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corresp

April 21, 2005

VIA EDGAR

Mr. John Hartz

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549-0404

    RE:

    The Goodyear Tire & Rubber Company — File Number 1-1927:

    Form 10-K for the year ended December 31, 2004

Dear Mr. Hartz:

This letter is in response to your letter, dated April 8, 2005 (the “comment letter”), from Mr.
John Hartz, Senior Assistant Chief Accountant of the Division of Corporation Finance, Securities
and Exchange Commission, to Mr. Richard J. Kramer, Executive Vice President and Chief Financial
Officer of The Goodyear Tire & Rubber Company (the “Company”), regarding the comments of the
Commission Staff of the Securities and Exchange Commission with respect to the Company’s Annual
Report on Form 10-K for the year ended December 31, 2004.

The Company respectfully
submits the following information and responses with respect to each
comment contained in your comment letter.

Note 2. Restatement " -->

Note 2. Restatement

1. We note your restatement adjustment related to SPT’s supply agreement and to your net
deferred tax valuation allowance. Tell us whether and how these issues were addressed in your
management report on internal control over financial reporting, or tell us how you determined that
these errors did not constitute material weaknesses. It would not appear that you would have
remediated the SPT supply agreement error as of December 31, 2004 based on the announcement you
made on December 30, 2004.

Response: The restatement adjustments referenced in your comment letter (i.e. those related
to the SPT supply agreement and the net deferred tax valuation allowances) were evaluated in

conjunction with our management report on internal control over financial reporting; however,
neither matter was determined by management to be the result of a material weakness.

Supply agreement

Management determined that the restatement adjustment related to the SPT supply agreement did not
result from a material weakness in internal control over financial reporting at December 31, 2004.
In making its determination management considered the likelihood of a potential recurrence, the
materiality of the adjustment and the compensating controls put into place before December 31,
2004, as discussed below.

The supply agreement was entered into in 2000, that is, five years ago. In November 2004, during
the US GAAP audit of the separate financial statements of SPT pursuant to Rule 3-09 of Regulation
S-X, additional viewpoints by SPT’s independent registered public accounting firm were presented to
Goodyear as to the substance of the supply agreement transaction. Although Goodyear believed that
the accounting for the supply agreement was appropriate based on its understanding of the substance
of the transaction in 2000 and forward, Goodyear reconsidered its accounting for the supply
agreement in light of the views presented in November 2004, and concluded that there was a
misapplication of US GAAP to this transaction back in 2000.

The restatement adjustment
related to the supply agreement increased income before taxes by less than $1
million in 2004 and 2003, had no effect in 2002 and 2001 and reduced
income before taxes by $6.9 million in
2000. The impact of this restatement adjustment was not considered to be material, from either a
quantitative or qualitative perspective, to the Company’s consolidated financial statements for any
period affected.

The Company implemented a new compensating control in 2004 that requires SPT accounting matters
relating to US GAAP to be communicated, on a monthly basis, to the Company’s corporate accounting
staff in Akron, Ohio. In addition, monthly meetings are now held by Goodyear’s Asia/Pacific
management team as well as the corporate staff to discuss SPT’s operating results versus its annual
operating plan and prior year results. Together, these new controls provide additional assurance
that a similar situation is not likely to recur.

Deferred tax valuation allowance

Management determined that the restatement adjustment related to the deferred tax valuation
allowance did not result from a material weakness in internal control over financial reporting at
December 31, 2004. In making its determination management considered the likelihood of the
potential recurrence and the materiality of the adjustment, as discussed below.

Commencing in 2002, the Company incorrectly netted certain deferred tax liabilities related to tax
deductible intangible assets against deferred tax assets when initially recording its $1.2 billion
valuation allowance. As the deferred tax liabilities related to these intangible assets can only be
realized when the intangible assets are sold or impaired (which cannot be anticipated unless a

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definite plan of sale exists), the deferred tax liabilities should not have been netted against
deferred tax assets. In 2004, Goodyear identified this matter and, accordingly, a restatement
adjustment of $11.5 million was made to its net deferred tax valuation allowance, of which $7.2
million should have been included in the original charge of $1.2 billion.

This restatement adjustment reduced net income in 2004 by only $1.8 million and did not have a
material impact on the Company’s consolidated financial statements for any period affected.

In evaluating this matter, management viewed the adjustment as an isolated event. It is unlikely
that a similar situation will recur because the Company has identified all such deferred tax
liabilities and has determined their impact on future provisions.

Item 9A. Controls and Procedures (Comments 2, 3 and 4)

2. In future filings,
please revise your disclosure to state the changes to your internal
control over financial reporting you are undertaking in fiscal year
2005 to remediate your “account reconciliation” material
weakness.

3. We note that your
Chief Executive Officer and Chief Financial Officer concluded your
“...disclosure controls were ineffective, as of
December 31, 2004 to provide reasonable assurance that
information the Company must disclose in reports with the SEC is
properly recorded, processed and summarized and then reported as
required.” In future filings, revise your disclosure to clarify,
if true, that your officers concluded that your disclosure controls
and procedures are ineffective within reasonable assurance to ensure
that information required to be disclosed by you in the reports that
you file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission’s rules and forms and to ensure that information
required to be disclosed by an issuer in the reports that it files or
submits under the Exchange Act is accumulated and communicated to
your management, including its principal executive and principal
financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
Otherwise, please simply conclude that your disclosure controls and
procedures are ineffective. Refer to exchange Act Rules 13a-15(e) and
15d-15(e) for the full definition of disclosure controls and
procedures.

4. We note your
disclosure that “Other than as described above, there have been
no changes in the Company’s internal control over financial
reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.” In
future filings, revise your disclosure to state clearly, if correct,
that there were changes in your internal control over financial
reporting that occurred during this period covered by your report
that have materially affected, or are reasonably likely to materially
affect, your internal control over financial reporting. You may then
cross-reference to your discussion of the changes made.

Response to 2, 3 and 4: In future filings, the Company will revise its disclosures in order to address the matters set
forth in comments 2, 3 and 4 of the comment letter.

As requested in the comment letter, the Company hereby acknowledges that (i) it is responsible for
the adequacy and accuracy of the disclosure in the filing, (ii) comments from the Commission Staff
or changes to disclosure in response to such comments do not foreclose the Commission from taking
any action with respect to the filing, and (iii) the Company may not assert comments of the
Commission Staff as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please direct any questions, comments and advice of the Commission Staff to me at 330-796-0061
(fax: 330-796-2338) or Mike Peterson, Goodyear Attorney at 330-796-4141 (fax: 330-796-8836).

    Respectfully submitted,

    THE GOODYEAR TIRE & RUBBER
COMPANY

    By:
    /s/ Thomas A. Connell

    Thomas A. Connell

    Vice President and Controller

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