GOODRICH B F CO, S-3, 1999-03-24

GOODRICH B F CO
S-3, 1999-03-24
GUIDED MISSILES & SPACE VEHICLES & PARTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------

FORM S-3
-------------------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------

THE B.F.GOODRICH COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
NEW YORK 4020 KINROSS LAKES PARKWAY 34-0252680
(STATE OR OTHER JURISDICTION OF RICHFIELD, OHIO 44286-9368 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) (330) 659-7600 IDENTIFICATION NUMBER)
</TABLE>

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------

NICHOLAS J. CALISE
SECRETARY
THE B.F.GOODRICH COMPANY
4020 KINROSS LAKES PARKWAY
RICHFIELD, OHIO 44286-9368
(330) 659-7600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-------------------------
COPIES TO:

DYNDA A. THOMAS, ESQ.
SQUIRE, SANDERS & DEMPSEY L.L.P.
4900 KEY TOWER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1304
(216) 479-8500
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5 par value....... 2,865,744 shares(2) $34.375 $98,509,950 $27,385
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantee of obligations relating
to the 5 1/4% convertible
preferred securities, Term
Income Deferrable Equity
Securities (TIDES)(SM)
(liquidation amount $50 per
convertible preferred
security)...................... (3) *
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Not applicable.

(1) Estimated solely for the purpose of determining the registration fee. As
provided by Rule 457(c) under the Securities Act of 1933, the above
calculation is based on the average of the high and low sale prices reported
on the New York Stock Exchange on March 23, 1999, which was $34.375.

(2) We cannot determine the exact number of shares of BFGoodrich common stock we
may need to issue when the holders of the convertible preferred securities
convert those securities because that number could change because of the
anti-dilution provisions that relate to the conversion ratio. However, for
purposes of computing the registration fee, we have used the number of
shares of BFGoodrich common stock we would issue if the holders of the
convertible preferred securities converted their securities when this
registration statement goes effective.

(3) The registrant has not and will not receive consideration for the guarantee.
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE> 2

ADDITIONAL INFORMATION

This registration statement incorporates important business and financial
information about BFGoodrich that is not included in or delivered with this
document. This information is available without charge to shareholders upon
written or oral request. Shareholders may obtain information about BFGoodrich by
request to the following address or telephone number:

Nicholas J. Calise, Secretary
The B.F.Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
(330) 659-7600

See "Where You Can Find More Information" on page 15.
<PAGE> 3

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED MARCH 24, 1999

THE B.F.GOODRICH COMPANY

COMMON STOCK TO BE ISSUED ON CONVERSION
OF CONVERTIBLE PREFERRED SECURITIES OF
COLTEC CAPITAL TRUST

GUARANTEE OF OBLIGATIONS
RELATING TO 5 1/4% CONVERTIBLE PREFERRED SECURITIES
TERM INCOME DEFERRABLE EQUITY SECURITIES (TIDES)(SM)*
OF COLTEC CAPITAL TRUST

This prospectus relates to shares of BFGoodrich common stock that we will
issue from time to time to you, as holders of convertible preferred securities
that Coltec Capital Trust issued on April 8, 1998, if you convert your
convertible preferred securities. The proper name for those convertible
preferred securities is 5 1/4% Convertible Preferred Securities, Term Income
Deferrable Equity Securities (TIDES)(SM). They have a liquidation amount of $50
per convertible preferred security. Coltec Capital Trust is a wholly owned
subsidiary of Coltec Industries Inc. As a holder of convertible preferred
securities, your securities are currently convertible into shares of common
stock of Coltec Industries. After we complete our merger with Coltec Industries,
Coltec Industries will be our wholly owned subsidiary, and your convertible
preferred securities will be convertible into BFGoodrich common stock. We have
described our merger with Coltec Industries beginning on page 5 of this
prospectus.

This prospectus also relates to our guarantee of the obligations of Coltec
Capital Trust and Coltec Industries relating to your convertible preferred
securities. As we describe in more detail beginning on page 7 of this
prospectus, after we complete our merger with Coltec Industries, we will fully
and unconditionally agree to pay, to the extent not paid by Coltec Capital
Trust:

- distributions on your convertible preferred securities to the extent that
Coltec Capital Trust has funds available;

- the amount payable upon the redemption of your convertible preferred
securities to the extent that Coltec Capital Trust has funds available;
and

- amounts due upon a termination, dissolution or liquidation of Coltec
Capital Trust to the extent that Coltec Capital Trust has funds
available.

In addition, we will agree to pay or perform Coltec Industries' obligations
under:

- Coltec's Industries' existing guarantee relating to your convertible
preferred securities to the extent not paid or performed by Coltec
Industries; and

- the indenture governing Coltec Industries' convertible junior
subordinated debentures to the extent not paid or performed by Coltec
Industries.

Our obligations under our guarantee will be subordinated to our senior debt that
is currently outstanding or that we may incur in the future.

On May 19, 1998, Coltec Industries and Coltec Capital Trust filed a
registration statement on Form S-3 to register resales of your convertible
preferred securities and the related Coltec Industries guarantee. Coltec
Industries has also filed prospectus supplements to provide information about
selling holders of the convertible preferred securities.
- ---------------

* The terms Term Income Deferrable Equity Securities (TIDES)(SM) and TIDES(SM)
are registered servicemarks of Credit Suisse First Boston Corporation.
<PAGE> 4

You may, from time to time, decide to sell your convertible preferred
securities. If you sell your convertible preferred securities, you will also
sell your rights under the related guarantees by Coltec Industries and
BFGoodrich as well as the right to convert your convertible preferred securities
into shares of common stock of BFGoodrich. Therefore, to sell your convertible
preferred securities, you will need to use:

- a current prospectus supplement and prospectus relating to your
convertible preferred securities; and

- this prospectus, which relates to our guarantee and the BFGoodrich common
stock into which you may convert your convertible preferred securities.

If you transfer your convertible preferred securities without using these
documents, the purchaser must use a current prospectus supplement and prospectus
of Coltec Industries and Coltec Capital Trust and this prospectus and a current
prospectus supplement of BFGoodrich to sell their convertible preferred
securities.

After the merger, you will have the right to convert each convertible
preferred security you own into 0.955248 of a share of BFGoodrich common stock.
However, that conversion ratio could change. We have described the possible
adjustment to the conversion ratio in "Impact of the Merger on Your Convertible
Preferred Securities -- Conversion of Your Convertible Preferred Securities Into
Our Common Stock" beginning on page 6 of this prospectus.

You can choose to convert your convertible preferred securities into shares
of BFGoodrich common stock at any time after we complete our merger with Coltec
Industries. We are offering the shares of BFGoodrich common stock from time to
time as permitted by Rule 415 under the Securities Act of 1933 while the
registration statement relating to this prospectus is effective.

You will receive all of the proceeds from the sale of your convertible
preferred securities, and you will pay all underwriting discounts and selling
commissions, if any, that relate to your sale of your convertible preferred
securities. Coltec Industries will pay all other expenses that relate to the
offer and sale of your convertible preferred securities.

BFGoodrich common stock is traded on the New York Stock Exchange under the
symbol "GR." On March 23, 1999, the closing price of BFGoodrich common stock, as
reported on the New York Stock Exchange, was $33.8125 per share.

INVESTING IN OUR SHARES OF COMMON STOCK INVOLVES RISKS SUCH AS THOSE
DESCRIBED UNDER "RISK FACTORS" BEGINNING ON PAGE 1 OF THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYONE WHO MAKES ANY REPRESENTATION TO THE
CONTRARY COMMITS A CRIMINAL OFFENSE.

The date of this prospectus is April , 1999.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE> 5

RISK FACTORS

Investing in shares of BFGoodrich common stock involves risks. Because you
could lose the entire value of your investment, you should carefully consider
the following risks before deciding to convert your convertible preferred
securities of Coltec Capital Trust into BFGoodrich common stock.

WE MAY NOT BE ABLE TO ACHIEVE THE EXPECTED INTEGRATION AND COST SAVINGS FROM THE
MERGER AND THAT FAILURE COULD ADVERSELY AFFECT OUR EARNINGS AND FINANCIAL
CONDITION.

We expect to achieve cost savings from our merger with Coltec Industries.
By the year 2001, we believe the cost savings could be $60 million per year.
Difficulties may arise, however, in the integration of the business and
operation of the combined entity. As a result, we may not be able to achieve the
cost savings and synergies that we expect will result from the merger. Achieving
cost savings is dependent on consolidating our corporate and aerospace staffs
with Coltec Industries' corporate staff in Charlotte, North Carolina and
achieving other synergies in combining our two organizations. Additional
operational savings are dependent upon the integration of our aerospace business
and Coltec Industries' aerospace business and the elimination of duplicate
facilities and excess capacity. Actual savings in 1999 may be materially less
than expected if the merger is delayed beyond April 30, 1999, if the
reorganization of both companies' staffs is delayed beyond what we anticipate or
if the reductions in personnel are less than we currently envision. We expect
material cost savings from the reduction in personnel.

WE MAY HAVE LIABILITIES RELATED TO ASBESTOS LITIGATION WHICH COULD ADVERSELY
AFFECT OUR EARNINGS AND FINANCIAL CONDITION.

The historical business operations of Coltec Industries have resulted in a
substantial volume of asbestos litigation. Plaintiffs in these matters have
alleged personal injury or death as a result of exposure to asbestos contained
in some products that were manufactured or distributed by two of Coltec
Industries' subsidiaries. We believe that the funding agreements with our
insurance carriers will provide resources sufficient to meet the vast majority
of the currently anticipated costs and expenses associated with known and
pending litigation. It is difficult to predict the number of asbestos lawsuits
that Coltec Industries' subsidiaries will be parties to in the future. These
future claims and insurance and other related costs may result in future
liabilities that are significant and may be material. For additional information
regarding Coltec Industries' involvement in asbestos litigation, you should read
Coltec Industries' December 31, 1998 financial statements which are incorporated
by reference into this prospectus.

WE MAY HAVE LIABILITIES RELATED TO ENVIRONMENTAL LAWS AND REGULATIONS WHICH
COULD ADVERSELY AFFECT OUR EARNINGS AND FINANCIAL CONDITION.

