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)

           THE B.F.GOODRICH COMPANY SAVINGS BENEFIT RESTORATION PLAN
           ---------------------------------------------------------
                            (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)

                                  (216) 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 (1)        registered      per share    price (2)      fee
-----------------    ------------    ----------    -----------    ------------

<S>                   <C>             <C>          <C>            <C>   
Deferred Compensa-    $15,000,000     $ 0          $15,000,000    $5,000
tion Obligations
</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)    The   Deferred   Compensation    Obligations   are   unsecured
           obligations  of  The  B.F.Goodrich  Company  to  pay  deferred
           compensation in the future in accordance with the terms of The
           B.F.Goodrich Company Savings Benefit Restoration Plan.

     2)    Estimated solely for the purpose of determining the registration fee.


<PAGE>



PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or given to  participating  employees as specified by Rule 428(b) (1) of
the  Securities  Act of 1933,  as amended.  These  documents  and the  documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitutes a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.








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, 1995, and the Company's Quarterly Reports on Form 10-Q for
         the quarters  ended March 31,  1996,  June 30, 1996 and  September  30,
         1996.

         (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.

All documents  subsequently filed by the registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 then remaining  unsold,  shall be deemed to be
incorporated by reference in this registration  statement and to be part thereof
from the date of filing of such documents.





<PAGE>



                       DESCRIPTION OF SECURITIES (Item 4)

The  B.F.Goodrich  Company Savings Benefit  Restoration Plan (the "Plan") allows
eligible  employees who meet the criteria for participation in the Plan to defer
receipt of a percentage of their compensation for a particular calendar year, as
elected by them prior to the calendar year in which such compensation is earned,
until a date, as selected by them,  after their  employment  with the registrant
has  terminated by reason of retirement,  as defined in the Plan.  Such deferral
amounts  shall be credited (or debited) with earnings (or losses) based upon the
performance of certain investment  options selected by participating  employees.
In the event that any such employee  terminates  employment prior to retirement,
the amounts  deferred by that employee,  as adjusted for any earnings or losses,
shall be paid promptly after such employee's termination date. Those eligible to
participate in the Plan shall consist of those management employees whose annual
compensation exceeds a level set forth in the Plan (the "Participants").  To the
extent that the amounts deferred relate to a level of compensation which exceeds
the maximum set forth in section  401(a)(17) of the Internal  Revenue Code,  the
registrant  shall,  in  certain  circumstances  as set  forth in the  Plan,  add
matching contributions to amounts deferred by an employee.

The amounts deferred, together with any matching contributions of the registrant
and any earnings,  shall not be held in separate  accounts for each Participant,
but shall constitute  general  obligations of the registrant to pay such amounts
(plus earnings thereon) to such Participants in accordance with the terms of the
Plan and the payout elections made by such Participants.  It is the intention of
the  registrant to establish a trust to hold an amount  approximating  the total
value of the  obligations of the  registrant  under the Plan. The registrant has
entered  into a trust  agreement  with  NBD  Bank,  Detroit,  Michigan  for such
purpose.  Under the terms of the trust, the assets held therein shall be for the
sole purpose of meeting the obligations of the registrant to Participants in the
Plan,  except that in the event of the insolvency of the  registrant,  the trust
fund shall be subject to the claims of the general  creditors of the registrant.
As a result,  Participants  shall be general  creditors of the  registrant  with
respect to the amounts credited to their accounts and they shall have no special
or priority claim with respect to any such assets, except as such may be granted
under federal bankruptcy law.

Amounts  deferred by  Participants  and any matching  contributions  made by the
registrant shall be credited with earnings (or debited with losses),  based upon
the  investment  performance  of certain  investment  funds as  selected by each
Participant  from a group of  investment  funds  offered  under the  Plan.  Such
amounts shall not actually be invested in such funds.

Except as set forth in the Plan, or as otherwise provided by applicable law, the
interest of any person in the Plan, in the Trust,  or in any  distribution to be
made under the Plan may not be assigned,  pledged,  alienated,  anticipated,  or
otherwise  encumbered  (either at law or in equity)  and shall not be subject to
attachment,  bankruptcy,   garnishment,  levy,  execution,  or  other  legal  or
equitable  process.  Each  Participant  in the Plan has the right to designate a
Beneficiary to receive the balance, if any, of the Participant's  account at the
time of the  Participant's  death and shall have the right at any time to revoke
such designation or to substitute another such Beneficiary.

