SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

NEW YORK                                              34-0252680
-------------------------------                    ------------------    
(State or other jurisdiction of                     (I.R.S.Employer
incorporation or organization)                     Identification No.)

4020 Kinross Lakes Parkway, Richfield, Ohio             44286-9368
-------------------------------------------             ----------
(Address of Principal Executive Offices)                (Zip Code)


           COLTEC INDUSTRIES INC'S 1992 STOCK OPTION PLAN
           COLTEC INDUSTRIES INC'S 1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
           ---------------------------------------------------------
                            (Full title of the plan)

  Nicholas J. Calise, Vice President, Associate General Counsel, and Secretary
                            The B.F.Goodrich Company
                           4020 Kinross Lakes Parkway
                           Richfield, Ohio 44286-9368
                     ---------------------------------------
                     (Name and address of agent for service)

                                  (330) 659-7711
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                Proposed        Proposed
Title of                        maximum         maximum
securities       Amount         offering        aggregate       Amount of
to be            to be          price           offering        registration
registered       registered     per share (1)   price (1)       fee
----------       ------------   -------------   ----------      ------------

<S>              <C>            <C>             <C>              <C>   
Common Stock     3,061,520      $32.875         $100,647,470     $27,980.00

</TABLE>

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

     1)    Estimated solely for the purpose  of determining the registration fee
           based on the closing price of the Common Stock under the consolidated
           reporting system for April 6, 1999.


<PAGE>



PART II           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                  DOCUMENTS INCORPORATED BY REFERENCE (Item 3)


The following  documents of The  B.F.Goodrich  Company (or the "Company")  filed
with the Commission (File No. 1-892) pursuant to the Securities  Exchange Act of
1934, as amended (the "1934 Act") are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1998  and  Current  Reports on Form 8-K dated February 19,
         1999, February 25, 1999 and April 12, 1999.

         (b) All reports and other documents  subsequently  filed by the Company
         and the Plan  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
         1934 Act  prior  to the  filing  of a  post-effective  amendment  which
         indicates  that all  securities  offered hereby have been sold or which
         deregisters  all  securities  remaining  unsold,  shall be deemed to be
         incorporated by reference  herein and to be a part hereof from the date
         of the filing of such reports and documents.

         (c) The description of the Company's Common Stock which is contained in
         the Company's registration statement No. 333-74067 on Form S-4.


                 INTEREST OF NAMED EXPERTS AND COUNSEL (Item 5)


The  validity  of the  securities  offered  hereby  will be passed  upon for the
Company by Nicholas J. Calise,  Vice  President,  Associate  General Counsel and
Secretary of the Company.  As of April 6, 1999 Mr. Calise owned 13,617 shares of
the  Company's  Common  Stock,  had  deferred  receipt  of  6,127  shares of the
Company's Common  Stock  under  the  Company's  Long-Term  Incentive  Plan;  had
contingently credited to his account 2,692  phantom  shares  under the 1998-2000
Long-Term  Incentive  Plan  and  3,225  shares  under  the  1999-2001  Long-Term
Incentive Plan, has options to purchase 87,100 shares of Common Stock;  and  had
credited  to  his  account  in  the  Company's  Retirement  Plus  Savings   Plan
approximately 5,855  shares  of  Common  Stock.  In  addition, Mr. Calise's wife
owns 1,000 shares, although Mr. Calise  disclaims  beneficial ownership of these
shares.


               INDEMNIFICATION OF DIRECTORS AND OFFICERS (Item 6)


Under the Company's Restated Certificate of Incorporation no member of the Board
of  Directors  shall  have  any  personal   liability  to  the  Company  or  its
shareholders for damages for any breach of duty in such capacity,  provided that
such  liability  shall not be limited if a judgment or other final  adjudication
adverse to the Director  establishes  that his or her acts or omissions  were in
bad faith or involved  intentional  misconduct or a knowing  violation of law or
that  the  Director  personally  gained  in fact a  financial  profit  or  other
advantage  to which he or she was not legally  entitled  or that the  Director's
acts violated  section 719 of the New York Business  Corporation  Law ("B.C.L.")
(generally relating to the improper declaration of dividends, improper purchases
of shares,  improper  distribution  of assets after  dissolution,  or making any
improper  loans  to  directors  contrary  to  specified  statutory  provisions).
Reference is made to Article  TWELFTH of the Company's  Restated  Certificate of
Incorporation  filed as Exhibit 3(A) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.

