SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                ---------------


                                    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)   August 19, 1996
                                                        ---------------



                            THE B.F.GOODRICH COMPANY
               --------------------------------------------------
               (Exact name of registrant as specified in charter)



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



            3925 Embassy Parkway, Akron, Ohio            44333-1799
         ----------------------------------------        ----------
         (Address of principal executive offices)        (Zip Code)


   Registrant's telephone number, including area code     330-374-2000
                                                          ------------



                                 Not Applicable
     ---------------------------------------------------------------
     (Former name or former address,  if changed since last report.)




<PAGE>




Item 5.  Other Events


         On August 20, 1996, The B.F.Goodrich  Company  ("BFGoodrich")  issued a
press release  announcing that Westlake  Monomers  Corporation  ("Westlake") has
exercised  its  right  to  terminate  an  agreement  to  purchase   BFGoodrich's
chlor-alkali and olefins facilities at Calvert City,  Kentucky for approximately
$170 million. BFGoodrich will continue to operate the facilities,  which produce
chlorine, caustic soda, hydrogen, ethylene, propylene and other olefins.

         The  chlor-alkali  and  olefins  facilities  have been the subject of a
lawsuit and subsequent arbitration that Westlake initiated in 1993 seeking up to
$350 million in damages.  Westlake's decision not to purchase the facilities has
the effect of terminating all of its claims in the lawsuit and arbitration.





                                    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 August 20, 1996
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{"company-data": {"conformed-name": "GOODRICH B F CO", "cik": "0000042542", "assigned-sic": "2800", "irs-number": "340252680", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-00892", "film-number": "96618190"}, "business-address": {"street1": "3925 EMBASSY PKWY", "city": "AKRON", "state": "OH", "zip": "44333", "phone": "2163743985"}, "mail-address": {"street1": "3925 EMBASSY PKWY", "city": "AKRON", "state": "OH", "zip": "44333"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ---------------

                                    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)   August 19, 1996
                                                        ---------------

                            THE B.F.GOODRICH COMPANY
               --------------------------------------------------
               (Exact name of registrant as specified in charter)

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

            3925 Embassy Parkway, Akron, Ohio            44333-1799
         ----------------------------------------        ----------
         (Address of principal executive offices)        (Zip Code)

   Registrant's telephone number, including area code     330-374-2000
                                                          ------------

                                 Not Applicable
     ---------------------------------------------------------------
     (Former name or former address,  if changed since last report.)
Item 5.  Other Events

         On August 20, 1996, The B.F.Goodrich  Company  ("BFGoodrich")  issued a
press release  announcing that Westlake  Monomers  Corporation  ("Westlake") has
exercised  its  right  to  terminate  an  agreement  to  purchase   BFGoodrich's
chlor-alkali and olefins facilities at Calvert City,  Kentucky for approximately
$170 million. BFGoodrich will continue to operate the facilities,  which produce
chlorine, caustic soda, hydrogen, ethylene, propylene and other olefins.

         The  chlor-alkali  and  olefins  facilities  have been the subject of a
lawsuit and subsequent arbitration that Westlake initiated in 1993 seeking up to
$350 million in damages.  Westlake's decision not to purchase the facilities has
the effect of terminating all of its claims in the lawsuit and arbitration.

                                    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 August 20, 1996