The  registrant's  Board of Directors  has the right to amend or terminate  this
Plan at any time and for any reason,  provided,  however,  that no  amendment or
termination of  the Plan shall reduce any Participant's or Beneficiary's  rights
or benefits accrued  under the Plan before the date the  amendment is adopted or
the  Plan  is  terminated,  as  appropriate,  including  the  Participant's   or
Beneficiary's  right to payment of the balance  of this account as of such date.

The amounts deferred under the Plan are not convertible into another security of
the  registrant.  NBD Bank has been  appointed as Trustee  pursuant to the Trust
Agreement to take action with respect to the accounts of Participants.




<PAGE>



                 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.  Mr. Calise owns 23,840 shares of the Company's Common
Stock,  has options to purchase 84,500 shares of Common Stock;  and had credited
to his account in the  Company's  Retirement  Plus Savings Plan as of January 6,
1997, 4,141 shares of Common Stock.






               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  Quarterly  Report on Form
10-Q for the quarter ended September 30, 1988.

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 Annual Report on Form 10-K for the year ended December 31, 1990.

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.


<PAGE>


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.




<PAGE>



                                EXHIBITS (Item 8)


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

                                                               
  4a)   Rights  Agreement  between   The   B.F.Goodrich   Company   and   Morgan
        Shareholder  Services  Trust  Company,  as  Rights  Agent, dated  as  of
        July 20, 1987  and  amended  and  restated  as of December 7, 1987 which
        includes as Exhibit A thereto, the form of Designation, Preferences  and
        Rights of Cumulative Participating Preferred Stock, Series E; as Exhibit
        B thereto, the Form of Rights Certificate;  as  Exhibit  C  thereto, the
        Summary of Rights to Purchase Preferred Stock; and the Supplement to the
        Summary of Rights to Purchase Preferred Stock.  This exhibit  was  filed
        with the same designation  as  an  exhibit  to  the  Company's Form 10-K
        Annual Report for the year ended December 31, 1987,  and is incorporated
        herein by reference.  Agreement dated as of August 1, 1989, substituting
        The Bank of New York as Rights Agent and Agreement dated as of August 1,
        1989 with  The  Bank  of  New York  amending the Rights Agreement.  This
        exhibit was filed  with  the  same  designation  as  an  exhibit  to the
        Company's Form 10-K Annual Report for the year ended  December 31, 1989,
        and is incorporated herein by reference.

  4b)   The B.F.Goodrich Company Savings Benefit Restoration Plan.

  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.

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

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

  24)   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;

                  (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.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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.

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 City of Akron, State of Ohio, on January 13, 1997.

                                            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 October 21, 1996 by the following  persons in
the capacities indicated.



/s/Jeanette Grasselli Brown*            /s/David L. Burner*
----------------------------            ----------------------------
(Jeanette Grasselli Brown)              (David L. Burner)
Director                                President and Director




/s/George A. Davidson, Jr.*             /s/Richard K. Davidson*
----------------------------            ----------------------------
(George A. Davidson)                    (Richard K. Davidson)
Director                                Director



/s/James J. Glasser*
----------------------------            ----------------------------
(James J. Glasser)                      (Thomas H. O'Leary)
Director                                Director



/s/Douglas E. Olesen*                   /s/John D. Ong*
----------------------------            ----------------------------
(Douglas E. Olesen)                     (John D. Ong)
Director                                Chairman of the Board, Chief
                                        Executive Officer and Director
                                        (Principal Executive Officer)




<PAGE>



/s/Richard de J. Osborne*               /s/Joseph A. Pichler*
----------------------------            ----------------------------
(Richard de J. Osborne)                 (Joseph A. Pichler)
Director                                Director



/s/Alfred M. Rankin*                    /s/Steven G. Rolls*
----------------------------            ----------------------------
(Alfred M. Rankin)                      (Steven G. Rolls)
Director                                Vice President and Controller
                                        (Principal Accounting Officer)