Under the Company's By-Laws,  any person made, or threatened to be made, a party
to an action or  proceeding  by reason  of the fact  that he,  his  testator  or
intestate  is or was a director  or  officer of the  Company or served any other
corporation  in any capacity at the request of the Company shall be  indemnified
by the Company to the extent and in a manner  permissible  under the laws of the
State of New York.

In addition,  the Company's  By-Laws provide  indemnification  for directors and
officers where they are acting on behalf of the Company where the final judgment
does not  establish  that the  director  or  officer  acted in bad  faith or was
deliberately dishonest, or gained a financial profit or other advantage to which
he was not legally entitled. The By-Laws provide that the indemnification rights
shall be deemed to be "contract rights" and continue after a person ceases to be
a director or officer or after  rescission or  modification  of the By-Laws with
respect to prior occurring events. They also provide directors and officers with
the benefit of any  additional  indemnification  which may be permitted by later
amendment to the B.C.L.  The By-Laws further provide for advancement of expenses
and specify  procedures in seeking and obtaining  indemnification.  Reference is
made to  Article  VI of the  Company's  By-Laws  filed  as  Exhibit  3(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

<PAGE>

The Company has insurance to indemnify  its  directors and officers,  within the
limits of the Company's insurance policies,  for those liabilities in respect of
which such indemnification insurance is permitted under the laws of the State of
New York.

Reference is made to Sections 721-726 of the B.C.L., which are summarized below.

Section 721 of the B.C.L. provides that indemnification pursuant to B.C.L. shall
not be deemed exclusive of other  indemnification  rights to which a director or
officer  may be  entitled,  provided  that no  indemnification  may be made if a
judgment  or  other  final  adjudication  adverse  to the  director  or  officer
establishes  that (i) his acts were committed in bad faith or were the result of
active  and  deliberate  dishonesty, and, in  either case, were  material to the
cause of action so adjudicated, or (ii) he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

Section  722(a) of the  B.C.L.  provides  that a  corporation  may  indemnify  a
director or officer  made,  or  threatened  to be made,  a party to any civil or
criminal  action,  other than a derivative  action,  against  judgments,  fines,
amounts paid in settlement  and  reasonable  expenses  actually and  necessarily
incurred as a result of such action or  proceeding,  or any appeal  therein,  if
such director or officer acted in good faith,  for a purpose which he reasonably
believed to be in the best interests of the corporation and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful.  With respect to derivative actions,  Section 722(c) of the B.C.L.
provides that a director or officer may be indemnified only against amounts paid
in settlement and reasonable  expenses,  including attorneys' fees, actually and
necessarily  incurred  in  connection  with the  defense or  settlement  of such
action, or any appeal therein,  if such director or officer acted in good faith,
for a purpose  which he reasonably  believed to be in the best  interests of the
corporation  and  that no  indemnification  shall  be made in  respect  of (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation unless and to the extent an appropriate
court determines that the person is fairly and reasonably entitled to partial or
full indemnification.

Section  723 of the  B.C.L.  specifies  the  manner  in  which  payment  of such
indemnification  may  be  authorized  by  the  corporation.   It  provides  that
indemnification  by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in defending
an action.  In the event that the director or officer has not been successful or
the action is settled,  indemnification  may be made by the corporation  only if
authorized by any of the corporate actions set forth in such Section 723 (unless
the  corporation  has  provided  for  indemnification  in some  other  manner as
otherwise permitted by Section 721 of the B.C.L.).

Section 724 of the B.C.L. provides that upon proper application by a director or
officer,  indemnification  shall be awarded by a court to the extent  authorized
under  Sections  722 and 723 of the B.C.L.  

Section  725 of the B.C.L.  contains  certain  other  miscellaneous   provisions
affecting the indemnification of directors and officers, including provision for
the return of amounts paid as indemnification if any such person  is  ultimately
found not to be entitled thereto.

