1
                                                                     EXHIBIT 4.1



                             CERTIFICATE OF TRUST

                                      OF

                             BFGOODRICH CAPITAL


        THIS CERTIFICATE OF TRUST of BFGoodrich Capital (the "Trust"), dated
May 31, 1995 is being duly executed and filed by the undersigned, as trustees,
to form a business trust under the Delaware Business Trust Act (12 Del. Code
Section 3801 et seq.).

        1.   Name. The name of the business trust being formed hereby is BF
Goodrich Capital.

        2.   Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.

        3.   Effective Date. This Certificate of Trust shall be effective as of
its filing.

        IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust, has executed this Certificate of Trust as of the date first above
written.


                                        THE BANK OF NEW YORK (DELAWARE),
                                        as Trustee


                                        By: /s/ Joseph F. Leary
                                            ___________________________________ 
                                            Name:  Joseph F. Leary
                                            Title: Vice President


                                        THE BANK OF NEW YORK (DELAWARE),
                                        as Trustee


                                        By: /s/ Mary Jane Morrissey
                                            ___________________________________ 
                                            Name:  Mary Jane Morrissey
                                            Title: Assistant Vice President