/s/Ian M. Ross*                         /s/D. Lee Tobler*
----------------------------            ----------------------------
(Ian M. Ross)                           (D. Lee Tobler)
Director                                Executive Vice President and Director
                                        (Principal Financial Officer)



                                        /s/A. Thomas Young*
----------------------------            ----------------------------
(William L. Wallace)                    (A. Thomas Young)
Director                                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



THE B.F.GOODRICH COMPANY SAVINGS BENEFIT RESTORATION PLAN
---------------------------------------------------------



By: /s/Gary L. Habegger
----------------------------
Gary L. Habegger
Member, Plan Committee



<PAGE>



                                 EXHIBITS INDEX


EXHIBIT
NO.

                                                                               
4a)     Rights Agreement between The B.F.Goodrich Company and Morgan Shareholder
        Services Trust Company, as Rights Agent, dated  as  of July 20, 1987 and
        amended and restated as of December 7, 1987 which  includes as Exhibit A
        thereto, the form of Designation, Preferences and  Rights  of Cumulative
        Participating Preferred Stock, Series E; as Exhibit B  thereto, the Form
        of Rights Certificate;  as  Exhibit C thereto, the  Summary of Rights to
        Purchase Preferred Stock; and the Supplement to the Summary of Rights to
        Purchase  Preferred  Stock.   This  exhibit  was  filed  with  the  same
        designation as an exhibit to the Company's  Form  10-K Annual Report for
        the  year  ended  December 31,  1987,  and  is  incorporated  herein  by
        reference.  Agreement dated as  of August 1, 1989, substituting The Bank
        of New York as Rights Agent  and  Agreement  dated  as of August 1, 1989
        with The Bank of New York amending the  Rights Agreement.   This exhibit
        was filed with the same designation as  an exhibit to the Company's Form
        10-K Annual  Report  for  the  year  ended  December  31,  1989,  and is
        incorporated herein by reference.

4b)     The B.F.Goodrich Company Savings Benefit Restoration Plan.

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.

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

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

24)     Power of Attorney.
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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)

           THE B.F.GOODRICH COMPANY SAVINGS BENEFIT RESTORATION PLAN
           ---------------------------------------------------------
                            (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)

                                  (216) 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 (1)        registered      per share    price (2)      fee
-----------------    ------------    ----------    -----------    ------------
Deferred Compensa-    $15,000,000     $ 0          $15,000,000    $5,000
tion Obligations
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)    The   Deferred   Compensation    Obligations   are   unsecured
           obligations  of  The  B.F.Goodrich  Company  to  pay  deferred
           compensation in the future in accordance with the terms of The
           B.F.Goodrich Company Savings Benefit Restoration Plan.

     2)    Estimated solely for the purpose of determining the registration fee.
PART I            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s)  containing the information specified in Part I of Form S-8 will
be sent or given to  participating  employees as specified by Rule 428(b) (1) of
the  Securities  Act of 1933,  as amended.  These  documents  and the  documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitutes a prospectus
that meets the  requirements  of Section 10(a) of the Securities Act of 1933, as
amended.

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, 1995, and the Company's Quarterly Reports on Form 10-Q for
         the quarters  ended March 31,  1996,  June 30, 1996 and  September  30,
         1996.

         (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.

All documents  subsequently filed by the registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange 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 then remaining  unsold,  shall be deemed to be
incorporated by reference in this registration  statement and to be part thereof
from the date of filing of such documents.
DESCRIPTION OF SECURITIES (Item 4)

The  B.F.Goodrich  Company Savings Benefit  Restoration Plan (the "Plan") allows
eligible  employees who meet the criteria for participation in the Plan to defer
receipt of a percentage of their compensation for a particular calendar year, as
elected by them prior to the calendar year in which such compensation is earned,
until a date, as selected by them,  after their  employment  with the registrant
has  terminated by reason of retirement,  as defined in the Plan.  Such deferral
amounts  shall be credited (or debited) with earnings (or losses) based upon the
performance of certain investment  options selected by participating  employees.
In the event that any such employee  terminates  employment prior to retirement,
the amounts  deferred by that employee,  as adjusted for any earnings or losses,
shall be paid promptly after such employee's termination date. Those eligible to
participate in the Plan shall consist of those management employees whose annual
compensation exceeds a level set forth in the Plan (the "Participants").  To the
extent that the amounts deferred relate to a level of compensation which exceeds
the maximum set forth in section  401(a)(17) of the Internal  Revenue Code,  the
registrant  shall,  in  certain  circumstances  as set  forth in the  Plan,  add
matching contributions to amounts deferred by an employee.

