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corresp

     May 18, 2010

VIA EDGAR and FACSIMILE (703) 813-6968

Mr. Terence O’Brien

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

    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. O’Brien:

     This letter is in response to comments 1 and 2 set forth in the letter, dated April 23, 2010
(the “Comment Letter”), from you, on behalf of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the “Commission”), to Mr. Darren R. Wells, Executive Vice
President and Chief Financial Officer of The Goodyear Tire & Rubber Company (“Goodyear,” the
“Company” and “we,” “us” or “our”), with respect to the above-referenced filing.

     For the convenience of the Commission staff, we have repeated each of your comments to which
we are now responding in italics before our response. Each numbered paragraph herein corresponds
to the same numbered paragraph in the Comment Letter.

     The Company respectfully submits the following information in response to the Comment Letter.

Form 10-K for the year ended December 31, 2009

General

    1.

    We note from your disclosure on pages 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
identified 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 dated August 24, 2006. Your response should describe any products,

    components, equipment, technology, software or services you have provided into any of
those countries, directly or indirectly, since your letter dated August 24, 2006, and
any agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities controlled by those governments since that
time.

It is the policy of the Company to comply in all respects with all applicable U.S. export and
foreign trade controls. To support this policy, the Company’s computer systems in North America
prevent a user from entering any sales to Cuba, Iran, Syria or Sudan on the Company’s order-to-cash
system. Moreover, the Company’s compliance efforts in the area of U.S. export and foreign trade
controls are designed to help ensure that sales and other personnel worldwide understand applicable
U.S. export and foreign trade controls and new developments in those controls.

The Company and its subsidiaries have no operations or offices in Cuba and have no agreements,
commercial arrangements or other contacts with the government of Cuba or entities controlled by the
government of Cuba, nor are we aware of any sales of products or services, directly or indirectly,
into Cuba by the Company or its subsidiaries. From 1946 to 1960, the Company had a subsidiary in
Cuba, Goodyear de Cuba, S.A. Productos de Goma, that operated a factory in that country. In 1960,
the government of Cuba seized and confiscated all of the assets of that subsidiary.

The Company and its subsidiaries also have no operations or offices in Iran, Syria or Sudan. While the foreign
subsidiaries of U.S.-based companies are not prohibited from doing business with parties in Iran,
Syria or Sudan, we
are not aware of any sales by the Company or its subsidiaries of products or services to parties in
Syria, Iran or Sudan since 2008 and, in the case of Syria, since 2006.

Certain of the Company’s foreign subsidiaries made a small amount of direct sales to parties in
Iran and Sudan in 2007 and 2008. With respect to Iran, certain of the Company’s foreign
subsidiaries had sales of commercial aircraft tires and tubes and retreading services in 2007 and
2008 of $902,000 and $711,000 (substantially less than 0.0001% of the Company’s consolidated net
sales in each of those years), respectively, including sales to a government-owned commercial
airline company. With respect to Sudan, a foreign subsidiary of the Company had sales of consumer,
commercial truck, earthmover and farm tires, tubes and flaps in 2007 and 2008 of $141,200 and $600
(substantially less than 0.00001% of the Company’s consolidated net sales in each of those years),
respectively, including sales to a government-owned sugar company.

In addition to the sales by certain foreign subsidiaries described above, certain products of
foreign subsidiaries may reach Iran, Syria or Sudan through sales to unaffiliated third parties.
For example, we are aware that:

    •

    A foreign subsidiary of the Company made sales to unaffiliated third parties based
in Dubai, United Arab Emirates, a portion of which that foreign subsidiary believes
were destined for Iran. In 2007, 2008 and 2009, these sales totaled $21,330,000,
$15,871,000 and $11,700,000 (0.001%, 0.0008% and 0.0007% of the Company’s

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    consolidated net sales), respectively, and consisted of consumer, commercial truck,
earthmover and farm tires, tubes and flaps. In May 2009, the foreign subsidiary
terminated its relationship with the unaffiliated third party that accounted for all of
the indirect sales to Iran in 2009.