We and Coltec Industries are generators of both hazardous and non-hazardous
wastes. The treatment, storage, transportation and disposal of these hazardous
and non-hazardous wastes are governed by various environmental laws and
regulations. We have been notified that we and Coltec Industries have been
designated as potentially responsible parties by the U.S. Environmental
Protection Agency for the costs of investigating and, in some cases, remediating
contamination by hazardous materials at several sites, most of which related to
businesses previously discontinued. Liability for these costs may be imposed on
present and former owners or operators of the properties or on parties who
generated the wastes that contributed to the contamination. For additional
information regarding potential environmental liability for both us and Coltec
Industries, you should read BFGoodrich's December 31, 1998 financial statements
<PAGE> 6

and Coltec Industries' December 31, 1998 financial statements which are
incorporated by reference into this prospectus.

OUR MARKET SEGMENTS HAD WEAK STOCK MARKET PERFORMANCE IN 1998.

In 1998, we operated in two business segments -- aerospace and performance
materials. During 1998, total return to shareholders in these segments was less
than broad based stock market indices. For example, the Standard & Poor's 500
index had a total return to shareholders in 1998 of 28.58% while the Standard &
Poor's aerospace/defense index had a return of negative 23.34% and the Standard
& Poor's specialty chemical index had a return of negative 14.84%. We had a
return of negative 11.06% during 1998. Total return to shareholders consists of
change in stock price and assumes dividends are reinvested in additional shares
of stock of the company paying the dividend.

THE MARKET PRICE OF BFGOODRICH COMMON STOCK IS VOLATILE AND THE VALUE OF
BFGOODRICH COMMON STOCK COULD DECREASE.

The market price of BFGoodrich common stock has fluctuated widely over the
past twelve months and may continue to do so. Many factors could cause the
market price of our common stock to rise and fall. Some of these factors are:

- variations in our quarterly operating results;

- announcements of technological innovations;

- introduction of new products or new pricing policies by us or our
competitors;

- trends in the aerospace industry;

- acquisitions or strategic alliances by us or others in the aerospace
industry;

- the hiring or departure of key personnel;

- changes in accounting principles;

- changes in estimates of our performance or recommendations by financial
analysts; and

- market conditions in the industry and economy as a whole.

In addition, the stock market has recently experienced extreme price and
volume fluctuations. These fluctuations have particularly affected the market
prices of the securities of many aerospace companies. These broad market
fluctuations could adversely affect the market price of BFGoodrich common stock.
If the market price of BFGoodrich's common stock decreases, the value of the
BFGoodrich common stock you convert into would decrease and the value of your
convertible preferred securities may decrease.

THE CYCLICAL NATURE OF OUR BUSINESS COULD ADVERSELY AFFECT OUR EARNINGS AND
FINANCIAL CONDITION.

The business sectors to which we sell our product are, to varying degrees,
cyclical and have historically experienced periodic downturns. These downturns
have often had a negative effect on demand for our products resulting in lower
net sales, gross margin and net income. Any future material weakness in demand
in any of these business sectors could have a material adverse effect on our
earnings and financial condition. In addition, some of our competitors have
greater financial resources than we do and may be better able to withstand the
effects of those periodic downturns.

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<PAGE> 7

THE DOWNTURN IN ASIA COULD CONTINUE TO ADVERSELY AFFECT OUR EARNINGS AND
FINANCIAL CONDITION.

The current economic downturn in some Asian countries has adversely
affected and could continue to adversely affect the worldwide aerospace
industry. According to industry analysts, as a result of the recession in Japan,
as well as currency fluctuations and other problems in other Asian countries,
Asian airlines have slowed purchases of new aircraft. The reduction in demand
for new aircraft has led and could continue to lead aircraft manufacturers to
build fewer aircraft than they might otherwise have built. As a result, we have
experienced and could continue to experience delays or cancellations of orders
for our products for aircraft. Those delays or cancellations could seriously
harm our earnings and financial condition.

OUR DEPENDENCE UPON CURRENT CONDITIONS IN THE AIRLINE INDUSTRY COULD ADVERSELY
AFFECT OUR EARNINGS AND FINANCIAL CONDITION.

The airline industry is undergoing a process of consolidation and
significantly increased competition. This consolidation could result in a
reduction of future aircraft orders as overlapping routes are eliminated and
airlines seek greater economies through higher aircraft utilization. Increased
airline competition may also result in airlines seeking to reduce costs by
promoting greater price competition from aerospace suppliers, which could
adversely affect our earnings and financial condition.

THE FINANCIAL RESULTS OF THE PERFORMANCE MATERIALS SEGMENT COULD BE ADVERSELY
AFFECTED IF GROWTH IN DEMAND FOR PERFORMANCE MATERIALS DOES NOT OCCUR OR COST
REDUCTIONS ARE NOT ACHIEVED AS WE EXPECT.

Our financial results could be adversely affected if the expected growth in
volume demand for performance materials does not occur as we expect. Recent
turmoil in the financial markets in the Far East and Latin America could
adversely impact sales increases in those regions. Our financial results could
also be adversely affected if we do not achieve cost reduction benefits as we
integrate recent acquisitions and continue the realignment activities of
BFGoodrich and Coltec Industries.

COMPUTER SYSTEM FAILURES OR MISCALCULATIONS RESULTING FROM AN INABILITY TO
INTERPRET DATES BEYOND 1999 COULD MATERIALLY AND ADVERSELY AFFECT OUR
OPERATIONS.

Any computer equipment that uses two digits instead of four to specify the
year will be unable to interpret dates beyond the year 1999. This "year 2000"
issue could result in system failures or miscalculations causing disruptions of
operations. The three major areas that could be affected critically are
financial and operating systems, manufacturing systems and equipment, and
third-party relationships with suppliers and customers. We have developed plans
to address this exposure.

3
<PAGE> 8

The three critical areas affected and our accomplishments to date are shown
below:

<TABLE>
<CAPTION>
AREA ACCOMPLISHED TO DATE
---- --------------------
<S> <C>
Financial and operating systems - Systems assessed
- Detailed plans have been or
continue to be developed
- Conversion commenced
Manufacturing systems and equipment - Systems assessed
- Detailed plans have been or
continue to be developed
- Conversion commenced
Third-party relationship with - Communicating with critical
suppliers and customers suppliers and customers to
ascertain whether they are
addressing potential year 2000
issues
</TABLE>

Although we cannot give you any assurance, we believe that our internal
systems will be year 2000 compliant. The failure of major suppliers and
customers to achieve year 2000 compliance could materially and adversely affect
our results of operations.

OUR OBLIGATIONS UNDER THE GUARANTEE WILL BE SUBORDINATE TO ALL OUR SENIOR DEBT.

Our obligations under the guarantee will be general unsecured obligations
which will be subordinated to our senior debt that is currently outstanding or
that we may incur in the future. Neither the terms of Coltec Industries'
convertible junior subordinated debentures, Coltec Industries' existing
guarantee, nor our guarantee will limit the amount of senior debt we may incur.

YOU MAY HAVE TO PAY TAXES WHEN YOU CONVERT YOUR CONVERTIBLE PREFERRED SECURITIES
INTO BFGOODRICH COMMON STOCK.

If you convert your convertible preferred securities for shares of
BFGoodrich common stock, you may be required to pay tax on any gain you have
under the laws of the U.S. We strongly urge you to consult with your tax advisor
with respect to the tax consequences of the conversion of your convertible
preferred securities for shares of BFGoodrich's common stock. See "U.S. Income
Tax Considerations" on page 12 of this prospectus. Your tax consequences can
vary depending on:

- where you are a resident for tax purposes; and

- how long you have held your convertible preferred securities.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This document, and the documents that have been incorporated by reference,
includes statements that reflect projections or expectations of future financial
condition, results of operations and business of each of BFGoodrich and Coltec
Industries that are subject to risk and uncertainty. We believe those statements
to be "forward-looking" statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

We cannot guarantee that actual results or events will not differ
materially from those projected, estimated, assigned or anticipated in any of
the forward-looking statements contained in this prospectus or in the documents
incorporated by reference. In addition to those factors

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<PAGE> 9

specifically noted in the forward-looking statements, other important factors
that could result in those differences include:

- general economic conditions in the applicable markets, including
inflation, recession, interest rates and other economic factors;

- casualty to or other disruption of our facilities and operations; and

- other factors that generally affect the business of aerospace and other
industrial companies.

We caution our shareholders not to place undue reliance on these
statements, which speak only as of the date of this prospectus or, in the case
of any document incorporated by reference, the date of that document.

Whenever you read or hear any subsequent written or oral forward-looking
statements attributable to us or any person acting on our behalf, you should
keep in mind the cautionary statements contained or referred to in this section.
We do not undertake any obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated events.

MERGER OF COLTEC INDUSTRIES WITH BFGOODRICH

On November 22, 1998, we and Coltec Industries agreed to merge Coltec
Industries with Runway Acquisition Corporation, our wholly owned subsidiary.
When we complete the merger, Coltec Industries will be a direct wholly owned
subsidiary of BFGoodrich, and Coltec Capital Trust will be an indirect wholly
owned subsidiary of BFGoodrich. We expect that the merger will be accounted for
as a pooling of interests, which means that we will treat BFGoodrich and Coltec
Industries as if they had always been one company for accounting and financial
reporting purposes.

ABOUT BFGOODRICH

We manufacture and supply a wide variety of systems and component parts for
the aerospace industry and provide maintenance, repair and overhaul services on
commercial, regional, business and general aviation aircraft. We also
manufacture specialty plastics and specialty additives products for a variety of
end-user applications. In 1998, we had sales of $4.0 billion. We are organized
into two principal business segments: aerospace and performance materials. We
maintain patent and technical assistance agreements, licenses and trademarks on
our products, process technologies and expertise in most of the countries in
which we operate. In 1998, we conducted our business through numerous divisions
and 98 wholly- and majority-owned subsidiaries worldwide.

Our principal executive offices are located at 4020 Kinross Lakes Parkway,
Richfield, Ohio 44286-9368. Our telephone number is (330) 659-7600.