The amounts deferred, together with any matching contributions of the registrant
and any earnings,  shall not be held in separate  accounts for each Participant,
but shall constitute  general  obligations of the registrant to pay such amounts
(plus earnings thereon) to such Participants in accordance with the terms of the
Plan and the payout elections made by such Participants.  It is the intention of
the  registrant to establish a trust to hold an amount  approximating  the total
value of the  obligations of the  registrant  under the Plan. The registrant has
entered  into a trust  agreement  with  NBD  Bank,  Detroit,  Michigan  for such
purpose.  Under the terms of the trust, the assets held therein shall be for the
sole purpose of meeting the obligations of the registrant to Participants in the
Plan,  except that in the event of the insolvency of the  registrant,  the trust
fund shall be subject to the claims of the general  creditors of the registrant.
As a result,  Participants  shall be general  creditors of the  registrant  with
respect to the amounts credited to their accounts and they shall have no special
or priority claim with respect to any such assets, except as such may be granted
under federal bankruptcy law.

Amounts  deferred by  Participants  and any matching  contributions  made by the
registrant shall be credited with earnings (or debited with losses),  based upon
the  investment  performance  of certain  investment  funds as  selected by each
Participant  from a group of  investment  funds  offered  under the  Plan.  Such
amounts shall not actually be invested in such funds.

Except as set forth in the Plan, or as otherwise provided by applicable law, the
interest of any person in the Plan, in the Trust,  or in any  distribution to be
made under the Plan may not be assigned,  pledged,  alienated,  anticipated,  or
otherwise  encumbered  (either at law or in equity)  and shall not be subject to
attachment,  bankruptcy,   garnishment,  levy,  execution,  or  other  legal  or
equitable  process.  Each  Participant  in the Plan has the right to designate a
Beneficiary to receive the balance, if any, of the Participant's  account at the
time of the  Participant's  death and shall have the right at any time to revoke
such designation or to substitute another such Beneficiary.

The  registrant's  Board of Directors  has the right to amend or terminate  this
Plan at any time and for any reason,  provided,  however,  that no  amendment or
termination of  the Plan shall reduce any Participant's or Beneficiary's  rights
or benefits accrued  under the Plan before the date the  amendment is adopted or
the  Plan  is  terminated,  as  appropriate,  including  the  Participant's   or
Beneficiary's  right to payment of the balance  of this account as of such date.

The amounts deferred under the Plan are not convertible into another security of
the  registrant.  NBD Bank has been  appointed as Trustee  pursuant to the Trust
Agreement to take action with respect to the accounts of Participants.
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.  Mr. Calise owns 23,840 shares of the Company's Common
Stock,  has options to purchase 84,500 shares of Common Stock;  and had credited
to his account in the  Company's  Retirement  Plus Savings Plan as of January 6,
1997, 4,141 shares of Common Stock.

               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  Quarterly  Report on Form
10-Q for the quarter ended September 30, 1988.

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 Annual Report on Form 10-K for the year ended December 31, 1990.