Section 726 of the B.C.L.  authorizes the purchase and  maintenance of insurance
to indemnify (1) a corporation for any obligation which it incurs as a result of
the  indemnification  of directors and officers  under the above  sections,  (2)
directors  and  officers  in  instances  in which they may be  indemnified  by a
corporation under such sections,  and (3) directors and officers in instances in
which  they  may not  otherwise  be  indemnified  by a  corporation  under  such
sections,  provided  the  contract of  insurance  covering  such  directors  and
officers provides,  in a manner acceptable to the New York State  Superintendent
of Insurance, for a retention amount and for co-insurance.

<PAGE>


                  EXEMPTION FROM REGISTRATION CLAIMED (Item 7)

Not applicable.


                                EXHIBITS (Item 8)


The following exhibits are filed as part of this Registration Statement:


4(a)    1992 Stock Option and Incentive Plan of Coltec Industries Inc, filed  as
        Exhibit  10.24  to  Coltec's  Annual  Report  on  Form 10-K for the year
        ended December 31, 1991 is incorporated herein by reference.

4(b)    Amendment No. 1  to Coltec's 1992 Stock Option and Incentive Plan, filed
        as Exhibit 10.15  to  Coltec's  Annual  Report on Form 10-K for the year
        ended December 31, 1993 is incorporated herein by reference.

4(c)    Second Amendment to Coltec's 1992 Stock Option and Incentive Plan, filed
        as Exhibit 10.3  to  Coltec's  Quarterly  Report  on  Form 10-Q  for the
        quarter ended September 28, 1997 is incorporated herein by reference.

4(d)    Amendment No. 3 to Coltec's 1992 Stock Option and Incentive Plan,  filed
        as Exhibit A to Coltec's definitive proxy statement filed March 26, 1997
        is incorporated herein by reference.

4(e)    1994 Stock Option Plan for Outside Directors of Coltec, filed as Exhibit
        10.18 to Coltec's Annual Report on Form 10-K for the year ended December
        31, 1993 is incorporated herein by reference.

4(f)    First  Amendment  to  Coltec's  1994  Stock  Option  Plan   for  Outside
        Directors, filed as Exhibit 10.5 to Coltec's  Quarterly  Report  on Form
        10-Q for the quarter ended September 28, 1997 is incorporated  herein by
        reference.

4(g)    Second  Amendment  to  Coltec's  1994  Stock  Option  Plan  for  Outside
        Directors, filed as Exhibit 10.26 to Coltec's Annual Report on Form 10-K
        for  the  year  ended  December  31, 1997  is  incorporated   herein  by
        reference.

4(h)    Amendment  No. 3  to  Coltec's  1994  Stock  Option  Plan   for  Outside
        Directors,  filed  as  Exhibit B  to Coltec's definitive proxy statement
        filed March 12, 1998 is incorporated herein by reference.

4(i)    Rights Agreement,  dated as of June 2, 1997,  between  The  B.F.Goodrich
        Company and The Bank of New York which includes the form of  Certificate
        of  Amendment  setting  forth  the  terms  of  the  Junior Participating
        Preferred Stock,  Series F,  Par  Value  $1 per share, as Exhibit A, the
        form of Right  Certificate  as  Exhibit B  and  the Summary of Rights to
        Purchase Preferred Shares as  Exhibit C  which was filed as Exhibit 1 to
        Form 8-A filed June 19, 1997, is incorporated herein by reference.

5       Opinion  of  Nicholas  J.  Calise,  Esquire,  Vice President,  Associate
        General Counsel and Secretary  of the Company, as to the legality of the
        Common Stock being registered.

23(a)   Consent of Ernst & Young LLP, independent auditors.

23(b)   Consent of Deloitte & Touche LLP, independent auditors.

23(c)   Consent of Nicholas J. Calise,  Esquire  (contained in his opinion filed
        as Exhibit 5).

24(a)   Power of Attorney.

24(b)   Power of Attorney.