ABOUT COLTEC INDUSTRIES

Coltec Industries manufactures and sells a diversified range of highly
engineered aerospace and industrial products, primarily in the U.S., Canada and
Europe. In 1998, Coltec Industries had sales of $1.5 billion. Coltec Industries
conducts its operations through its two principal segments: aerospace and
industrial. Through its aerospace segment, Coltec Industries manufactures
landing gear systems, engine fuel controls, flight attendant and cockpit seats,
turbine blades, fuel injectors, nozzles and related components for commercial
and military aircraft. Through its industrial segment, Coltec Industries
manufactures industrial seals, gaskets, packing
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<PAGE> 10

products, self-lubricating bearings and oil seals and hubodometers for trucks
and trailers and produces technologically advanced spray nozzles for
agricultural, home heating and industrial applications. Coltec Industries also
produces high-horsepower diesel engines for naval ships and diesel, gas and
dual-fuel engines for electric power plants and produces air compressors and
tooling for industrial applications.

YOUR CONVERTIBLE PREFERRED SECURITIES

The following description of your convertible preferred securities is a
summary and should not be viewed as a substitute for the prospectus relating to
those securities that Coltec Capital Trust issued. Coltec Capital Trust and
Coltec Industries filed the registration statement that included that prospectus
with the Securities and Exchange Commission. We are incorporating by reference
that registration statement and its exhibits for purposes of this prospectus and
for purposes of the registration statement to which this prospectus relates.

Your convertible preferred securities represent preferred ownership
interests in the assets of Coltec Capital Trust, a statutory business trust
formed under the laws of the State of Delaware. Coltec Industries owns all of
the common securities of Coltec Capital Trust. Coltec Capital Trust exists only
for purposes of issuing common and convertible preferred securities, and using
the proceeds from those issuances to purchase from Coltec Industries its 5 1/4%
convertible subordinated deferrable interest debentures due 2028. As a holder of
convertible preferred securities, you are entitled to receive quarterly cash
distributions from Coltec Capital Trust at an annual rate of 5 1/4% of the
liquidation preference of $50 per convertible preferred security. Those
distributions accrue from April 14, 1998 and are payable on January 15, April
15, July 15 and October 15 of each year until they are paid in full. Coltec
Capital Trust can elect to defer those quarterly distributions but must continue
to accumulate them and accrue interest on those cumulated distributions.

When Coltec Capital Trust issued your convertible preferred securities,
Coltec Industries agreed fully and unconditionally to pay, to the extent not
paid by Coltec Capital Trust:

- distributions on your convertible preferred securities to the extent
that Coltec Capital Trust has funds available;

- the amounts payable upon redemption of your convertible preferred
securities to the extent that Coltec Capital Trust has funds
available; and

- amounts due upon a termination, dissolution or liquidation of Coltec
Capital Trust to the extent that Coltec Capital Trust has funds
available.

Coltec Industries' obligations under the guarantee are unsecured and
subordinate to all senior debt of Coltec Industries that is currently
outstanding or that Coltec Industries may incur in the future. The terms of
Coltec Industries' guarantee are more fully described in the registration
statement on Form S-3 that Coltec Capital Trust and Coltec Industries filed with
the Securities and Exchange Commission.

IMPACT OF THE MERGER ON YOUR
CONVERTIBLE PREFERRED SECURITIES

CONVERSION OF YOUR CONVERTIBLE PREFERRED SECURITIES INTO BFGOODRICH COMMON STOCK

The registration statement on Form S-3 that Coltec Capital Trust and Coltec
Industries filed with the Securities and Exchange Commission describes the terms
of your convertible preferred

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<PAGE> 11

securities and the related Coltec Industries guarantee. It also describes the
conditions under which you may convert your convertible preferred securities
into common stock. The terms and conditions of your convertible preferred
securities are unchanged except as described in this prospectus. You should
refer to the prospectus relating to your convertible preferred securities for
information on the terms and conditions that govern the conversion of your
convertible preferred securities. We are incorporating by reference the
registration statement that included that prospectus and its exhibits for
purposes of this prospectus and for purposes of the registration statement to
which this prospectus relates.

Section 13.04 of the indenture relating to your convertible preferred
securities provides that if Coltec Industries merges with any other person and
Coltec Industries' common stock is converted into the right to receive other
securities, then you will have the right to convert your convertible preferred
securities into the same number of securities that you would have received had
you converted your convertible preferred securities immediately before that
transaction.

In our merger with Coltec Industries, each outstanding share of Coltec
Industries common stock will be converted into 0.56 of a share of BFGoodrich
common stock. After the merger, you will have the right to convert each
convertible preferred security you own into 0.955248 of a share of BFGoodrich
common stock. We determined this conversion ratio by multiplying 1.7058 by 0.56.
The number 1.7058 is the number of shares of Coltec Industries common stock into
which each convertible preferred security is currently convertible under the
indenture relating to your convertible preferred securities. However, if we take
any action that reduces the value of your convertible preferred securities
relative to our other equity securities, then that conversion ratio will be
adjusted according to the terms of the indenture relating to your convertible
preferred securities.

BFGOODRICH GUARANTEE

When Coltec Capital Trust issued your convertible preferred securities,
Coltec Industries provided a guarantee of Coltec Capital Trust's obligations
relating to your convertible preferred securities. We describe that Coltec
Industries guarantee in "Your Convertible Preferred Securities" beginning on
page 6 of this prospectus.

When we complete the merger with Coltec Industries, we will sign a
guarantee agreement. With that guarantee agreement, we will fully and
unconditionally agree to pay, to the extent not paid by Coltec Capital Trust:

- distributions on your convertible preferred securities to the extent that
Coltec Capital Trust has funds available;

- the amount payable upon the redemption of your convertible preferred
securities to the extent that Coltec Capital Trust has funds available;
and

- amounts due upon a termination, dissolution or liquidation of Coltec
Capital Trust to the extent that Coltec Capital Trust has funds
available.

In addition, BFGoodrich will agree to pay or perform Coltec Industries'
obligations under:

- Coltec Industries' existing guarantee relating to your convertible
preferred securities to the extent not paid or performed by Coltec
Industries; and

- the indenture governing Coltec Industries' convertible junior
subordinated debentures to the extent not paid or performed by Coltec
Industries.

Our obligation under our guarantee will be subordinated to our senior debt
that is currently outstanding or that we may incur in the future. Our guarantee
does not guarantee payment of

7
<PAGE> 12

distributions or amounts payable on redemption or liquidation of your
convertible preferred securities if Coltec Capital Trust does not have funds to
make those payments.

We have filed a form of our guarantee as an exhibit to the registration
statement of which this prospectus is a part. We have not and will not receive
any consideration for our guarantee. The Coltec Industries' existing guarantee
described beginning on page 6 of this prospectus will not be affected by the
merger and will remain in place.

If Coltec Industries does not make interest payments on its convertible
junior subordinated debentures, Coltec Capital Trust will not have sufficient
funds to pay distributions on your convertible preferred securities. Our
guarantee, like the Coltec Industries guarantee, will not cover Coltec Capital
Trust's payment of distributions if Coltec Capital Trust does not have
sufficient funds to pay those distributions. In that event, your remedy would be
to require the property trustee to enforce its rights under the indenture
relating to the convertible junior subordinated debentures.

Our obligations under our guarantee will be subordinated in right of
payment to all our senior debt that is currently outstanding or that we may
incur in the future. As of December 31, 1998, our aggregate outstanding senior
debt was approximately $1.07 billion, and as of February 26, 1999, our aggregate
outstanding senior debt was approximately $1.10 billion. Neither the terms of
the convertible junior subordinated debentures, Coltec Industries' guarantee,
nor our guarantee will limit the amount of senior debt that we may incur.

Our obligations under the guarantee of the obligations of Coltec Capital
Trust and Coltec Industries will rank equal in right of payment to our
obligations to pay under agreements we made when one of our subsidiaries issued
preferred securities similar to your convertible preferred securities.

SUPPLEMENTAL INDENTURE

As soon as we complete our merger with Coltec Industries, Coltec Industries
will enter into a supplement to the indenture relating to Coltec Industries'
convertible junior subordinated debentures to indicate specifically that the
Coltec Industries' convertible junior subordinated debentures will thereafter be
convertible into shares of BFGoodrich common stock instead of shares of Coltec
Industries' common stock. The terms of the indenture relating to Coltec
Industries' convertible junior subordinated debentures permit Coltec Industries
to enter into that supplemental indenture without the consent of the holders of
those debentures.

USE OF PROCEEDS

Coltec Capital Trust received approximately $145.9 million in net proceeds
when it issued your convertible preferred securities. We will issue the shares
of BFGoodrich common stock offered by this prospectus when you convert your
convertible preferred securities. We will not receive any net cash proceeds when
we issue these shares of BFGoodrich common stock.

OUR TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for BFGoodrich common stock is The Bank of
New York.

8
<PAGE> 13

YOUR ABILITY TO SELL YOUR CONVERTIBLE PREFERRED
SECURITIES OR THE BFGOODRICH COMMON STOCK

As used in this prospectus, we intend the words you and your to apply to:

- the record holders of your convertible preferred securities listed in
this prospectus;

- the beneficial owners of convertible preferred securities;

- each of your transferees, pledgees, donees or other successors; and

- the transferees, pledgees, donees or other successors of the beneficial
owners.

On April 14, 1998, Coltec Capital Trust issued your convertible preferred
securities to Credit Suisse First Boston Corporation, Lehman Brothers Inc. and
CIBC Oppenheimer Corp. Immediately after that, those original purchasers sold
your convertible preferred securities in a transaction that was exempt from the
registration requirements of the Securities Act of 1933. Those original
purchasers sold your convertible preferred securities to persons they reasonably
believed were either:

- qualified institutional buyers, as that term is defined in Rule 144A
under the Securities Act of 1933; or

- institutional accredited investors, as that term is defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933.

- a current prospectus supplement and prospectus relating to your
convertible preferred securities; and

- this prospectus, which relates to our guarantee and the BFGoodrich common
stock into which you may convert your convertible preferred securities.

The following table identifies the holders of the convertible preferred
securities that have elected to include their convertible preferred securities
in the registration statement on Form S-3 filed by Coltec Industries and Coltec
Capital Trust, as well as the number of convertible preferred securities they
owned as of January 8, 1999. These selling holders and The Bank of New York, as
property trustee, have provided Coltec Industries with this information.

