SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                April 1, 2010

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 year ended December 31, 2009
Filed February 19, 2010
  Definitive Proxy Statement on  Schedule 14A filed March 8, 2010
  File No. 1-1927

Dear Mr. Wells:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disclosures 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, 2009

Item 1A.  Risk Factors, page 13

1. We note your reference in the third paragraph of the first risk factor to a four-year
master labor contract with the USW.  In future filings, please file this agreement
as an exhibit to your Form 10-K.  See It em 601(b)(10)(ii)(B) of  Regulation S-K.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 1, 2010 Page 2  Item 3.  Legal Proceedings, page 22

2. We note your disclosure in Note 20 to your consolidated financial statements with
respect to the asbestos litigation claims.  In future f ilings, please provide similar
disclosure in this section with respect to  the pending claims (beginning of year),
new claims filed, claims settled/dismi ssed, pending claims (end of year) and
payments.  Alternatively, please insert a cross-reference to your disclosure in
Note 20.
 Management’s Discussion and Analysis, page 28

 Liquidity and Capital Resources, page 45

3. In future filings please provide an  expanded discussion of your accounting
policies and procedures related to your  Venezuelan operations and price level
adjusted reporting.  Identify the func tional currency of your Venezuelan
operations and expand your discussion of the accounting treatment, including monetary assets, deferred tax benefits and nonmonetary assets.  Provide us with
an example of intended future disclosure.

4. Please tell us whether the parallel market is  used to settle U.S. dollar-denominated
accounts payable, intercompany amounts or ot her balances.  If so, please consider
expanded disclosure, including the potential impact of settling these amounts at the parallel rate.  Also, please tell us wh at consideration you have given to using
the parallel market rate for the measur ement of foreign currency denominated
transactions into the functional currency.

5. On page 43 you state, “The devaluation of the Venezuelan bolivar fuerte against the U.S. dollar in January 2010 and weak economic conditions are expected to
adversely impact Latin American Tire’s  operating results by $50 million to $75
million as compared to 2009.”  Please cl arify exactly what the $50 million to $75
million represents and discuss the unde rlying assumptions.  Clarify whether you
are referring to the expected impact on operating income or some other measure
of operating results.  Describe more fully  the underlying reasons for the expected
changes and their relative importance, addre ss the impact on sales, and clarify that
this estimate is in addition to the ex pected $150 million charge, net of tax, to
reflect the devaluation in the first quarter.

6. Given the risks presented by currency restri ctions discussed on page 47, as well as
concern over whether the official rate is  reflective of econo mic reality, it would
appear useful to an investor to provide  summarized financial information for your
Venezuelan operations.  Tell us your consid eration of providing this disclosure in
future filings.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 1, 2010 Page 3
7. You state on pages 49 and 85 that to the ex tent your eligible accounts receivable
and inventory decline, your borrowing base  will decrease and the availability
under your $1.5 Billion Amended and Restated First Lien Revolving Credit Facility may decline below $1.5 billion, and that as of December 31, 2009, your
borrowing base under this facility was $114 million below the stated amount of
$1.5 billion.  We note your inventory ha s decreased 32% from December 31,
2008, and your accounts receivable has incr eased less than 1%.  We also note
your response dated April 14, 2009, to our comment 6 in our letter dated March
31, 2009, that as long as your borrowing base  is greater than  or equal to $1.5
billion, there would be no impact on your borrowing capacity.  Since it appears that your borrowing base is no longer grea ter than or equal to  $1.5 billion, please
clarify for us and revise future filings to disclose how this scenario has impacted both your borrowing capacity and your ability to  issue letters of credit, as it is not
clear how much remains available for bo rrowings and letters of credit under this
facility.
 Note 3. Other Expense, page 75

8. Please provide us with a discussion of the sa le of properties in Akron that resulted
in a net after-tax loss of $40 million.  Tell us the nature, purpose and carrying value of the properties, di scuss your decision to sell th e properties and describe
the materiality of the individual losses in cluded in this amount.  Since the amount
is approximately 11% of your 2009 net lo ss, please expand the disclosure in
future filings.
 Exhibits 10(a), 10(b), and 10(h)

9. We note that you incorporate by referen ce to Exhibits 4.1, 4.2 and 4.3 to your
Form 10-Q for the quarter ended March 31, 2007 with regard to your filing of the
Amended and Restated First Lien Credit Agreement, Amended and Restated Second Lien Credit Agreement and the Am ended and Restated Revolving Credit
Agreement, respectively.  The filed ag reements do not contain the corresponding
schedules and exhibits.  Please file a co mplete execution copy of each agreement,
including all schedules and exhibits, with your next Exchange Act report.
 Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 16
Other Bonus Awards, page 25

10. In future filings, please disclose the te rms of Mr. Bialosky’s offer letter that
govern the bonus amount payable to him.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 1, 2010 Page 4  Risks Related to Compensation Po licies and Practices, page 57

11. We note your disclosure in response to Item 402(s) of Regulation S-K.  Please
describe the process you undertook to  reach the conclusion that your
compensation policies and practices are not reasonably likely to have a material
adverse effect on your business.

*    *    *    *

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.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they provided all
information investors require.  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.
 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.

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 1, 2010 Page 5
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.  Please c ontact Chambre Malone, Staff A ttorney, at (202) 551-3262 or, in
her absence, Pamela Long, Assistant Director, at ( 202) 551-3765, with any other
questions.

        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