<PAGE>



                              UNDERTAKINGS (Item 9)


The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include  any  prospectus  by  section  10(a)(3) of the
Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total  dollar  value  of securities offered would not
exceed that which was registered) and any deviation  from the low or high end of
the estimated maximum offering range may be reflected  in the form of prospectus
filed with the Commission  pursuant  to  Rule 424(b)  if,  in the aggregate, the
changes in volume and price represent  no  more  than  20 percent  change in the
maximum aggregate offering price  set  forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (4)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors, officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions,  or  otherwise,
the registrant  has  been  advised  that  in  the opinion of the Securities  and
Exchange Commission such indemnification  is  against public policy as expressed
in the Act and is, therefore, unenforceable.  In the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a  director,  officer  or controlling
person of the registrant in the successful  defense  of  any  action,  suit,  or
proceeding)  is asserted  by  such  director, officer, or controlling  person in
connection  with   the  securities being registered, the registrant will, unless
in the opinion  of  its counsel  the  matter  has been  settled  by  controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such indemnification  by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Richfield, State of Ohio, on April 14, 1999.

                                            THE B.F.GOODRICH COMPANY


                                            By  /s/N. J. Calise
                                            ----------------------------
                                            Nicholas J. Calise
                                            Vice President, Associate
                                            General Counsel and Secretary


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on April 14, 1999  by  the following  persons in
the capacities indicated.


/s/Jeanette Grasselli Brown*            /s/David L. Burner*
----------------------------            ----------------------------
(Jeanette Grasselli Brown)              (David L. Burner)
Director                                Chairman of the Board, President
                                        Chief Executive Officer and Director
                                        (Principal Executive Officer)

/s/L. A. Chapman
----------------------------
(Laurence A. Chapman)                   /s/George A. Davidson, Jr.*
Senior Vice President and               ----------------------------
Chief Financial Officer                 (George A. Davidson, Jr.)
(Principal Financial Officer)           Director



/s/Diane C. Creel*
----------------------------
(Diane C. Creel)
Director


/s/James J. Glasser                     /s/Jodie K. Glore *
----------------------------            ----------------------------
(James J. Glasser)                      (Jodie K. Glore)
Director                                Director


/s/Robert D. Koney, Jr.*                 /s/Douglas E. Olesen *
----------------------------            ----------------------------
(Robert D. Koney, Jr.)                  (Douglas E. Olesen)
Vice President and Controller           Director
(Principal Accounting Officer)


/s/Richard de J. Osborne*               /s/Alfred M. Rankin, Jr.*
----------------------------            ----------------------------
(Richard de J. Osborne)                 (Alfred M. Rankin, Jr.)
Director                                Director


/s/Robert H. Rau*                       /s/J. R. Wilson*
----------------------------            ----------------------------
(Robert H. Rau)                         (James R. Wilson)
Director                                Director


/s/A. T. Young*
----------------------------
(A. Thomas Young)
Director


*The  undersigned,  as  attorney-in-fact,  does  hereby  sign this  Registration
Statement on behalf of each of the officers and directors indicated above.


/s/N. J. Calise
----------------------------
Nicholas J. Calise
<PAGE>



                                 EXHIBITS INDEX


EXHIBIT
NO.

                                                                               
5       Opinion  of  Nicholas J.  Calise,  Esquire,  Vice  President,  Associate
        General Counsel and Secretary of the Company,  as to the legality of the
        Common Stock being registered.

23(a)   Consent of Ernst & Young LLP, independent auditors.

23(b)   Consent of Deloitte & Touche LLP, independent auditors

23(c)   Consent of Nicholas J. Calise, Esquire (contained in his  opinion  filed
        as Exhibit 5).

24(a)   Power of Attorney.

24(b)   Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "S-8 REGARDING COLTEC STOCK OPTION PLANS", "secsgml_size_bytes": 23097}]
{"company-data": {"conformed-name": "GOODRICH B F CO", "cik": "0000042542", "assigned-sic": "3760", "irs-number": "340252680", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76297", "film-number": "99593853"}, "business-address": {"street1": "4020 KINROSS LAKES PKWY", "city": "RICHFIELD", "state": "OH", "zip": "44286-9368", "phone": "3306597600"}, "mail-address": {"street1": "4020 KINROSS LAKES PARKWAY", "city": "RICHFIELD", "state": "OH", "zip": "44286-9368"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

NEW YORK                                              34-0252680
-------------------------------                    ------------------    
(State or other jurisdiction of                     (I.R.S.Employer
incorporation or organization)                     Identification No.)