<TABLE>
<CAPTION>
NUMBER OF
CONVERTIBLE
HOLDERS WHO MAY SELL USING THIS PROSPECTUS PREFERRED SECURITIES
------------------------------------------ --------------------
<S> <C>
Lipper Convertibles, L.P.................................... 291,500
Credit Suisse First Boston Corporation...................... 155,000
</TABLE>

9
<PAGE> 14

<TABLE>
<CAPTION>
NUMBER OF
CONVERTIBLE
HOLDERS WHO MAY SELL USING THIS PROSPECTUS PREFERRED SECURITIES
------------------------------------------ --------------------
<S> <C>
Lord Abbett Bond Debenture Fund, Inc........................ 150,000
Oppenheimer Convertible Securities Fund..................... 120,000
J.P. Morgan & Co. Inc....................................... 120,000
Deutsche Bank A.G. London................................... 100,000
The Northwestern Mutual Life Insurance Company.............. 80,000
Van Kampen American Capital Harbor Fund..................... 76,900
Shriner's Hospitals for Children............................ 60,000
KA Management Ltd........................................... 52,500
Lehman Brothers Inc......................................... 50,000
President & Fellows of Harvard College...................... 50,000
Teachers Insurance and Annuity Association of America....... 50,000
Smith Barney Convertible Fund............................... 50,000
State of Oregon/SAIF Corporation............................ 30,000
PRIM Board.................................................. 29,000
The Concordia Retirement Plan of the Lutheran
Church -- Missouri Synod.................................. 28,000
The Class IC Company, Ltd................................... 22,500
Arkansas PERS............................................... 22,250
Castle Convertible Fund, Inc................................ 22,000
Security Insurance Company of Hartford...................... 20,000
Hatchbeam & Co.............................................. 18,500
Carrigaholt Capital (Bermuda) L.P........................... 17,500
State of Delaware PERS...................................... 15,500
Oxford Fund................................................. 15,000
Combined Insurance Company of America....................... 12,000
The Gabelli Convertible Securities Fund, Inc................ 11,000
Capitol American Life Insurance Co. -- Convertible.......... 10,500
American Travellers Life Insurance Co. -- Convertible....... 10,500
KA Trading LP............................................... 10,500
Associated Electric & Gas Insurance Services Limited........ 10,000
Great American Reserve Insurance Co. -- Convertible......... 10,000
The Northern Trust Company.................................. 10,000
Van Kampen American Capital Convertible Securities Fund..... 8,100
Cova Bond Debenture......................................... 7,000
ICI American Holdings Trust................................. 6,750
Zeneca Holdings Trust....................................... 6,750
Beneficial Standard Life Insurance Co. -- Convertible....... 6,000
Third Avenue High Yield Fund................................ 5,000
</TABLE>

10
<PAGE> 15

<TABLE>
<CAPTION>
NUMBER OF
CONVERTIBLE
HOLDERS WHO MAY SELL USING THIS PROSPECTUS PREFERRED SECURITIES
------------------------------------------ --------------------
<S> <C>
ELF Aquitaine............................................... 3,000
The Connecticut Hospice, Inc................................ 2,000
National Pen & Associates Profit Sharing Plan............... 2,000
Echlin Inc. Convertible..................................... 2,000
Eagle Asset Management...................................... 1,500
D.S.U. Charitable Trust..................................... 1,400
Forest Alternative Strategies Fund II LP Series A-5I........ 1,200
Children's Surgical Associates Inc Pen...................... 1,000
Children's Surgical Associates PSP.......................... 1,000
LLT Limited................................................. 900
Forest Alternative Strategies Fund II LP Series A-5M........ 600
Ursuline Provincialate Eastern Province..................... 400
Marian Residence Fund....................................... 200
MFS Series Trust I -- MFS Convertible Securities Fund....... 100
---------
Total............................................. 1,787,550
=========
</TABLE>

None of the persons listed above currently has, and within the past three
years none of them has had, any position, office or other material relationship
with BFGoodrich, Coltec Industries or any predecessors or affiliates of
BFGoodrich or Coltec Industries that would make them affiliates of those
companies. Because you may use this prospectus to offer all or some portion of
your convertible preferred securities, the convertible junior subordinated
debentures or the BFGoodrich common stock that BFGoodrich will issue if you
convert your convertible preferred securities, we cannot estimate the amount of
the convertible preferred securities, the convertible junior subordinated
debentures or the BFGoodrich common stock that you will own when the sales using
this prospectus are completed. In addition, the persons listed above may have
sold, transferred or otherwise disposed of all or a portion of their convertible
preferred securities since the date on which they provided the information about
their convertible preferred securities, in transactions exempt from the
registration requirements of the Securities Act.

BFGoodrich filed the registration statement of which this prospectus is a
part as permitted by Rule 415 under the Securities Act of 1933 to give you the
opportunity to sell your convertible preferred securities or the BFGoodrich
common stock we issued to you when you convert your convertible preferred
securities in public transactions rather than in transactions that are exempt
from the registration and prospectus delivery requirements of the Securities Act
of 1933.

To take advantage of this opportunity to sell your convertible preferred
securities, if you are not listed in the table above, you must notify BFGoodrich
of your intention to sell your convertible preferred securities or your
BFGoodrich common stock. You must also provide other information concerning
yourself and the securities you intend to sell. The Securities Act of 1933 and
the rules and regulations thereunder tell what other information you must
provide. You are already required to give that notice and other information to
Coltec Industries to be permitted to sell your convertible preferred securities.
Your notification to Coltec Industries will be sufficient to notify us. You may
not make any offer or sale using this prospectus until two things occur. First,
you must give Coltec Industries notice that you intend to sell and provide

11
<PAGE> 16

the required information to Coltec Industries. Second, we must file a supplement
to this prospectus or an amendment to the registration statement of which this
prospectus is a part, and that prospectus supplement or amendment to the
registration statement must become effective. That process could take several
days to complete.

We will from time to time supplement or amend the prospectus or the
registration statement to add additional information concerning holders who may
sell their convertible preferred securities or their BFGoodrich common stock
using this prospectus. Each supplement to this prospectus will also disclose
whether any holder who is selling using that supplement has, during the last
three years before the date of that supplement:

- held any position or office with us or any of our affiliates;

- been employed by us or any of our affiliates; or

- had any other material relationship with us or any of our affiliates.

If that information is included in any previous supplement, it does not
need to be repeated.

PLAN OF DISTRIBUTION

We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission with respect to the shares of BFGoodrich common stock that
we will issue to you if you convert your convertible preferred securities. The
registration statement also relates to our guarantee, as we have described in
this prospectus, of amounts owed by Coltec Capital Trust and of the performance
of Coltec Industries' obligations relating to your convertible preferred
securities. This prospectus forms a part of that registration statement. We will
use our reasonable best efforts to keep the registration statement effective
until you may sell your convertible preferred securities without restriction. We
have not engaged a broker, dealer or underwriter in connection with the offering
of the BFGoodrich common stock described in this prospectus.

You should consult your own tax advisors with respect to the U.S. and other
tax consequences of converting your convertible preferred securities for shares
of BFGoodrich common stock as described below. For more information, see "U.S.
Income Tax Considerations" below.

U.S. INCOME TAX CONSIDERATIONS

You should consider the following discussion of U.S. federal income taxes
before you acquire convertible preferred securities or convert your convertible
preferred securities for BFGoodrich common stock. The following discussion
accurately summarizes the material U.S. federal income tax considerations that
usually apply to you as a holder of convertible preferred securities. This
discussion does not address all the federal income tax considerations that may
be relevant to you. In addition, this discussion does not address the tax
consequences of transactions in which you acquire your convertible preferred
securities. Furthermore, this discussion does not address any foreign, state, or
local tax considerations.

WE STRONGLY URGE YOU TO CONSULT YOUR OWN TAX ADVISORS REGARDING THE
SPECIFIC TAX CONSIDERATIONS THAT APPLY TO YOU.

The laws, regulations, court decisions, and Internal Revenue Service
rulings and regulations effective on the date of this prospectus form the basis
of this discussion. This discussion is for general information only. No law,
court decision, ruling or regulation directly addresses the tax

12
<PAGE> 17

consequences of the ownership of instruments and rights similar to the
convertible preferred securities and the rights attached to those securities.

For purposes of this discussion, a U.S. holder means a beneficial owner of
convertible preferred securities or common stock that is, for purposes of U.S.
federal income tax:

- a citizen or resident of the U.S.;

- a corporation, partnership, or other entity created or organized in or
under the laws of the U.S. or of any political subdivision of the U.S.;

- an estate the income of which is subject to U.S. federal income taxation
regardless of its source; or

- a trust if a court within the U.S. is able to exercise primary
jurisdiction over its administration and at least one U.S. person has the
authority to control all substantial decisions of the trust.

We have neither sought nor obtained any advance income tax ruling regarding
the tax consequences of any of the transactions we describe.

TAX CONSIDERATIONS THAT APPLY TO U.S. HOLDERS

If you are a "U.S. holder" for income tax purposes and you hold your
convertible preferred securities as capital assets, the following tax
considerations will generally apply to you.

CONVERSION OF CONVERTIBLE PREFERRED SECURITIES INTO COMMON STOCK

If you convert your convertible preferred securities into shares of
BFGoodrich common stock, you will usually recognize a taxable gain or loss at
that time. Your gain or loss will be equal to the difference between the fair
market value of the shares of common stock you receive in the conversion and
your basis in the convertible preferred securities that you convert. The gain or
loss will usually be a capital gain or loss, except that you may recognize
ordinary income with respect to any declared but unpaid dividends on the
convertible preferred securities. A capital gain or loss will be a long-term
capital gain or loss under current law if your holding period for the
convertible preferred securities is more than one year at the time of the
conversion. In the case of a shareholder who is an individual, the maximum
marginal U.S. federal income tax rate applicable to that long-term capital gain
will be lower than the maximum marginal U.S. federal income tax rate applicable
to ordinary income.