    •

    A foreign subsidiary of the Company made sales to an unaffiliated third party based
in Lebanon, a portion of which that foreign subsidiary believes were destined for
Syria. In 2007, 2008 and 2009, these sales totaled $646,000, $439,000 and $1,000
(substantially less than 0.0001% of the Company’s consolidated net sales in each of
those years), respectively, and consisted of consumer and earthmover tires.

    •

    A foreign subsidiary of the Company made sales to unaffiliated third parties based
in Dubai, United Arab Emirates and the United Kingdom, a portion of which that foreign
subsidiary believes were destined for Sudan. In 2007 and 2008, these sales totaled
$55,100 and $84,600 (substantially less than 0.00001% of the Company’s consolidated net
sales in each of those years), respectively, and consisted of consumer, commercial
truck and farm tires, tubes and flaps. We are not aware of any such sales to Sudan in
2009.

We are not aware of any sales to unaffiliated third parties that our foreign subsidiaries believe
were destined for Iran, Syria or Sudan during the first three months of 2010.

With respect to indirect sales into these countries, our compliance efforts are designed to help
ensure compliance with U.S. law if the Company becomes aware of unaffiliated third party sales to
certain countries, including Iran, Syria and Sudan, that it has reason to believe may not comply
with U.S. law.

    2.

    Please discuss the materiality of any contacts with Cuba, Iran, Syria and Sudan
that you describe in response to the foregoing comment, and whether those contacts
constitute a material investment risk for your security holders. You should address
materiality in quantitative terms, including the approximate dollar amounts of
revenues, assets, and liabilities associated with Cuba, Iran, Syria, and Sudan for the
last three fiscal years and any subsequent 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 and 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 terrorism. Your materiality analysis should address
the potential impact of the investor sentiment evidenced by such actions directed
toward companies that have operations associated with Cuba, Iran, Syria, and Sudan.

From both a quantitative and a qualitative perspective, we are confident that the de minimis sales
by foreign subsidiaries of the Company described in response to comment 1 do not constitute
material information for, or a material investment risk to, our security holders. Neither the
Company nor its U.S. subsidiaries had any direct or indirect sales to parties in Iran, Syria or
Sudan in 2007, 2008, 2009 or the first three months of 2010. Furthermore, the Company’s

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foreign subsidiaries had no direct sales to parties in Iran, Syria or Sudan in 2009 or the first
three months of 2010 due to an affirmative effort by the Company’s foreign subsidiaries to minimize
even legally permissible contacts with those countries. We do not have any physical presence or
other assets in Cuba, Iran, Syria or Sudan.

The Company is mindful of the investor sentiment underlying the initiatives described in the
Comment Letter. However, the Company believes that the lack of a physical presence in any of the
referenced countries, the extremely limited amount of direct and indirect sales by foreign
subsidiaries to Iran, Syria and Sudan, the declining trend in those sales, and the nature of the
products and services involved are unlikely to result in a significant adverse investor reaction.
The Company will continue to monitor the various investment initiatives and any adverse customer or
investor reaction, and will make any necessary adjustments to its materiality assessment.

* * * *

     In connection with our response to the Comment Letter, the Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
its filings;

    •

    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.

     The Company further understands that the Division of Enforcement has access to all information
provided to the staff of the Division of Corporation Finance in the staff’s review of the Company’s
filing or in response to the staff’s comments on the Company’s filing.

     Please direct any questions, comments and advice of the Commission staff to the undersigned at
330-796-4141 (fax: 330-796-7861).

    Respectfully submitted,

THE GOODYEAR TIRE & RUBBER COMPANY

    By:
    /s/ Daniel T. Young

    Daniel T. Young

    Attorney

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    cc:

    Jenn Do, Staff Accountant, U.S. Securities and Exchange Commission

    Chambre Malone, Staff Attorney, U.S. Securities and Exchange Commission

    Pamela Long, Assistant Director, U.S. Securities and Exchange Commission

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