Exhibit 1.2


                     BFGoodrich and Coltec Complete Merger

         Richfield,  Ohio,  July 12, 1999 --  BFGoodrich  and Coltec  Industries
announced  today  that they have  completed  their  merger  and  created a major
multi-industry  company  with $6 billion in annual  revenues  and strong  market
positions in aerospace systems,  performance  materials and industrial products.
The transaction was completed after a preliminary  injunction  imposed by a U.S.
District  Court  judge  in  South  Bend  was  lifted.  The new  company  will be
headquartered in Charlotte, N.C., and have 27,000 employees.
         "The  completion  of our  merger  is great  news for our  shareholders,
customers and employees,"  BFGoodrich chairman and chief executive officer David
L.  Burner  said.  "With the  addition  of  Coltec,  BFGoodrich  becomes an even
stronger company with enhanced  opportunities for consistent  profitable growth,
building  shareholder  value,  and supplying  customers  with a broader range of
products and services.  We will move quickly to realize the expected benefits of
the  merger,  including  annual  cost  synergies of $60 million.  We continue to
expect that the merger will be immediately accretive to our earnings."
         John W. Guffey,  Jr.,  chairman and chief executive  officer of Coltec,
added,  "We have now completed our  transaction  with the strategic and economic
fundamentals  of the merger  completely  intact.  Dave  Burner and I believe the
agreement with  AlliedSignal  will promote a continuing  relationship  that will
benefit  BFGoodrich,  AlliedSignal and the aerospace industry as a whole. Coltec
is very pleased to now be part of a new Fortune 300 company with an  outstanding
future."
         With the  completion  of the  merger,  Guffey  becomes  executive  vice
president  of  BFGoodrich  and  president  and chief  operating  officer  of the
Industrial Segment.  Other key operating  executives include Marshall O. Larsen,
executive vice president of BFGoodrich and president and chief operating officer
of the Aerospace  Segment,  and David B. Price, Jr., executive vice president of
BFGoodrich  and  president  and  chief  operating  officer  of  the  Performance
Materials Segment.
         Also, Guffey and two other former Coltec directors,  William R. Holland
and David I. Margolis,  will join the BFGoodrich Board, increasing the size from
11 to 14  members.  Holland is  chairman  and chief  executive  officer,  United
Dominion Industries.  Margolis is retired chairman and chief executive  officer,
Coltec Industries.
         Coltec shareholders will receive 0.56 shares of BFGoodrich common stock
for each share of Coltec common stock and will receive written  instructions for
exchanging their share  certificates.  BFGoodrich  shareholders  will keep their
certificates. The value of the transaction is estimated at $2 billion.
         [Part of this  announcement  contains  forward-looking  statements that
involve risks and uncertainties, and actual results could differ materially from
those projected in the forward-looking  statements.  The risks and uncertainties
are detailed from time to time in reports filed with the Securities and Exchange
Commission,  including  but not limited to the last section of the  Management's
Discussion and Analysis entitled "Forward-Looking Information is Subject to Risk
and  Uncertainty"  contained in the company's  Annual Report on Form 10-K and in
other filings.]

For more information, contact:

At BFGoodrich:  Rob Jewell (330) 659-7999 (office), (330) 666-0982 (home);
                John Bingle (330) 659-7788

At Coltec: Kevin Ramundo (704) 423-7024 (office), (704) 552-5894 (home),
                (704) 905-7892 (cell phone)