OWNERSHIP OF COMMON STOCK

Payment of Dividends on Common Stock

Distributions you receive on the BFGoodrich common stock, other than some
distributions of additional shares of common stock or rights to acquire
additional shares of common stock, will be treated as ordinary dividend income
to you to the extent that those distributions are considered to be paid to you
out of our current or accumulated earnings and profits, as determined under U.S.
federal income tax principles. Corporate shareholders may be entitled to a
"dividends-received deduction" with respect to those dividends.

To the extent that any such distribution exceeds our earnings and profits
for a taxable year, that distribution will be treated, first, as a tax-free
return of capital to you to the extent of your adjusted tax basis in BFGoodrich
common stock. Thereafter, it will be treated as capital gain.

Distributions of additional shares of BFGoodrich common stock, or rights to
acquire additional shares of BFGoodrich common stock, that you receive as part
of a pro rata

13
<PAGE> 18

distribution of those shares, or rights to acquire those shares, to all of our
shareholders usually are not subject to U.S. federal income tax. The tax basis
of those new shares or rights is usually determined by allocating your adjusted
tax basis in the "old" shares of common stock between those "old" shares and the
new shares or rights you receive based upon their relative fair market value on
the date of the distribution.

Sale, Exchange or Retirement of Common Stock

You will usually recognize gain or loss on a sale or other taxable
disposition of the BFGoodrich common stock equal to the difference between the
amount you realize on that sale or disposition and your adjusted tax basis in
that common stock. That gain or loss will usually be capital gain or loss and
will usually be considered long-term capital gain or loss if you have held that
stock for more than one year immediately before that sale or disposition. If you
are an individual, the maximum marginal U.S. federal income tax rate applicable
to that gain will be lower than the maximum marginal U.S. federal income tax
rate applicable to ordinary income if your holding period for that stock exceeds
one year.

TAX CONSIDERATIONS THAT APPLY TO NON-U.S. HOLDERS

Conversion of Convertible Preferred Securities into Common Stock

If you are a non-U.S. holder, any gain you realize on the conversion of
your convertible preferred securities into BFGoodrich common stock usually will
not be subject to a U.S. federal income or withholding tax unless:

- that gain is connected with a trade or business you carried on within the
U.S.; or if you are an individual, you are present in the U.S. for 183
days or more during the taxable year

- in which you convert your convertible preferred securities and that gain
is not otherwise offset by capital losses.

Payment of Dividends on Common Stock

If you are a non-U.S. holder and you receive a dividend distribution with
respect to the BFGoodrich common stock that you own, the gross amount of that
dividend will be subject to U.S. federal withholding tax at a 30% or lower
treaty rate.

Sale, Exchange or Retirement of Common Stock

If you are a non-U.S. holder, any gain you realize on the sale or other
taxable disposition of BFGoodrich common stock usually will not be subject to
U.S. federal income or withholding tax unless:

- that gain is effectively connected with a trade or business carried on
within the U.S. by that holder; or

- in the case of a non-U.S. holder who is an individual, that individual is
present in the U.S. for 183 days or more during the taxable year in which
that sale or disposition occurs and that gain is not otherwise offset by
capital losses.

LEGAL MATTERS

The validity of the shares of BFGoodrich common stock to be issued from the
conversion of your convertible preferred securities and the enforceability of
our guarantee and the

14
<PAGE> 19

supplemental indenture are being passed upon by Nicholas J. Calise, Esquire,
vice president, associate general counsel and secretary of BFGoodrich. As of
March 19, 1999, Mr. Calise owned 13,617 shares of BFGoodrich common stock; had
deferred receipt of 6,079 shares of BFGoodrich common stock under the BFGoodrich
1995-1997 Long Term Incentive Plan; had contingently credited to his account
2,671 phantom shares under the BFGoodrich 1998-2000 Long Term Incentive Plan,
all of which may be forfeited; held options to purchase 87,100 shares of our
common stock; and had credited to his account in BFGoodrich retirement plus
savings plan approximately 5,808 shares of BFGoodrich common stock. In addition,
Mr. Calise's wife owns 1,000 shares, although Mr. Calise disclaims beneficial
ownership of these shares.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our Annual Report on Form 10-K for the year
ended December 31, 1998 as set forth in their report, which as to 1996 is based
in part on the report of Deloitte & Touche LLP, independent auditors, and which
is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our consolidated financial statements are incorporated
by reference in reliance on their reports, given on their authority as experts
in accounting and auditing.

Arthur Andersen LLP, independent auditors, have audited Coltec Industries'
consolidated financial statements and schedules included in its Annual Report on
Form 10-K for the year ended December 31, 1998, as set forth in their report
which is incorporated in this prospectus by reference. Coltec Industries'
consolidated financial statements are incorporated by reference in reliance on
their report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission to register:

- the shares of the BFGoodrich common stock that we will issue to you if
you convert your convertible preferred securities; and

- our guarantee, as described in this prospectus, of amounts owed by Coltec
Capital Trust and of the performance of Coltec Industries' obligations
relating to your convertible preferred securities.

This prospectus forms a part of that registration statement. The registration
statement and the related exhibits contain additional relevant information. As
allowed by Securities and Exchange Commission rules, this prospectus does not
contain all the information contained in the registration statement or in those
exhibits.

We and Coltec Industries file annual reports, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy

15
<PAGE> 20

those reports, statements or other information at the Securities and Exchange
Commission's public reference rooms at the following locations:

<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549. New York, NY 10048 Suite 1400
Chicago, IL 60661-2511
</TABLE>

Please call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information on the operation of the public reference rooms. Securities
and Exchange Commission filings are also available to the public from commercial
document retrieval services and at the Securities and Exchange Commission's
website at "http://www.sec.gov."

In addition, you can inspect these filings at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

The Securities and Exchange Commission allows us to "incorporate by
reference" information from other Securities and Exchange Commission filings
with this prospectus. This means that we can disclose information to you by
referring you to those other filings, and the information incorporated by
reference is considered to be part of this prospectus, except for any
information superseded by information in this prospectus. We are incorporating
by reference the information contained in the following Securities and Exchange
Commission filings:

<TABLE>
<CAPTION>
BFGOODRICH SECURITIES AND EXCHANGE
COMMISSION FILINGS (FILE NO. 1-892) PERIOD OR DATE FILED
----------------------------------- --------------------
<S> <C> <C>
Annual Report on Form 10-K Year ended: - December 31, 1998
Current Reports on Form 8-K Filed on: - February 19, 1999; and
- February 25, 1999
Registration Statement on Form 8-A Filed on: - July 27, 1987
(description of BFGoodrich common
stock), including any amendment or
report filed for the purpose of
updating that description
</TABLE>

<TABLE>
<CAPTION>
COLTEC INDUSTRIES SECURITIES AND EXCHANGE
COMMISSION FILINGS (FILE NO. 1-7568) PERIOD OR DATE FILED
- ----------------------------------------- --------------------
<S> <C> <C>
Annual Report on Form 10-K Year ended: - December 31, 1998
Current Reports on Form 8-K Filed on: - January 25, 1999;
- March 1, 1999;
- March 4, 1999; and
- March 16, 1999
Amendment No. 4 to Registration Statement Filed on: - August 17, 1998
on Form S-3
(File No 333-52975)
(description of TIDES(SM))
</TABLE>

We are also incorporating by reference additional documents that we and
Coltec Industries file with the Securities and Exchange Commission before the
termination of this offering. These documents include periodic reports, such as
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K, as well as proxy statements.

16
<PAGE> 21

You can request a free copy of any or all of these documents, other than
the exhibits to those documents, unless those exhibits are specifically
incorporated by reference into these documents, by writing to or calling the
following address or telephone number:

Nicholas J. Calise
The B.F.Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368
Telephone: (330) 659-7600

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS BEFORE DECIDING TO CONVERT YOUR CONVERTIBLE
PREFERRED SECURITIES OF COLTEC CAPITAL TRUST INTO BFGOODRICH COMMON STOCK. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT
FROM OR IN ADDITION TO WHAT IS CONTAINED IN THIS PROSPECTUS. THEREFORE, IF
ANYONE DOES GIVE YOU INFORMATION OF THIS SORT, YOU SHOULD NOT RELY ON IT. IF YOU
ARE IN A JURISDICTION WHERE IT IS UNLAWFUL TO OFFER TO CONVERT OR SELL OR TO ASK
FOR OFFERS TO CONVERT OR BUY THE SECURITIES OFFERED BY THIS PROSPECTUS, OR IF
YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO DIRECT THOSE ACTIVITIES, THEN THE
OFFER PRESENTED IN THIS PROSPECTUS DOES NOT EXTEND TO YOU. THE INFORMATION
CONTAINED IN THIS PROSPECTUS SPEAKS ONLY AS OF ITS DATE UNLESS THE INFORMATION
SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.

17
<PAGE> 22

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined statements of income
for each of the three years ended December 31, 1996, 1997 and 1998 give effect
to the merger with Coltec Industries, accounted for as a "pooling of interests."
The unaudited pro forma condensed combined statements of income and the
unaudited pro forma condensed combined balance sheet at December 31, 1998 give
effect to the merger as though Coltec Industries had always been a part of
BFGoodrich.

The pro forma information is based on the historical consolidated financial
statements of BFGoodrich and of Coltec Industries, under the assumptions and
adjustments set forth in the accompanying notes to the unaudited pro forma
condensed combined financial statements.

You should read the information shown below in conjunction with the
consolidated historical financial statements of BFGoodrich and of Coltec
Industries, including the respective notes to those financial statements, which
are incorporated by reference in this prospectus. We have presented the pro
forma data for comparative purposes only. They are not necessarily indicative of
the results of operations or of the financial position that would have occurred
had the merger been completed during the periods or as of the date for which the
pro forma data are presented, and they are not necessarily indicative of
BFGoodrich's future results of operations or financial position.

Pro forma per share amounts for the combined BFGoodrich and Coltec
Industries entity are based on the exchange ratio of 0.56 of a share of
BFGoodrich common stock for each share of Coltec Industries common stock.

F-1
<PAGE> 23

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 1998
(DOLLARS IN MILLIONS)

The following unaudited pro forma condensed combined balance sheet as of
December 31, 1998 is presented to show the impact of the proposed merger on
BFGoodrich's historical financial condition. The merger has been reflected under
the "pooling of interests" method of accounting.

