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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1. Name and Address of Reporting Person * Witowski Gerald T   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 Vice President (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 07/06/2012   G V 500 D $ 0 37,045 D   Common Stock (1) 07/26/2012   D   24,250 (2) D $ 127.5 12,795 D   Common Stock (1) 07/26/2012   D   12,795 D $ 127.5 0 D   Common Stock (1) 07/26/2012   D   278 D $ 127.5 0 I By Trust

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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 (4)

(3)

07/26/2012

D

4,291.988

(4)

(4)

Common Stock

4,291.988

$ 127.5

0

D

Employee Stock Option (Right to Buy)

$ 88.635

07/26/2012

D

17,000

(5)

01/03/2021

Common Stock

17,000

(6)

0

D

Employee Stock Option (Right to Buy)

$ 65.315

07/26/2012

D

17,000

(5)

01/04/2020

Common Stock

17,000

(6)

0

D

Employee Stock Option (Right to Buy)

$ 38.37

07/26/2012

D

7,334

(5)

01/02/2019

Common Stock

7,334

(6)

0

D

Employee Stock Option (Right to Buy)

$ 69.865

07/26/2012

D

22,000

(5)

01/02/2018

Common Stock

22,000

(6)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Witowski Gerald T C/O GOODRICH CORPORATION 2730 WEST TYVOLA ROAD CHARLOTTE, NC 28217			Executive Vice President

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)	Each deferred share has the economic equivalent of one share of common stock.
(4)	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.
(5)	The stock option vests in equal annual installments on each of the first three anniversaries of the grant date.
(6)	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.

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