(Middle)

14300 JUDICIAL ROAD

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Segment President-Electronics

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

(Street)

BURNSVILLE,Â MNÂ 55306

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	12,004 ⁽¹⁾	D	Â
Common Stock	278	I	By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	Â ⁽²⁾	01/01/2008	Common Stock	2,520	$ 39.6846	D	Â
Employee Stock Option (right to buy)	Â ⁽²⁾	01/01/2011	Common Stock	1,377	$ 34.2036	D	Â
Employee Stock Option (right to buy)	Â ⁽²⁾	01/01/2011	Common Stock	5,509	$ 37.0142	D	Â
Employee Stock Option (right to buy)	Â ⁽²⁾	07/15/2011	Common Stock	5,843	$ 36.444	D	Â
Employee Stock Option (right to buy)	Â ⁽²⁾	01/01/2012	Common Stock	2,848	$ 25.101	D	Â
Employee Stock Option (right to buy)	Â ⁽²⁾	01/01/2013	Common Stock	13,100	$ 18.76	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	02/16/2014	Common Stock	8,000	$ 30.53	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	01/02/2015	Common Stock	9,000	$ 32.43	D	Â
Employee Stock Option (right to buy)	Â ⁽³⁾	01/03/2016	Common Stock	10,000	$ 40.405	D	Â
Phantom Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	552.6572 ⁽⁴⁾	$ ⁽⁴⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Witowski Gerald T 14300 JUDICIAL ROAD BURNSVILLE,Â MNÂ 55306	Â	Â	Â Segment President-Electronics	Â

Signatures

Gerald T. Witowski		03/17/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 12,000 restricted stock units which vests 50% after 3 years, 25% after 4 years, and 25% after 5 years.
(2)	Fully vested.
(3)	The stock option vests over three years in equal annual installments.
(4)	The phantom stock units were accrued under the Goodrich Corporation Performance Deferred Compensation Plan as a result of the deferral of certain performance shares that were earned and payable under the Goodrich Corporation 2000-2002 and 2001-2003 Long-Term Incentive Plans.

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