SecProbe.io

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

      DIVISION OF
CORPORATION FINANCE
 April 16, 2013
Via E -mail
Richard J. Kramer
Chairman of the Board, Chief Executive Officer , and President
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316 -0001

 Re: The Goodyear Tire & Rubber Company
  Form 10 -K for the Fiscal Year Ended December 31, 2012
  Filed February 12 , 2013
  File No. 1 -01927

Dear Mr. Kramer :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information  you provide in response to these  comment s, we may
have additional comments.

General

1. Your letter to us dated May 18, 2010 included information about direct and/or indirect
sales into Sudan and Syria by your foreign subsidiaries.  As you know, Sudan and Syria
are designated by the State Department as state sponsors of terrorism, and are subject to
U.S. economic sanctions and e xport controls.   Your 10 -K does not include disclosure
regarding operations associated with those countries.  Please describe to us the nature and
extent of any past, current, and anticipated contacts with Sudan and Syria, whether
through direct or indirec t arrangements, since your May 18, 2010 letter.   Your response
should describe the products, components, equipment, technology, software, or services
you have provided or intend to provide into Sudan and Syria, directly or indirectly, and
any agreements, a rrangements, or other contacts you have had with the governments of
those countries or entities they control.

Richard J. Kramer
The Goodye ar Tire & Rubber Company
April 16 , 2013
Page 2

 2. Please discuss for us the materiality of any contacts with Sudan and Syria you describe in
response to the foregoing comment, and whether those co ntacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the past three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation a nd share value.   As you know, various state and
municipal governments, universities, and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of te rrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Sudan or Syria.

We urge all persons who are responsible  for the accu racy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts  relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsi ble for the adequacy and accuracy of the disclosure in the filing;

 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.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

cc:  Pamela Long
  Assistant Director
 Division of Corporation Finance