SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

March 31, 2009

By U.S. mail and facsimile to (330) 796-7506

Mr. Darren R. Wells, Executive Vice President and Chief Financial Officer The Goodyear Tire & Rubber Company  1144 East Market Street Akron, OH 44316
 RE: The Goodyear Tire & Rubber Company
  Form 10-K for the fiscal year ended December 31, 2008
  Filed February 18, 2009
  File No. 1-01927

Dear Mr. Wells:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not 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 on 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, 2008

Management’s Discussion and Analysis, page 27
 Critical Accounting Policies, page 38

1. We note your discussion of the recovera bility of goodwill beginning on page 39.
You state your annual goodwill impairment testing is based on “a combination of historical and forecasted results and is adjusted to exclude certain non-recurring
or unusual items and corporate charges.”  Please explain to us and expand future
filings to disclose the following:

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 2
• the nature of the historic al results and the specific time periods used in
your analysis,
• the basis and underlying assumptions for the forecasted results used in
your analysis,
• the method and basis for combining the historical and forecasted results,
• the amount and nature of adjustment s to exclude corporate charges and
items deemed non-recurring or unusual, as well as the basis for making
these adjustments in your analysis, and
• how this method is consistent with the guidance in paragraph 25 of SFAS
142.

2. In future filings, please expand the disc ussion of your goodwill testing as follows:
• Please quantify significant assumptions, including EBITDA multiples and
the amounts used to reflect the EBITDA of your reporting units, as discussed above.
• Discuss the quantitative and qualitative factors and judgments used in your
process.
• Analyze the sensitivity of each signifi cant assumption on the fair value of
the reporting units and potential impairment.
• For any reporting units in which the carrying value does not significantly
differ from its estimated fair valu e, state the carry ing value of the
reporting unit and the fair va lue of the reporting unit.
• Provide information as to known tre nds, uncertainties or other factors
relevant to your impairment testing.
Given the current economic conditions and the impact it has had on your stock
price and operations, this detailed information will provide the reader with greater insight into the quality a nd variability of your fina ncial position and operating
results.  Refer to Release No. 33- 8350, “Interpretation: Commission Guidance
Regarding Management's Discussion a nd Analysis of Financial Condition and
Results of Operations.”

3.   You state there were no ev ents or circumstances that i ndicated the impairment test
should be re-performed for goodwill for segm ents other than North American Tire
at December 31, 2008.  However, while EMEA reported record revenue in 2008, tire units decreased in each quarter of the year, with th e largest declines occurring
in the last quarter of 2008.  EMEA and As ia Pacific Tire units have decreased
21% and 11%, respectively, for the quarter ending December 31, 2008, from the prior year quarter.  Please tell us and revise future filings to clarify why you
believe the significant adverse change in the business climate and its effect on these reporting units would not constitute a trigger for impairment testing.  Refer to paragraph 28 of SFAS 142.  Disclose how the combination of the previous
reporting unit Eastern Europe, Middle East  and Africa Tire with European Union

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 3
Tire has, if at all, impacted your goo dwill impairment analysis for this now-
consolidated EMEA segment.
 Liquidity and Capital Resources, page 47

4.   We note your statement on page 47 th at you believe your liquidity position is
adequate to fund your operating and invest ing needs and debt maturities in 2009
and to provide you with flex ibility to respond to furthe r changes in the business
environment.  In future filings, please si gnificantly expand this section to include
a discussion of all of the underlying factor s on which such statement is based.  For
example, at a minimum, you should descri be, quantify and comp are all sources of
liquidity and cash requirements expected  during 2009, so that readers can better
understand the adequacy of your liquidity.  Provide an outlook for each operating segment and the company as a whole that  details what customer orders, demand,
production, industry trends, etc ., are expected to be over the next twelve months,
when considering the curren t activity of the markets a nd industries you serve.  We
note the various risk factors related to th e global market decline.  However, these
risk factors and your liquidity sectio n in general do not provide specific
information as to how the recent decline has impacted your business, nor does it provide insight as to management’s actio ns in response to the current adverse
environment.

5.   We note your statement on page 8 that your backlog of orders  is not considered
material to, or a signific ant factor in, evaluating and understanding any of your
business segments or your businesses consid ered as a whole.  Given the current
environment, and the overall challengi ng results of the fourth quarter of 2008,
please tell us why you believe this is so.

6.   You disclose on page 49 and elsewhere that availability under the $1.5 billion
amended and restated first lien revolving credit facility is subject to a borrowing
base, which is based on eligib le accounts receivable and inventory.  To the extent
that eligible accounts receivable and i nventory decline, the borrowing base will
decrease and the availabili ty under the facility may decrease below $1.5 billion. In
addition, if at any time the amount of out standing borrowings and letters of credit
under the facility exceeds the borrowi ng base, you are required to prepay
borrowings and/or cash collateralize letters of credit sufficient to eliminate the excess.  We note accounts receivab le has gone down $556 million during 2008,
and that you plan on reducing inventory levels by over $500 million in 2009 as disclosed on page 27.  Given the foregoing, pl ease tell us and disclose in future
filings the calculation of your borrowi ng base based on the eligible accounts
receivable and inventory, and disclose th e thresholds at whic h availability would
be decreased or prepayment/cas h collateralization would occur.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 4
7.   We note inventories, which accounts fo r 24% of your total assets at December 31,
2008, has increased 14% during 2008, and ther e does not appear to be a reserve
thereon.  As mentioned in the above comment, you plan on reducing inventory
levels by over $500 million in 2009.  Given the significant impact that inventory
has on your liquidity, please revise your MD&A and liquidity section to disclose
your inventory turnover ratios and explain any variances, and to discuss how and
when the inventory reduction plan is to be executed.

8.   We note your statement on page 50 that you are in compliance with the material
covenants imposed by your principal cr edit facilities as of December 31, 2008.
You go on to describe two ratios, Covenant EBITDA to Consolidated Interest Expense and GDTE consolidated net i ndebtedness to GDTE consolidated
EBITDA.  Given the substa ntial amount of debt you have, please address the
following comments in future filings:
• Clarify whether these two ratios are th e only critical covenants related to
all of your credit facilities.  If not, please disclose those additional
covenants and the requirements for each.
• Disclose your actual current compliance with each critical covenant.  For
example, you state that Covenant EBITDA to Consolidated Interest
Expense may not be less than 2.0 to 1.0 for any period of four consecutive
fiscal quarters.  However, you should al so disclose your calculation of this
ratio for each of the last four quarters.
• Disclose any known future changes to  each critical covenant, and state
whether you expect to be in compliance when such changes come into effect.
Provide us with an example of the disclo sure you expect to include in future
filings.

*    *    *    *

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company March 31, 2009 Page 5
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating 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
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities 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 Jenn Do, St aff Accountant, at (202) 551-3743, or me at (202)
551-3355 if you have questions regarding comm ents on the financial statements and
related matters.
        S i n c e r e l y ,
          T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f