4020 Kinross Lakes Parkway, Richfield, Ohio             44286-9368
-------------------------------------------             ----------
(Address of Principal Executive Offices)                (Zip Code)

           COLTEC INDUSTRIES INC'S 1992 STOCK OPTION PLAN
           COLTEC INDUSTRIES INC'S 1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
           ---------------------------------------------------------
                            (Full title of the plan)

  Nicholas J. Calise, Vice President, Associate General Counsel, and Secretary
                            The B.F.Goodrich Company
                           4020 Kinross Lakes Parkway
                           Richfield, Ohio 44286-9368
                     ---------------------------------------
                     (Name and address of agent for service)

                                  (330) 659-7711
            -------------------------------------------------------------
            (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
Title of                        maximum         maximum
securities       Amount         offering        aggregate       Amount of
to be            to be          price           offering        registration
registered       registered     per share (1)   price (1)       fee
----------       ------------   -------------   ----------      ------------
Common Stock     3,061,520      $32.875         $100,647,470     $27,980.00
In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

     1)    Estimated solely for the purpose  of determining the registration fee
           based on the closing price of the Common Stock under the consolidated
           reporting system for April 6, 1999.
PART II           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  DOCUMENTS INCORPORATED BY REFERENCE (Item 3)

The following  documents of The  B.F.Goodrich  Company (or the "Company")  filed
with the Commission (File No. 1-892) pursuant to the Securities  Exchange Act of
1934, as amended (the "1934 Act") are incorporated herein by reference:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 1998  and  Current  Reports on Form 8-K dated February 19,
         1999, February 25, 1999 and April 12, 1999.

         (b) All reports and other documents  subsequently  filed by the Company
         and the Plan  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the
         1934 Act  prior  to the  filing  of a  post-effective  amendment  which
         indicates  that all  securities  offered hereby have been sold or which
         deregisters  all  securities  remaining  unsold,  shall be deemed to be
         incorporated by reference  herein and to be a part hereof from the date
         of the filing of such reports and documents.

         (c) The description of the Company's Common Stock which is contained in
         the Company's registration statement No. 333-74067 on Form S-4.

                 INTEREST OF NAMED EXPERTS AND COUNSEL (Item 5)

The  validity  of the  securities  offered  hereby  will be passed  upon for the
Company by Nicholas J. Calise,  Vice  President,  Associate  General Counsel and
Secretary of the Company.  As of April 6, 1999 Mr. Calise owned 13,617 shares of
the  Company's  Common  Stock,  had  deferred  receipt  of  6,127  shares of the
Company's Common  Stock  under  the  Company's  Long-Term  Incentive  Plan;  had
contingently credited to his account 2,692  phantom  shares  under the 1998-2000
Long-Term  Incentive  Plan  and  3,225  shares  under  the  1999-2001  Long-Term
Incentive Plan, has options to purchase 87,100 shares of Common Stock;  and  had
credited  to  his  account  in  the  Company's  Retirement  Plus  Savings   Plan
approximately 5,855  shares  of  Common  Stock.  In  addition, Mr. Calise's wife
owns 1,000 shares, although Mr. Calise  disclaims  beneficial ownership of these
shares.

               INDEMNIFICATION OF DIRECTORS AND OFFICERS (Item 6)

Under the Company's Restated Certificate of Incorporation no member of the Board
of  Directors  shall  have  any  personal   liability  to  the  Company  or  its
shareholders for damages for any breach of duty in such capacity,  provided that
such  liability  shall not be limited if a judgment or other final  adjudication
adverse to the Director  establishes  that his or her acts or omissions  were in
bad faith or involved  intentional  misconduct or a knowing  violation of law or
that  the  Director  personally  gained  in fact a  financial  profit  or  other
advantage  to which he or she was not legally  entitled  or that the  Director's
acts violated  section 719 of the New York Business  Corporation  Law ("B.C.L.")
(generally relating to the improper declaration of dividends, improper purchases
of shares,  improper  distribution  of assets after  dissolution,  or making any
improper  loans  to  directors  contrary  to  specified  statutory  provisions).
Reference is made to Article  TWELFTH of the Company's  Restated  Certificate of
Incorporation  filed as Exhibit 3(A) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998.