<TABLE>
<CAPTION>
COLTEC PRO FORMA PRO FORMA
BFGOODRICH INDUSTRIES ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents... $ 31.7 $ 21.8 $ $ 53.5
Accounts and notes
receivable, net.......... 629.0 148.2 777.2
Inventories................. 772.5 236.0 1,008.5
Deferred income taxes....... 142.1 20.5 162.6
Prepaid expenses and other
assets................... 39.2 15.6 54.8
-------- -------- ------- --------
Total current
assets............ 1,614.5 442.1 -- 2,056.6
-------- -------- ------- --------
Property...................... 1,255.9 306.6 -- 1,562.5
Deferred income taxes......... 39.7 -- -- 39.7
Prepaid pensions.............. 148.0 -- 45.3 4(c) 193.3
Goodwill...................... 771.0 214.6 985.6
Identifiable intangible
assets...................... 112.4 -- 112.4
Other assets.................. 251.1 92.3 343.4
-------- -------- ------- --------
$4,192.6 $1,055.6 $ 45.3 $5,293.5
======== ======== ======= ========
</TABLE>

See notes to unaudited pro forma condensed combined financial statements
beginning on page F-7.

F-2
<PAGE> 24

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 31, 1998
(DOLLARS IN MILLIONS)
(CONTINUED)

<TABLE>
<CAPTION>
COLTEC PRO FORMA PRO FORMA
BFGOODRICH INDUSTRIES ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current Liabilities
Short-term bank debt........ $ 144.1 $ -- $ $ 144.1
Accounts payable............ 364.4 96.6 461.0
Accrued expenses............ 420.1 171.1 591.2
Income taxes payable........ 59.4 -- 59.4
Current maturities of
long-term debt and
capital lease
obligations.............. 2.8 5.1 7.9
-------- -------- --------
Total current
liabilities....... 990.8 272.8 -- 1,263.6
-------- -------- ------- --------
Long-term debt and capital
lease obligations........... 995.2 577.5 1,572.7
Pension obligations........... 43.6 -- 33.0 4(c) 76.6
Postretirement benefits other
than pensions............... 338.1 5.9 344.0
Other non-current
liabilities................. 101.7 214.5 12.3 4(c) 328.5
Deferred income taxes......... -- 139.9 139.9
Mandatorily redeemable
preferred securities of
trusts...................... 123.6 145.3 268.9
Shareholders' Equity
Common stock................ 381.1 0.7 175.9 4(a) 557.7
Additional capital.......... 543.7 643.6 (303.8) 4(a)(b) 883.5
Income retained in the
business................. 736.8 (795.3) (58.5)
Accumulated other
comprehensive income..... 3.6 (18.7) (15.1)
Common stock held in
treasury, at cost........ (65.6) (127.9) 127.9 4(b) (65.6)
Unearned compensation....... -- (2.7) (2.7)
-------- -------- ------- --------
Total Shareholders'
Equity............ 1,599.6 (300.3) -- 1,299.3
-------- -------- ------- --------
$4,192.6 $1,055.6 $ 45.3 $5,293.5
======== ======== ======= ========
</TABLE>

See notes to unaudited pro forma condensed combined financial statements
beginning on page F-7.

F-3
<PAGE> 25

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

The following unaudited pro forma condensed combined statements of income
are presented to show the impact of the proposed merger on BFGoodrich's
historical results of operations. These statements assume that the companies had
been combined for each period presented.

<TABLE>
<CAPTION>
COLTEC PRO FORMA PRO FORMA
BFGOODRICH INDUSTRIES ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Sales............................... $3,950.8 $1,504.1 $ -- $5,454.9
Operating costs and expenses:
Cost of sales..................... 2,853.1 1,080.8 3,933.9
Selling and administrative
costs.......................... 610.4 235.2 -- 845.6
Restructuring costs and asset
impairment..................... 10.5 -- -- 10.5
-------- -------- -------- --------
3,474.0 1,316.0 -- 4,790.0
-------- -------- -------- --------
Operating income.................... 476.8 188.1 -- 664.9
Interest expense.................... (79.0) (54.3) -- (133.3)
Interest income..................... 5.2 0.9 -- 6.1
Other income (expense) -- net....... (18.1) 56.2 -- 38.1
-------- -------- -------- --------
Income from continuing operations
before income taxes and trust
distributions..................... 384.9 190.9 -- 575.8
Income tax expense.................. (146.3) (64.9) -- (211.2)
Distributions on trust preferred
securities........................ (10.5) (3.7) -- (14.2)
-------- -------- -------- --------
Income from continuing operations... 228.1 122.3 -- 350.4
Income (loss) from discontinued
operations -- net of taxes........ (1.6) -- -- (1.6)
-------- -------- -------- --------
Income before extraordinary item.... 226.5 122.3 -- 348.8
Extraordinary item -- net of tax.... -- (4.3) -- (4.3)
-------- -------- -------- --------
Net income.......................... $ 226.5 $ 118.0 $ -- $ 344.5
======== ======== ======== ========
Basic earnings per share:
Continuing operations............. $ 3.09 $ 1.88 $ -- $ 3.18
Discontinued operations........... (0.02) -- -- (0.01)
Extraordinary item................ -- (0.07) -- (0.04)
-------- -------- -------- --------
Net income........................ $ 3.07 $ 1.81 $ -- $ 3.13
======== ======== ======== ========
Diluted earnings per share:
Continuing operations............. $ 3.04 $ 1.81 $ -- $ 3.08
Discontinued operations........... (0.02) -- -- (0.01)
Extraordinary item................ -- (0.06) -- (0.04)
-------- -------- -------- --------
Net income........................ $ 3.02 $ 1.75 $ -- $ 3.03
======== ======== ======== ========
Weighted average number of common
and common equivalent shares
outstanding -- in millions
Basic.......................... 73.7 65.1 -- 110.2
Diluted........................ 75.0 69.4 -- 113.9
</TABLE>

See notes to unaudited pro forma condensed combined financial statements
beginning on page F-7.

F-4
<PAGE> 26

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
COLTEC PRO FORMA PRO FORMA
BFGOODRICH INDUSTRIES ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Sales............................... $3,373.0 $1,314.9 $ -- $4,687.9
Operating costs and expenses:
Cost of sales..................... 2,454.7 898.3 -- 3,353.0
Charge for MD-90 contract......... 35.2 -- -- 35.2
Selling and administrative
costs.......................... 556.0 218.8 -- 774.8
Merger-related costs.............. 77.0 -- -- 77.0
-------- -------- -------- --------
3,122.9 1,117.1 -- 4,240.0
-------- -------- -------- --------
Operating income.................... 250.1 197.8 -- 447.9
Interest expense.................... (73.0) (54.6) -- (127.6)
Interest income..................... 12.0 .6 -- 12.6
Gain on issuance of subsidiary
stock............................. 13.7 -- -- 13.7
Other income (expense) -- net....... 15.0 -- -- 15.0
-------- -------- -------- --------
Income from continuing operations
before income taxes and trust
distributions..................... 217.8 143.8 -- 361.6
Income tax expense.................. (94.1) (48.9) -- (143.0)
Distributions on trust preferred
securities........................ (10.5) -- -- (10.5)
-------- -------- -------- --------
Income from continuing operations... 113.2 94.9 -- 208.1
Income from discontinued
operations -- net of taxes........ 84.3 -- -- 84.3
-------- -------- -------- --------
Income before extraordinary item.... 197.5 94.9 -- 292.4
Extraordinary item -- net of tax.... (19.3) -- -- (19.3)
-------- -------- -------- --------
Net income.......................... $ 178.2 $ 94.9 $ -- $ 273.1
======== ======== ======== ========
Basic earnings per share:
Continuing operations............. $ 1.59 $ 1.44 $ -- $ 1.93
Discontinued operations........... 1.19 -- -- 0.78
Extraordinary item................ (0.27) -- -- (0.18)
-------- -------- -------- --------
Net income........................ $ 2.51 $ 1.44 $ -- $ 2.53
======== ======== ======== ========
Diluted earnings per share:
Continuing operations............. $ 1.53 $ 1.42 $ -- $ 1.86
Discontinued operations........... 1.13 -- -- 0.75
Extraordinary item................ (0.25) $ -- -- (0.17)
-------- -------- -------- --------
Net income........................ $ 2.41 $ 1.42 $ -- $ 2.44
======== ======== ======== ========
Weighted average number of common
and common equivalent shares
outstanding -- in millions
Basic.......................... 71.0 65.9 -- 107.9
Diluted........................ 74.6 66.9 -- 112.1
</TABLE>

See notes to unaudited pro forma condensed combined financial statements
beginning on page F-7.

F-5
<PAGE> 27

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
COLTEC PRO FORMA PRO FORMA
BFGOODRICH INDUSTRIES ADJUSTMENTS COMBINED
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Sales............................... $2,845.8 $1,159.7 $ -- $4,005.5
Operating costs and expenses:
Cost of sales..................... 2,042.5 811.1 -- 2,853.6
Selling and administrative
costs.......................... 481.8 191.0 -- 672.8
Restructuring costs and asset
impairment..................... 11.2 -- -- 11.2
-------- -------- -------- --------
2,535.5 1,002.1 -- 3,537.6
-------- -------- -------- --------
Operating income.................... 310.3 157.6 -- 467.9
Interest expense.................... (89.3) (76.2) -- (165.5)
Interest income..................... 4.2 1.3 -- 5.5
Other income (expense) -- net....... (30.8) -- -- (30.8)
-------- -------- -------- --------
Income from continuing operations
before income taxes and trust
distributions..................... 194.4 82.7 -- 277.1
Income tax expense.................. (68.4) (28.1) -- (96.5)
Distributions on trust preferred
securities........................ (10.5) -- -- (10.5)
-------- -------- -------- --------
Income from continuing operations... 115.5 54.6 -- 170.1
Income from discontinued
operations -- net of taxes........ 58.4 57.1 -- 115.5
-------- -------- -------- --------
Income before extraordinary item.... 173.9 111.7 -- 285.6
Extraordinary item -- net of tax.... -- (30.6) -- (30.6)
-------- -------- -------- --------
Net income.......................... $ 173.9 $ 81.1 $ -- $ 255.0
======== ======== ======== ========
Basic earnings per share:
Continuing operations............. $ 1.74 $ 0.79 $ -- $ 1.62
Discontinued operations........... 0.87 0.83 -- 1.09
Extraordinary item................ -- (0.44) -- (0.29)
-------- -------- -------- --------
Net income........................ $ 2.61 $ 1.18 $ -- $ 2.42
======== ======== ======== ========
Diluted earnings per share:
Continuing operations............. $ 1.65 $ 0.79 $ -- $ 1.57
Discontinued operations........... 0.83 0.82 -- 1.05
Extraordinary item................ -- (0.44) -- (0.28)
-------- -------- -------- --------
Net income........................ $ 2.48 $ 1.17 $ -- $ 2.34
======== ======== ======== ========
Weighted average number of common
and common equivalent shares
outstanding -- in millions
Basic.......................... 66.6 69.1 -- 105.3
Diluted........................ 70.9 69.4 -- 109.8
</TABLE>

See notes to unaudited pro forma condensed combined financial statements
beginning on page F-7.

