SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                April 23, 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 fiscal year ended December 31, 2009
Filed February 19, 2010
  File No. 1-1927

Dear Mr. Wells:
We have reviewed your filing 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.  Form 10-K for the year ended December 31, 2009

 General

1. We note from your disclosure on page s 2, 3, 5-6, 20, 22, and elsewhere that you
continue to operate in Latin America,  the Middle East, and Africa, regions
generally understood to include Cuba , Iran, Syria, and Sudan.  As you know,
those countries are identi fied by the State Department as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls.  Please
provide us with information regarding your contacts with Cuba, Iran, Syria, and
Sudan since your letter to the staff da ted August 24, 2006.  Your response should
describe any products, components, equipment, technology, software or services you have provided into any of those countri es, directly or indirectly, since your
letter dated August 24, 2006, and any agreem ents, commercial arrangements, or
other contacts you have had with the gove rnments of those co untries or entities
controlled by those governments since that time.
2. Please discuss the materiality of any cont acts with Cuba, Iran, Syria and Sudan
that you describe in response to th e foregoing comment, and whether those

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company
April 23, 2010 Page 2
contacts constitute a material investment  risk for your security holders.  You
should address materiality in qua ntitative terms,  including the
 approximate dollar
amounts of revenues, assets, and liabilities associated with Cuba, Iran, Syria, and
Sudan for the last three fiscal years a nd any subsequent period.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a company’s re putation and share value.  As you know,
various state and municipal governments, universities, and other investors have
proposed or adopted divestment or simila r initiatives regarding investment in
companies that do business with U.S.-des ignated state sponsor s of terrorism.
Your materiality analysis should addre ss the potential impact of the investor
sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Iran, Syria, and Sudan.
 Management’s Discussion and Analysis, page 28

 Liquidity and Capital Resources, page 45

3.  We have read your response to comme nt 3 in our letter dated April 1, 2010.
Please revise future filings to address the following:
• Disclose whether you believe your goods will constitute mostly essential
or non-essential goods.  A lternatively, disclose the percentage you believe
represents essential goods and the per centage that represents non-essential
goods.  Disclose the exchange rate for both classifications.
• Disclose the gross foreign currency exchange loss attributed to the
Venezuelan operations, i.e., state the charge to be recognized in Other
Expense as well as the tax-effected amount.

4.   On page 20, you disclose that the Venezu elan currency restrictions may limit your
ability to repatriate funds from Venezuela and could materially adversely affect
your financial condition and liquidity.  It is  not clear from your response to prior
comment 6 why you believe the disclosure  of summarized financial information
for your Venezuelan operations woul d not provide material and useful
information to investors on your exposure to  these risks.  Please explain.  Also,
please tell us the amount of sales and operating income contributed by Goodyear Venezuela in 2009 and 2008 and the amount of  their total assets , liabilities and
net assets as of December 31, 2009.

Note 3. Other Expense, page 75

5.   We have read your response to co mment 8 in our letter dated April 1, 2010.
Please tell us your consideration for why an impairment of the current

Mr. Darren R. Wells
The Goodyear Tire & Rubber Company April 23, 2010 Page 3
headquarters properties was not warranted prior to its sale  in the second quarter of
2009.  Refer to ASC 360-10-35-21.
Exhibits 10(a), 10(b) and 10(h)

6.   We reissue prior comment nine.  As pr eviously requested, please file a complete
execution copy of each agreement, including all schedules and exhibits, with your next Exchange Act report.  To the extent  that any schedule or  exhibit contains
confidential information, you may request  confidential trea tment of such
information in accordance with Rule 24b-2 of the Exchange Act.

*    *    *    *
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested supplem ental information.  Detailed response
letters greatly facilitate our review.  Pleas e file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing your  responses to our comments.
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