Under the Company's By-Laws,  any person made, or threatened to be made, a party
to an action or  proceeding  by reason  of the fact  that he,  his  testator  or
intestate  is or was a director  or  officer of the  Company or served any other
corporation  in any capacity at the request of the Company shall be  indemnified
by the Company to the extent and in a manner  permissible  under the laws of the
State of New York.

In addition,  the Company's  By-Laws provide  indemnification  for directors and
officers where they are acting on behalf of the Company where the final judgment
does not  establish  that the  director  or  officer  acted in bad  faith or was
deliberately dishonest, or gained a financial profit or other advantage to which
he was not legally entitled. The By-Laws provide that the indemnification rights
shall be deemed to be "contract rights" and continue after a person ceases to be
a director or officer or after  rescission or  modification  of the By-Laws with
respect to prior occurring events. They also provide directors and officers with
the benefit of any  additional  indemnification  which may be permitted by later
amendment to the B.C.L.  The By-Laws further provide for advancement of expenses
and specify  procedures in seeking and obtaining  indemnification.  Reference is
made to  Article  VI of the  Company's  By-Laws  filed  as  Exhibit  3(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
The Company has insurance to indemnify  its  directors and officers,  within the
limits of the Company's insurance policies,  for those liabilities in respect of
which such indemnification insurance is permitted under the laws of the State of
New York.

Reference is made to Sections 721-726 of the B.C.L., which are summarized below.

Section 721 of the B.C.L. provides that indemnification pursuant to B.C.L. shall
not be deemed exclusive of other  indemnification  rights to which a director or
officer  may be  entitled,  provided  that no  indemnification  may be made if a
judgment  or  other  final  adjudication  adverse  to the  director  or  officer
establishes  that (i) his acts were committed in bad faith or were the result of
active  and  deliberate  dishonesty, and, in  either case, were  material to the
cause of action so adjudicated, or (ii) he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

Section  722(a) of the  B.C.L.  provides  that a  corporation  may  indemnify  a
director or officer  made,  or  threatened  to be made,  a party to any civil or
criminal  action,  other than a derivative  action,  against  judgments,  fines,
amounts paid in settlement  and  reasonable  expenses  actually and  necessarily
incurred as a result of such action or  proceeding,  or any appeal  therein,  if
such director or officer acted in good faith,  for a purpose which he reasonably
believed to be in the best interests of the corporation and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful.  With respect to derivative actions,  Section 722(c) of the B.C.L.
provides that a director or officer may be indemnified only against amounts paid
in settlement and reasonable  expenses,  including attorneys' fees, actually and
necessarily  incurred  in  connection  with the  defense or  settlement  of such
action, or any appeal therein,  if such director or officer acted in good faith,
for a purpose  which he reasonably  believed to be in the best  interests of the
corporation  and  that no  indemnification  shall  be made in  respect  of (1) a
threatened  action,  or a pending action which is settled or otherwise  disposed
of, or (2) any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation unless and to the extent an appropriate
court determines that the person is fairly and reasonably entitled to partial or
full indemnification.

Section  723 of the  B.C.L.  specifies  the  manner  in  which  payment  of such
indemnification  may  be  authorized  by  the  corporation.   It  provides  that
indemnification  by a corporation is mandatory in any case in which the director
or officer has been successful, whether on the merits or otherwise, in defending
an action.  In the event that the director or officer has not been successful or
the action is settled,  indemnification  may be made by the corporation  only if
authorized by any of the corporate actions set forth in such Section 723 (unless
the  corporation  has  provided  for  indemnification  in some  other  manner as
otherwise permitted by Section 721 of the B.C.L.).

Section 724 of the B.C.L. provides that upon proper application by a director or
officer,  indemnification  shall be awarded by a court to the extent  authorized
under  Sections  722 and 723 of the B.C.L.  