F-6
<PAGE> 28

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The unaudited pro forma condensed combined statements of income for each of
the three years in the period ended December 31, 1998 and the unaudited pro
forma condensed combined balance sheet at December 31, 1998 give effect to the
merger as though Coltec Industries had always been a part of BFGoodrich.

We have presented the unaudited pro forma condensed combined financial
statements for comparative purposes only. They are not necessarily indicative of
the results of operations or of the financial position that would have occurred
had the merger been completed during the periods or as of the date for which the
pro forma data are presented. They are also not necessarily indicative of
BFGoodrich's future results of operations or financial position.

We have included certain reclassifications in the unaudited pro forma
condensed combined balance sheet and statements of income to conform statement
presentations to those expected to be used by BFGoodrich after the merger.

2. CONFORMITY OF ACCOUNTING POLICIES

We are still in the process of reviewing our respective accounting policies
to determine if they are consistent or if they need to be conformed. As a result
of this review, we might need to restate either Coltec Industries' or
BFGoodrich's financial statements to conform to those accounting policies that
are most appropriate. We have not included any restatements of prior periods in
the unaudited pro forma condensed combined financial statements. At this time,
we do not expect that conforming such accounting policies will have a material
impact on the unaudited pro forma condensed combined financial statements. We
will make any restatements, if appropriate, upon completion of this review
process.

3. MERGER-RELATED AND CONSOLIDATION EXPENSES

The unaudited pro forma condensed combined financial statements do not
include any merger-related and consolidation expenses which we expect to incur
in connection with completing the merger and integrating the operations of
BFGoodrich and Coltec Industries. It is not possible to determine the actual
amount of these costs and expenses until the related operational and
transitional plans are complete. These costs and expenses relate to professional
and registration fees; employee benefit-related costs such as severance,
relocation and retention incentives; facility consolidations; and satisfaction
of contractual obligations. Most of these costs and expenses will be incurred to
eliminate duplicate facilities and excess capacity in the combined BFGoodrich
operations. We cannot determine the exact timing of these charges at this time.
They are dependent on the completion of the necessary plans.

In connection with the merger, the managements of BFGoodrich and Coltec
Industries estimate that BFGoodrich will incur a one-time charge for
merger-related and consolidation expenses at the effective date of the merger
that is expected to be material. Other merger-related transaction costs include
investment banking fees, registration and listing fees, and various accounting,
legal and other related costs.

4. PRO FORMA ADJUSTMENTS

Pro forma adjustments to reflect the effect of the merger on the unaudited
pro forma condensed combined balance sheet at December 31, 1998 are as follows:

F-7
<PAGE> 29

a. Common stock increased by $175.9 million to record the BFGoodrich
common stock issued in the merger. That increase is calculated by
multiplying the 63.1 million shares of Coltec Industries common stock
outstanding by the exchange ratio of 0.56 and the par value of
BFGoodrich common stock of $5 per share, reduced by $0.7 million to
record the retirement of Coltec Industries common stock.

b. Combined additional capital is adjusted for the effects of pro forma
adjustment a. above, and for the retirement of Coltec Industries
treasury shares.

c. Coltec Industries' pension obligations are reclassified in accordance
with BFGoodrich's presentation.

d. For purposes of the pro forma information and references to the
shares to be issued by BFGoodrich in the merger, we have not included
the 14,000,000 shares of BFGoodrich common stock to be issued in the
merger in exchange for the 25,000,000 shares of Coltec Industries
common stock currently owned by a subsidiary of Coltec Industries.

F-8
<PAGE> 30

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

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

THE B.F.GOODRICH
COMPANY

COMMON STOCK TO BE ISSUED ON
CONVERSION OF CONVERTIBLE
PREFERRED
SECURITIES OF COLTEC CAPITAL TRUST

GUARANTEE OF OBLIGATIONS
RELATING TO
5 1/4% CONVERTIBLE PREFERRED
SECURITIES
TERM INCOME DEFERRABLE EQUITY
SECURITIES (TIDES)(SM*)
OF COLTEC CAPITAL TRUST
-------------------

PROSPECTUS
-------------------

APRIL , 1999
* The terms Term Income Deferrable Equity Securities (TIDES)(SM) and TIDES(SM)
are registered servicemarks of Credit Suisse First Boston Corporation.
------------------------------------------------------
------------------------------------------------------
<PAGE> 31

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses to be paid by
BFGoodrich in connection with the issuance and distribution of the securities
being registered. All amounts shown are estimates except for amounts of filing
and listing fees.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $27,835
New York Stock Exchange listing fee......................... 22,150
Trustee fees................................................
Legal fees and expenses.....................................
Accounting fees and expenses................................
Printing, EDGAR formatting and mailing expenses.............
Miscellaneous...............................................
-------
Total............................................. $
=======
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under our certificate of incorporation no member of our board of directors
shall have any personal liability to BFGoodrich 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 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 ("NYBCL") (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 our
certificate of incorporation filed as Exhibit 3(A) to our Annual Report on Form
10-K for the year ended December 31, 1988.

Under our bylaws, 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 BFGoodrich or served any other corporation in
any capacity at the request of BFGoodrich shall be indemnified by BFGoodrich to
the extent and in a manner permissible under the laws of the State of New York.

In addition, our bylaws provide indemnification for directors and officers
where they are acting on behalf of BFGoodrich where the final judgment does not
establish that the director or officer acted in bad faith or was deliberately
dishonest, were material to the cause of action so adjudicated, or gained a
financial profit or other advantage to which he was not legally entitled. Our
bylaws 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 our bylaws 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 NYBCL. Our
bylaws further provide for advancement of expenses and specify procedures in
seeking and obtaining indemnification. Our bylaws permit BFGoodrich to maintain
insurance, at its own expense, to indemnify its directors and officers.
Reference is made to Article VI of our bylaws filed as Exhibit 3(B) to our
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

II-1
<PAGE> 32

The company has insurance to indemnify its directors and officers, within
the limits of our 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 NYBCL, which are summarized
below.

Section 721 of the NYBCL provides that indemnification pursuant to the
NYBCL 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 NYBCL 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 NYBCL
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 NYBCL specifies the manner in which payment of such
indemnification may be authorized by a 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. If 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 NYBCL).

Section 724 of the NYBCL 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 NYBCL. Section 725 of the NYBCL
contains certain other miscellaneous provisions affecting the indemnification of
directors and officers, including a provision for the return of amounts paid as
indemnification if any such person is ultimately found not to be entitled
thereto.

Section 725 of the NYBCL contains 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 NYBCL 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,

II-2
<PAGE> 33

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.

We have purchased liability insurance for our officers and directors as
permitted by the NYBCL.

In the guarantee agreement, we have guaranteed Coltec Industries'
obligation to indemnify the Coltec Capital Trust trustees for, and to hold the
trustees harmless against, any loss, liability or expense incurred without
negligence or bad faith on their part, arising out of or in connection with the
acceptance or administration of the Coltec Capital Trust declaration of trust,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

ITEM 16. EXHIBITS.

The following is a list of exhibits included in this registration
statement. The registrant agrees to furnish supplementally a copy of any omitted
exhibit or schedule to the Securities and Exchange Commission upon request.
Items marked with an asterisk are filed herewith.

<TABLE>
<C> <S>
2.1 Agreement and Plan of Merger, dated as of November 22, 1998,
among The B.F.Goodrich Company, Runway Acquisition
Corporation and Coltec Industries Inc, is incorporated by
reference to Exhibit 2.1 to BFGoodrich's Registration
Statement on Form S-4, File No. 333-74067.
3.1 Certificate of incorporation, as amended, of The
B.F.Goodrich Company, is incorporated by reference to
Exhibit 3(A) to the B.F.Goodrich Form 10-K for the year
ended December 31, 1998.
3.2 The bylaws, as amended, of The B.F.Goodrich Company are
incorporated by reference to Exhibit 3(B) of B.F.Goodrich's
Form 10-Q for the quarter ended March 31, 1998.
4.1 See Exhibits 3.1 and 3.2 for provisions of the certificate
of incorporation and bylaws of The B.F. Goodrich Company
defining the rights of holders of common stock of The B.F.
Goodrich Company.
4.2 Rights Agreement dated as of June 2, 1997, between the
Company and The Bank of New York, as Rights Agent, is
incorporated by reference to Exhibit 1 to BFGoodrich's
Registration Statement on Form 8-A, File No. 001-00892.
4.3 Form of Guarantee Agreement, dated as of April , 1999,
between The B.F.Goodrich Company and The Bank of New York,
as trustee.
4.4 Form of Supplemental Indenture, dated as of April , 1999,
between The B.F.Goodrich Company and The Bank of New York,
as trustee.
5.1* Opinion of Nicholas J. Calise, Esquire, vice president,
associate general counsel and secretary of BFGoodrich, as to
the validity of the shares and the enforceability of the
guarantee and the supplemental indenture.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Deloitte & Touche LLP.
23.3* Consent of Arthur Andersen LLP.
23.4* Consent of Nicholas J. Calise (included in Exhibit 5.1).
</TABLE>

II-3
<PAGE> 34
<TABLE>
<C> <S>
24.1* Power of Attorney.
24.2* Power of Attorney.
25 Statement of Eligibility of The Bank of New York under the
Trust Indenture Act of 1939, as amended, on Form T-1 in its
capacity as Guarantee Trustee.
</TABLE>

* Items marked with an asterisk are filed herewith.

