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                                                                      EXHIBIT 99

Report of Independent Public Accountants


To the Board of Directors and Shareholders of
Coltec Industries Inc:

We have audited the consolidated balance sheet of Coltec Industries Inc and
subsidiaries (the Company) as of December 31, 1998, and the related consolidated
statements of earnings, shareholders' equity, cash flows and comprehensive
income for each of the two years in the period ended December 31, 1998 (not
presented herein). These consolidated financial statements and the schedule
referred to below are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Coltec
Industries Inc and subsidiaries as of December 31, 1998, and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1998, in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statement schedules (not presented herein) is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

As discussed in Note 21, The B.F. Goodrich Company will acquire the Company
during 1999 and the combined entity will operate under the name B.F.Goodrich.



/s/ Arthur Andersen LLP
Charlotte, North Carolina,
January 22, 1999.