Section  725 of the B.C.L.  contains  certain  other  miscellaneous   provisions
affecting the indemnification of directors and officers, including provision for
the return of amounts paid as indemnification if any such person  is  ultimately
found not to be entitled thereto.

Section 726 of the B.C.L.  authorizes the purchase and  maintenance of insurance
to indemnify (1) a corporation for any obligation which it incurs as a result of
the  indemnification  of directors and officers  under the above  sections,  (2)
directors  and  officers  in  instances  in which they may be  indemnified  by a
corporation under such sections,  and (3) directors and officers in instances in
which  they  may not  otherwise  be  indemnified  by a  corporation  under  such
sections,  provided  the  contract of  insurance  covering  such  directors  and
officers provides,  in a manner acceptable to the New York State  Superintendent
of Insurance, for a retention amount and for co-insurance.
EXEMPTION FROM REGISTRATION CLAIMED (Item 7)

Not applicable.

                                EXHIBITS (Item 8)

The following exhibits are filed as part of this Registration Statement:

4(a)    1992 Stock Option and Incentive Plan of Coltec Industries Inc, filed  as
        Exhibit  10.24  to  Coltec's  Annual  Report  on  Form 10-K for the year
        ended December 31, 1991 is incorporated herein by reference.

4(b)    Amendment No. 1  to Coltec's 1992 Stock Option and Incentive Plan, filed
        as Exhibit 10.15  to  Coltec's  Annual  Report on Form 10-K for the year
        ended December 31, 1993 is incorporated herein by reference.

4(c)    Second Amendment to Coltec's 1992 Stock Option and Incentive Plan, filed
        as Exhibit 10.3  to  Coltec's  Quarterly  Report  on  Form 10-Q  for the
        quarter ended September 28, 1997 is incorporated herein by reference.

4(d)    Amendment No. 3 to Coltec's 1992 Stock Option and Incentive Plan,  filed
        as Exhibit A to Coltec's definitive proxy statement filed March 26, 1997
        is incorporated herein by reference.

4(e)    1994 Stock Option Plan for Outside Directors of Coltec, filed as Exhibit
        10.18 to Coltec's Annual Report on Form 10-K for the year ended December
        31, 1993 is incorporated herein by reference.

4(f)    First  Amendment  to  Coltec's  1994  Stock  Option  Plan   for  Outside
        Directors, filed as Exhibit 10.5 to Coltec's  Quarterly  Report  on Form
        10-Q for the quarter ended September 28, 1997 is incorporated  herein by
        reference.

4(g)    Second  Amendment  to  Coltec's  1994  Stock  Option  Plan  for  Outside
        Directors, filed as Exhibit 10.26 to Coltec's Annual Report on Form 10-K
        for  the  year  ended  December  31, 1997  is  incorporated   herein  by
        reference.

4(h)    Amendment  No. 3  to  Coltec's  1994  Stock  Option  Plan   for  Outside
        Directors,  filed  as  Exhibit B  to Coltec's definitive proxy statement
        filed March 12, 1998 is incorporated herein by reference.

4(i)    Rights Agreement,  dated as of June 2, 1997,  between  The  B.F.Goodrich
        Company and The Bank of New York which includes the form of  Certificate
        of  Amendment  setting  forth  the  terms  of  the  Junior Participating
        Preferred Stock,  Series F,  Par  Value  $1 per share, as Exhibit A, the
        form of Right  Certificate  as  Exhibit B  and  the Summary of Rights to
        Purchase Preferred Shares as  Exhibit C  which was filed as Exhibit 1 to
        Form 8-A filed June 19, 1997, is incorporated herein by reference.

5       Opinion  of  Nicholas  J.  Calise,  Esquire,  Vice President,  Associate
        General Counsel and Secretary  of the Company, as to the legality of the
        Common Stock being registered.

23(a)   Consent of Ernst & Young LLP, independent auditors.

23(b)   Consent of Deloitte & Touche LLP, independent auditors.

23(c)   Consent of Nicholas J. Calise,  Esquire  (contained in his opinion filed
        as Exhibit 5).

24(a)   Power of Attorney.

