Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
LINNERT TERRENCE G
   2. Issuer Name and Ticker or Trading Symbol
GOODRICH CORP [GR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive VP & General Counsel
(Last)
(First)
(Middle)
C/O GOODRICH CORPORATION, 2730 WEST TYVOLA ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
07/26/2012
(Street)

CHARLOTTE, NC 28217		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/20/2012   G V 1,200 D $ 0 61,166 D  
Common Stock (1) 07/26/2012   D   29,500 (2) D $ 127.5 31,666 D  
Common Stock (1) 07/26/2012   D   31,666 D $ 127.5 0 D  
Common Stock (1) 07/26/2012   D   1,060.0013 D $ 127.5 0 I By Employees Savings Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (5) (6) 07/26/2012   D     616.7827   (5)   (5) Common Stock 616.7827 $ 127.5 0 D  
Employee Stock Option (Right to Buy) $ 88.635 07/26/2012   D     22,000   (3) 01/03/2021 Common Stock 22,000 (4) 0 D  
Employee Stock Option (Right to Buy) $ 65.315 07/26/2012   D     22,000   (3) 01/04/2020 Common Stock 22,000 (4) 0 D  
Employee Stock Option (Right to Buy) $ 38.37 07/26/2012   D     27,000   (3) 01/02/2019 Common Stock 27,000 (4) 0 D  
Employee Stock Option (Right to Buy) $ 69.865 07/26/2012   D     26,500   (3) 01/02/2018 Common Stock 26,500 (4) 0 D  
Employee Stock Option (Right to Buy) $ 45.87 07/26/2012   D     16,500   (3) 01/03/2017 Common Stock 16,500 (4) 0 D  
Employee Stock Option (Right to Buy) $ 45.87 07/26/2012   D     50,000   (3) 01/03/2014 Common Stock 50,000 (4) 0 D  
Employee Stock Option (Right to Buy) $ 40.405 07/26/2012   D     23,000   (3) 01/03/2016 Common Stock 23,000 (4) 0 D  
Employee Stock Option (Right to Buy) $ 32.43 07/26/2012   D     25,000   (3) 01/02/2015 Comnmon Stock 25,000 (4) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LINNERT TERRENCE G
C/O GOODRICH CORPORATION
2730 WEST TYVOLA ROAD
CHARLOTTE, NC 28217		       Executive VP & General Counsel  

Signatures

 Joan M. Taffi, By Power of Attorney   07/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Each share of common stock or phantom stock was disposed of in exchange for a cash payment of $127.50 per share pursuant to the Agreement and Plan of Merger by and among United Technologies Corporation, Charlotte Lucas Corporation and Goodrich Corporation dated as of September 21, 2011.
(2) Restricted Stock Units that vested on the effective date of the merger and were disposed of in exchange for a cash payment equal to $127.50 per share.
(3) The stock option vests in equal annual installments on each of the first three anniversaries of the grant date.
(4) This option was canceled in the merger in exchange for a cash payment equal to the difference between $127.50 and the exercise price per share set forth in Column 2.
(5) These shares were deferred under the Goodrich Corporation Performance Share Deferred Compensation Plan, were to be settled in stock upon the reporting person's retirement at various times based upon elections made by the reporting person and were disposed of in exchange for a cash payment equal to $127.50 per share.
(6) Each deferred share has the economic equivalent of one share of common stock.

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