SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


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                                    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)   November 23, 1998
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                            THE B.F.GOODRICH COMPANY
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               (Exact name of registrant as specified in charter)



New York                           1-892                          34-0252680
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(State or other                (Commission                      (IRS Employer
jurisdiction of               File Number)                   Identification No.)
incorporation)



            4020 Kinross Lakes Parkway, Richfield, Ohio         44286-9368
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             (Address of principal executive offices)           (Zip Code)



       Registrant's telephone number, including area code     330-659-7600
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                                 Not Applicable
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          (Former name or former address,  if changed since last report.)









Item 5.    Other Events
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         On November 23, 1998,  The B.F.Goodrich Company ("BFGoodrich") issued a
press release  announcing that BFGoodrich  and  Coltec Industries Inc ("Coltec")
have signed  a definitive agreement for Coltec to  merge  with  BFGoodrich  in a
tax-free stock-for-stock transaction.  Reference is made to Exhibit 99.1  hereto
which  is  a  copy  of  the  press  release, Exhibit 99.2 which is a copy of the
definitive agreement and Exhibit 99.3 which are copies of the cross stock option
agreements.




                                    SIGNATURE


         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.


                                                THE B.F.GOODRICH COMPANY




                                                By /s/Nicholas J. Calise
                                                -----------------------------
                                                Nicholas J. Calise, Secretary




Dated:   November 24, 1998