24(b)   Power of Attorney.
UNDERTAKINGS (Item 9)

The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)  To include  any  prospectus  by  section  10(a)(3) of the
Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of the  registration  statement  (or the most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total  dollar  value  of securities offered would not
exceed that which was registered) and any deviation  from the low or high end of
the estimated maximum offering range may be reflected  in the form of prospectus
filed with the Commission  pursuant  to  Rule 424(b)  if,  in the aggregate, the
changes in volume and price represent  no  more  than  20 percent  change in the
maximum aggregate offering price  set  forth in the "Calculation of Registration
Fee" table in the effective registration statement.

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the registration  statement or
any material change to such information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the  registrant's
annual  report  pursuant  to section  13(a) or section  15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (4)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors, officers  and  controlling
persons of the registrant pursuant to the foregoing  provisions,  or  otherwise,
the registrant  has  been  advised  that  in  the opinion of the Securities  and
Exchange Commission such indemnification  is  against public policy as expressed
in the Act and is, therefore, unenforceable.  In the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses incurred or paid by a  director,  officer  or controlling
person of the registrant in the successful  defense  of  any  action,  suit,  or
proceeding)  is asserted  by  such  director, officer, or controlling  person in
connection  with   the  securities being registered, the registrant will, unless
in the opinion  of  its counsel  the  matter  has been  settled  by  controlling
precedent,  submit  to  a court of appropriate jurisdiction the question whether
such indemnification  by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Richfield, State of Ohio, on April 14, 1999.

                                            THE B.F.GOODRICH COMPANY

                                            By  /s/N. J. Calise
                                            ----------------------------
                                            Nicholas J. Calise
                                            Vice President, Associate
                                            General Counsel and Secretary

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on April 14, 1999  by  the following  persons in
the capacities indicated.

/s/Jeanette Grasselli Brown*            /s/David L. Burner*
----------------------------            ----------------------------
(Jeanette Grasselli Brown)              (David L. Burner)
Director                                Chairman of the Board, President
                                        Chief Executive Officer and Director
                                        (Principal Executive Officer)

/s/L. A. Chapman
----------------------------
(Laurence A. Chapman)                   /s/George A. Davidson, Jr.*
Senior Vice President and               ----------------------------
Chief Financial Officer                 (George A. Davidson, Jr.)
(Principal Financial Officer)           Director

/s/Diane C. Creel*
----------------------------
(Diane C. Creel)
Director

/s/James J. Glasser                     /s/Jodie K. Glore *
----------------------------            ----------------------------
(James J. Glasser)                      (Jodie K. Glore)
Director                                Director

/s/Robert D. Koney, Jr.*                 /s/Douglas E. Olesen *
----------------------------            ----------------------------
(Robert D. Koney, Jr.)                  (Douglas E. Olesen)
Vice President and Controller           Director
(Principal Accounting Officer)

/s/Richard de J. Osborne*               /s/Alfred M. Rankin, Jr.*
----------------------------            ----------------------------
(Richard de J. Osborne)                 (Alfred M. Rankin, Jr.)
Director                                Director

/s/Robert H. Rau*                       /s/J. R. Wilson*
----------------------------            ----------------------------
(Robert H. Rau)                         (James R. Wilson)
Director                                Director

/s/A. T. Young*
----------------------------
(A. Thomas Young)
Director

*The  undersigned,  as  attorney-in-fact,  does  hereby  sign this  Registration
Statement on behalf of each of the officers and directors indicated above.

/s/N. J. Calise
----------------------------
Nicholas J. Calise
EXHIBITS INDEX

EXHIBIT
NO.

                                                                               
5       Opinion  of  Nicholas J.  Calise,  Esquire,  Vice  President,  Associate
        General Counsel and Secretary of the Company,  as to the legality of the
        Common Stock being registered.

23(a)   Consent of Ernst & Young LLP, independent auditors.

23(b)   Consent of Deloitte & Touche LLP, independent auditors

23(c)   Consent of Nicholas J. Calise, Esquire (contained in his  opinion  filed
        as Exhibit 5).

24(a)   Power of Attorney.

24(b)   Power of Attorney.