SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
          February 12, 2010
Via U.S. Mail

David L. Bialosky, Esq. Senior Vice President, Gene ral Counsel and Secretary
The Goodyear Tire & Rubber Company  1144 East Market Street  Akron, Ohio 44316-0001
Re: The Goodyear Tire & Rubber Company
  Registration Statement on Form S-4
Filed February 2, 2010
  File No.  333-164632
Dear Mr. Bialosky:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unn ecessary.  Please be as detailed as necessary
in your explanation.  In some of our comm ents, we may ask you to provide us with
information so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our revi ew 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 ou r comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Exhibit 5.1

1. We note the assumptions provided in the s econd paragraph that relate to the due
organization, valid existence and good standing of the company and certain

David L. Bialosky, Esq.
The Goodyear Tire & Rubber Company
February 12, 2010  Page 2

guarantors.  Please have c ounsel revise its legality  opinion to delete these
assumptions as they are read ily ascertainable facts.

2. Please delete the assumptions that the Co mpany and the Guarantors each have all
requisite power and authority to execut e, deliver and perform the Supplemental
Indenture, the Exchange Notes and the Guarantees, as applicable
.  Please also
remove the assumptions that the Comp any has duly authorized, executed and
delivered the Base Indenture, and that each of the Company and the Guarantors
other than the Delaware Companies has duly authorized the Supplemental
Indenture and the Exchange Notes or Guarantees, as applicable .  The assumptions
are inappropriate because they directly underlie counsel’s opinion regarding the
exchange notes and guarantees constituti ng valid and binding obligations of the
company and guarantors.  Please also note all securities, incl uding those issued by
non-Delaware entities, must be covered by a clean opinion.  Please advise us if
you plan to file additional opinions from  local counsel covering the non-Delaware
entities.
 3. Please have counsel delete the second para graph on page 2 of the legality opinion.
The subject paragraph introduces a limitation that impacts counsel’s opinion with respect to the ability of the guarantees a nd exchange notes to constitute valid and
binding obligations of the company and the guarantors.  In addition, we note that
you have already included a limitation for the application of fraudulent transfer
laws, so this carve-out from the opinion appears to be unnecessary.
 4. Please tell us supplementally whether counsel  believes the specific provisions of
the Indenture as to which it expresse s no opinion are already covered by the
limitations as to bankruptcy, public policy a nd equitable principles.  Note that we
do not object to those limitations.  If the enforceability of those provisions is
already covered by these limita tions, please tell us why counsel has specifically
carved out those provisions, or revise the opinion to remove the carve-outs.  If the enforceability of the provisions is not covered by these standard limitations,
please explain why the carve-out is n ecessary and note that we may have
additional comments.

*    *    *    *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

David L. Bialosky, Esq.
The Goodyear Tire & Rubber Company
February 12, 2010  Page 3

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company 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.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
 ‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
 ‚ the company may not assert the declarati on of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

David L. Bialosky, Esq.
The Goodyear Tire & Rubber Company  February 12, 2010  Page 4

 If you have any questions, please call Ch ambre Malone, Staff Attorney at (202)
551-3262 or, in her absence, myself at (202) 551-3760.

Sincerely,
          Pamela Long        A s s i s t a n t  D i r e c t o r    cc: Carey S. Roberts, Esq. (via facsim ile at (646) 441-9034 and (212) 841-1010)
 Covington & Burling LLP  The New York Times Building   620 Eighth Avenue   New York, NY 10018