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:

                                                               
  4a)   Rights  Agreement  between   The   B.F.Goodrich   Company   and   Morgan
        Shareholder  Services  Trust  Company,  as  Rights  Agent, dated  as  of
        July 20, 1987  and  amended  and  restated  as of December 7, 1987 which
        includes as Exhibit A thereto, the form of Designation, Preferences  and
        Rights of Cumulative Participating Preferred Stock, Series E; as Exhibit
        B thereto, the Form of Rights Certificate;  as  Exhibit  C  thereto, the
        Summary of Rights to Purchase Preferred Stock; and the Supplement to the
        Summary of Rights to Purchase Preferred Stock.  This exhibit  was  filed
        with the same designation  as  an  exhibit  to  the  Company's Form 10-K
        Annual Report for the year ended December 31, 1987,  and is incorporated
        herein by reference.  Agreement dated as of August 1, 1989, substituting
        The Bank of New York as Rights Agent and Agreement dated as of August 1,
        1989 with  The  Bank  of  New York  amending the Rights Agreement.  This
        exhibit was filed  with  the  same  designation  as  an  exhibit  to the
        Company's Form 10-K Annual Report for the year ended  December 31, 1989,
        and is incorporated herein by reference.

  4b)   The B.F.Goodrich Company Savings Benefit Restoration Plan.

  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.

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

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

  24)   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;

                  (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.

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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.

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 City of Akron, State of Ohio, on January 13, 1997.

                                            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 October 21, 1996 by the following  persons in
the capacities indicated.

/s/Jeanette Grasselli Brown*            /s/David L. Burner*
----------------------------            ----------------------------
(Jeanette Grasselli Brown)              (David L. Burner)
Director                                President and Director

/s/George A. Davidson, Jr.*             /s/Richard K. Davidson*
----------------------------            ----------------------------
(George A. Davidson)                    (Richard K. Davidson)
Director                                Director

/s/James J. Glasser*
----------------------------            ----------------------------
(James J. Glasser)                      (Thomas H. O'Leary)
Director                                Director

/s/Douglas E. Olesen*                   /s/John D. Ong*
----------------------------            ----------------------------
(Douglas E. Olesen)                     (John D. Ong)
Director                                Chairman of the Board, Chief
                                        Executive Officer and Director
                                        (Principal Executive Officer)
/s/Richard de J. Osborne*               /s/Joseph A. Pichler*
----------------------------            ----------------------------
(Richard de J. Osborne)                 (Joseph A. Pichler)
Director                                Director

/s/Alfred M. Rankin*                    /s/Steven G. Rolls*
----------------------------            ----------------------------
(Alfred M. Rankin)                      (Steven G. Rolls)
Director                                Vice President and Controller
                                        (Principal Accounting Officer)

/s/Ian M. Ross*                         /s/D. Lee Tobler*
----------------------------            ----------------------------
(Ian M. Ross)                           (D. Lee Tobler)
Director                                Executive Vice President and Director
                                        (Principal Financial Officer)

                                        /s/A. Thomas Young*
----------------------------            ----------------------------
(William L. Wallace)                    (A. Thomas Young)
Director                                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

THE B.F.GOODRICH COMPANY SAVINGS BENEFIT RESTORATION PLAN
---------------------------------------------------------

By: /s/Gary L. Habegger
----------------------------
Gary L. Habegger
Member, Plan Committee
EXHIBITS INDEX

EXHIBIT
NO.

                                                                               
4a)     Rights Agreement between The B.F.Goodrich Company and Morgan Shareholder
        Services Trust Company, as Rights Agent, dated  as  of July 20, 1987 and
        amended and restated as of December 7, 1987 which  includes as Exhibit A
        thereto, the form of Designation, Preferences and  Rights  of Cumulative
        Participating Preferred Stock, Series E; as Exhibit B  thereto, the Form
        of Rights Certificate;  as  Exhibit C thereto, the  Summary of Rights to
        Purchase Preferred Stock; and the Supplement to the Summary of Rights to
        Purchase  Preferred  Stock.   This  exhibit  was  filed  with  the  same
        designation as an exhibit to the Company's  Form  10-K Annual Report for
        the  year  ended  December 31,  1987,  and  is  incorporated  herein  by
        reference.  Agreement dated as  of August 1, 1989, substituting The Bank
        of New York as Rights Agent  and  Agreement  dated  as of August 1, 1989
        with The Bank of New York amending the  Rights Agreement.   This exhibit
        was filed with the same designation as  an exhibit to the Company's Form
        10-K Annual  Report  for  the  year  ended  December  31,  1989,  and is
        incorporated herein by reference.

4b)     The B.F.Goodrich Company Savings Benefit Restoration Plan.

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.

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

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

24)     Power of Attorney.