ITEM 17. UNDERTAKINGS.

(a) 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 required 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 the 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 a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 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;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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.

(b) 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 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.

II-4
<PAGE> 35

(c) 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.

II-5
<PAGE> 36

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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Akron, Ohio on this 24th day of March, 1999.

THE B.F.GOODRICH COMPANY

By: /s/ TERRENCE G. LINNERT
-------------------------------------
Terrence G. Linnert
Senior Vice President and
General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 24th day of March, 1999.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>

/s/ DAVID L. BURNER Chairman, Chief Executive
- ----------------------------------------------------- Officer, President and Director
David L. Burner (Principal Executive Officer)

/s/ LAURENCE A. CHAPMAN Senior Vice President, Chief
- ----------------------------------------------------- Financial Officer (Principal
Laurence A. Chapman Financial Officer)

/s/ ROBERT D. KONEY, JR. Vice President and Controller
- ----------------------------------------------------- (Principal Accounting Officer)
Robert D. Koney, Jr.

/s/ JEANNETTE GRASSELLI BROWN Director
- -----------------------------------------------------
Jeannette Grasselli Brown

/s/ DIANE C. CREEL Director
- -----------------------------------------------------
Diane C. Creel

/s/ GEORGE A. DAVIDSON, JR. Director
- -----------------------------------------------------
George A. Davidson, Jr.

/s/ JAMES J. GLASSER Director
- -----------------------------------------------------
James J. Glasser

/s/ JODIE K. GLORE Director
- -----------------------------------------------------
Jodie K. Glore

/s/ DOUGLAS E. OLESEN Director
- -----------------------------------------------------
Douglas E. Olesen

/s/ RICHARD DE J. OSBORNE Director
- -----------------------------------------------------
Richard de J. Osborne
</TABLE>

II-6
<PAGE> 37

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ ALFRED M. RANKIN, JR. Director
- -----------------------------------------------------
Alfred M. Rankin, Jr.

/s/ ROBERT H. RAU Director
- -----------------------------------------------------
Robert H. Rau

/s/ JAMES R. WILSON Director
- -----------------------------------------------------
James R. Wilson

/s/ A. THOMAS YOUNG Director
- -----------------------------------------------------
A. Thomas Young
</TABLE>

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

By: /s/ TERRENCE G. LINNERT
-----------------------------------------
Terrence G. Linnert

II-7
<PAGE> 38

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of November 22, 1998,
among The B.F.Goodrich Company, Runway Acquisition
Corporation and Coltec Industries Inc, is incorporated by
reference to Exhibit 2.1 to BFGoodrich's Registration
Statement on Form S-4, File No. 333-74067.
3.1 Certificate of incorporation, as amended, of The
B.F.Goodrich Company, is incorporated by reference to
Exhibit 3(A) to the B.F.Goodrich Form 10-K for the year
ended December 31, 1998.
3.2 The bylaws, as amended, of The B.F.Goodrich Company are
incorporated by reference to Exhibit 3(B) of B.F.Goodrich's
Form 10-Q for the quarter ended March 31, 1998.
4.1 See Exhibits 3.1 and 3.2 for provisions of the certificate
of incorporation and Bylaws of The B.F. Goodrich Company
defining the rights of holders of common stock of The B.F.
Goodrich Company.
4.2 Rights Agreement dated as of June 2, 1997, between the
Company and The Bank of New York, as Rights Agent, is
incorporated by reference to Exhibit 1 to BFGoodrich's
Registration Statement, File No. 001-00892.
4.3 Form of Guarantee Agreement, dated as of April , 1999,
between The B.F.Goodrich Company and The Bank of New York,
as trustee.
4.4 Form of Supplemental Indenture, dated as of April , 1999,
between The B.F.Goodrich Company and The Bank of New York,
as trustee.
5.1* Opinion of Nicholas J. Calise, Esquire, vice president,
associate general counsel and secretary of BFGoodrich, as to
the validity of the shares and the enforceability of the
guarantee and the supplemental indenture.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Deloitte & Touche LLP.
23.3* Consent of Arthur Andersen LLP.
23.4* Consent of Nicholas J. Calise (included in Exhibit 5.1)
24.1* Power of Attorney.
24.2* Power of Attorney.
25 Statement of Eligibility of The Bank of New York under the
Trust Indenture Act of 1939, as amended on Form T-1 in its
capacity as Guarantee Trustee.
</TABLE>

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

* Items marked with an asterisk are filed herewith.

II-8

<PAGE> 1

Exhibit 5.1

[LETTERHEAD OF THE B.F. GOODRICH COMPANY]

March 24, 1999

Board of Directors
The B.F. Goodrich Company
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9368

Directors:

This opinion is being furnished in connection with the proposed
registration under the Securities Act of 1933, as amended, of (1) up to
2,865,744 shares of common stock (collectively, the "Shares") of The
B.F.Goodrich Company, a New York corporation (the "Company"), which are to be
issued from time to time by the Company following the consummation of the merger
(the "Merger") of Runway Acquisition Corporation, a Pennsylvania corporation and
a wholly owned subsidiary of the Company, with and into Coltec Industries Inc, a
Pennsylvania corporation, to the holders of convertible preferred securities
issued by Coltec Capital Trust and (2) the Guarantee Agreement (the
"Guarantee") and the Supplemental Indenture (the "Supplemental Indenture"),
each to be dated as of April __, 1999, between the Company and The Bank of New
York, as trustee. I have examined such corporate records and other documents,
including the Registration Statement on Form S-3 relating to the Shares, the
forms of the Guarantee and the Supplemental Indenture, together with the
Prospectus contained in such Registration Statement and any amendments or
supplements thereto (the "Registration Statement"), and have reviewed such
matters of law as I have deemed necessary or appropriate for this opinion.

Based on such examination and review, it is my opinion that, (a) when
issued as contemplated by the Registration Statement, the Shares will be duly
authorized, validly issued, fully paid and nonassessable and (b) each of the
Guarantee and the Supplemental Indenture, when duly authorized, executed and
delivered, will be a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms. The opinion in clause (b) of
the preceding sentence is limited to the extent that the enforceability of the
Guarantee and the Supplemental Indenture may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of the rights of creditors
generally and by general principles of equity (regardless of whether such
enforceability is sought in a proceeding in equity or at law).

I consent to be named in the Registration Statement as the attorney who
passed upon the validity of the Shares and the enforceability of the Guarantee
and the Supplemental Indenture, and to the filing of a copy of this opinion as
an exhibit to the Registration Statement.

Sincerely,

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

<PAGE> 1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of The B.F.Goodrich
Company for the registration of its guarantee and 2,865,744 shares of its
common stock to be issued upon conversion of the convertible preferred
securities and to the incorporation by reference therein of our report dated
February 5, 1999, with respect to the consolidated financial statements of The
B.F.Goodrich Company included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP
____________________________
Cleveland, Ohio
March 23, 1999

<PAGE> 1

Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
The B.F.Goodrich Company on Form S-3 of our report dated September 11, 1997, on
our audit of Rohr, Inc. for the year ended July 31, 1996, appearing in the
Annual Report on Form 10-K of The B.F.Goodrich Company for the year ended
December 31, 1998, and to the reference to us under the headings "Experts" in
the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP
_______________________________
San Diego, California
March 23, 1999

<PAGE> 1

Exhibit 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 2, 1998
(except with respect to the information discussed in Note 20, as to which the
date is April 16, 1998) included in Coltec Industries Inc's Form S-3
(Registration Statement File No. 333-52975), and our report dated January 22,
1999, included in Coltec Industries Inc's Annual Report on Form 10-K for the
year ended December 31, 1998, and our report dated January 22, 1999 included in
Coltec Industries Inc's Current Report on Form 8-K filed March 4, 1999, and to
all references to our firm included in this registration statement.

/s/ Arthur Andersen LLP
________________________________
Charlotte, North Carolina
March 22, 1999

<PAGE> 1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terrence G. Linnert and Nicholas J.
Calise, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and revocation, in his or her name, and
on his or her behalf, to do any and all acts and things and to execute any and
all instruments which they may deem necessary or advisable to enable The
B.F.Goodrich Company (the "Company") to comply with the Securities Act of 1933
(the "Act") and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Act of shares of the Company's Common Stock ($5 par value) to be
issued pursuant to conversion rights under the Term Income Deferrable Equity
Securities ("TIDES") outstanding of Coltec Industries Inc ("Coltec") after it
becomes a subsidiary of the Company, as well as various existing stock option
and employee savings plans of Coltec, including power and authority to sign his
or her name in any and all capacities (including his or her capacity as a
Director and/or Officer of the Company) to Registration Statements on Forms S-3
and S-8, and to any and all amendments, including post-effective amendments, to
such Registration Statements, and to any and all instruments or documents filed
as part of or in connection with such Registration Statements or any amendments
thereto; and the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, shall lawfully do or cause to be
done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have subscribed these presents this
15th day of February, 1999.

/S/ JEANNETTE GRASSELLI BROWN /S/ DAVID L. BURNER
- --------------------------------- ------------------------------------
(Jeanette Grasselli Brown) (David L. Burner)
Director Chairman of the Board, President and
Chief Executive Officer, and Director
(Principal Executive Officer)

/S/ DIANE C. CREEL /S/ GEORGE A. DAVIDSON, JR.
- --------------------------------- ------------------------------------
(Diane C. Creel) (George A. Davidson, Jr.)
Director Director

/S/ JAMES J. GLASSER /S/ JODIE K. GLORE
- --------------------------------- ------------------------------------
(James J. Glasser) (Jodie K. Glore)
Director Director

<PAGE> 2

/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/ JAMES R. WILSON
- --------------------------------- ------------------------------------
(Robert H. Rau) (James R. Wilson)
Director Director

/S/ A. THOMAS YOUNG
------------------------
(A. Thomas Young)
Director

<PAGE> 1

Exhibit 24.2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned have subscribed these presents this
24th day of March, 1999.

/S/ LAURENCE A. CHAPMAN
- ---------------------------------
(Laurence A. Chapman)
Senior Vice President, Chief
Financial Officer
(Principal Financial Officer)