SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        July 17, 2007

Room 7010

Richard J. Kramer
Executive Vice President & Chief Financial Officer
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316

Re: The Goodyear Tire & Rubber Company
 Form 10-K for Fiscal Year Ended December 31, 2006
Form 10-Q for the Fiscal Quarter Ended March 31, 2007
 File No. 001-01927

Dear Mr. Kramer:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review to only your financial statements and related
disclosures and do not intend to expand our re view to other portions of your document. We
may ask you to provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as n ecessary in your explanation.  After reviewing
this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2006

Quantitative and Qualitative Disclosures about Market Risk, page 34

1. Considering your existing disc losures regarding the incr eased raw material costs
in 2006 and the significant impact the raw materials costs had on your operations,
a discussion of commodity pr ice risk management strate gies appears appropriate.
Please revise your MD&A, in future f ilings, pursuant to Item 305(b) of
Regulation S-K, to discuss your co mmodity price exposure, your risk

Richard J. Kramer
The Goodyear Tire & Rubber Company
July 17, 2007 Page 2
management strategies, or if you don’t ma nage this risk, a statement disclosing
that fact.

Liquidity and Capital Resources, page 53

2. As part of your new master labor agreem ent with USW you have entered into an
understanding to establish a VEBA a nd contribute $1 billion, of which $700
million will be funded in cash and the re maining in cash or shares of common
stock at your option.  We recognize the establishment of the VEBA is conditioned upon US District Court approval and any contributions to the VEBA will follow that approval.  However, this commitment should be contemplated in your liquidity discussions.  Please revise, in fu ture filings, to address the following:
ƒ The impact this funding commitment will have on your liquidity and cash position, as well as the inability for you to immediately remove your liability
for USW retiree healthcare benefits from your balance sheet.
ƒ The impact any decision of the Compa ny to contribute cash instead of shares
would have on operations and liquidity, and
ƒ  Your consideration of including any futu re commitments that have received
approval in your contractua l obligations table.

3. Your liquidity section states that your ab ility to service debt is dependent on the
results of operations of your subsidiaries and their ability to provide cash.  You
further discuss that dividends, loans or ot her distributions from your subsidiaries
may be subject to contractual and other restrictive governmental  regulations.  We
note the $284 million of net assets re stricted at December 31, 2006; however,
please expand your disclosure in  future filings to discuss the presence and nature
of any current restrictions, and how you pl an to overcome these restrictions in
order to service your debt.

4. Your disclosure includes a brief description of certain covenants of your credit facilities.  However you do not make an affirmative statement regarding the compliance with the terms of the covenants.   In future filings, please note that
material covenants related to all out standing debt should be discussed and
analyzed. Refer to FRR No. 72 – 501.13.   Considering your strategy of “divesting
non-core businesses,” your discussion should also address the impact your sales of assets and businesses have had on covenant compliance.

5. We note your contingent cont ractual obligation with rega rds to your alliance with
Sumitomo. However, your document does not di scuss this alliance anywhere else.
Please tell us and revise future filings to discuss the nature of this agreement, the terms and conditions and the amount of the potential payment you would have to

Richard J. Kramer
The Goodyear Tire & Rubber Company
July 17, 2007 Page 3
make in order to acquire Sumitomo’s inte rest in the alliance pursuant to the exit
rights.

Note 5. Accounts and Notes Receivables, page 85

6. We note your discussion that indicates your accounts receivable continuous sales program was terminated in 2004.  However on page 56, you disclose information regarding an accounts receivable securitiza tion program that is currently being
utilized.  Please tell us and clarify, in future filings, the nature of these programs, including which programs are currently  open and which ones are currently
terminated and how you have complied with paragraphs 9-16 of SFAS No. 140
and other applicable aut horitative GAAP literature.

Form 10-Q for the Quarter Ended March 31, 2007

7. You disclose on page 16 of the 3/31/07 Fo rm 10-Q that an independent asbestos
valuation firm was used in accounting for the asbestos liability. While you are not
required to make reference to this i ndependent valuation, when you do you must
also disclose the name of the independent valuation firm.  If you include or incorporate by reference this disclosure  into a 1933 Securi ties Act filing, you will
also need to include the consent of the independent valuation firm.  Refer to
Section 436(b) of Regulation C.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

Richard J. Kramer
The Goodyear Tire & Rubber Company
July 17, 2007 Page 4

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Melissa Rocha at ( 202) 551-3854, Al Pavot at (202) 551-3738
or me at (202) 551-3355 if you have ques tions regarding comments on the financial
statements and related matters.

Sincerely,

Terence O’Brien
Branch Chief