SecProbe.io

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[Goodyear Letterhead]

July 26, 2007

VIA EDGAR and FACSIMILE (202) 772-9368

Mr. Terence O’Brien

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-7010

    Re:

    The Goodyear Tire & Rubber Company

Form 10-K for Fiscal Year Ended December 31, 2006

Form 10-Q for the Fiscal Quarter Ended March 31, 2007

File No. 001-01927

Dear Mr. O’Brien:

     This letter is in response to the letter, dated July 17, 2007 (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. Richard J. Kramer, President, North American Tire and Chief
Financial Officer, of The Goodyear Tire & Rubber Company
(“Goodyear,” the “Company” and “we,” “us”
or “our”) with respect to the above-referenced filings.

     For the convenience of the Commission staff, we have repeated each of your questions 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, 2006

Quantitative and Qualitative Disclosures about Market Risk, page 34

    1.

    Considering your existing disclosures regarding the increased raw material costs in 2006 and
the significant impact the raw materials costs had on your operations, a discussion of
commodity price risk management strategies appears appropriate. Please revise your MD&A, in
future filings, pursuant to Item 305(b) of Regulation S-K, to discuss your commodity price
exposure, your risk management strategies, or if you don’t manage this risk, a statement
disclosing that fact.

We note the staff’s comment regarding the impact raw materials costs have had on our
operations. In future filings on Form 10-Q and Form 10-K, commencing with our Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30, 2007, we intend to include the
following statement in Part I, Item 3. “Quantitative and
Qualitative Disclosures About Market Risk”:

“The raw materials costs to which our operations are principally exposed include the cost of
natural rubber, synthetic rubber, carbon black, fabrics, steel cord and other
petrochemical-based commodities. Approximately two-thirds of our raw materials are
oil-based derivatives, whose costs may be affected by fluctuations in the price of oil. We
currently do not hedge commodity

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prices. We do, however, use various strategies to partially offset cost increases for raw
materials, including centralizing purchases of raw materials through our global procurement
organization in an effort to leverage our purchasing power and expanding our capabilities to
substitute lower-cost raw materials.”

Liquidity and Capital Resources, page 53

    2.

    As part of your new master labor agreement with USW you have entered into an understanding to
establish a VEBA and contribute $1 billion, of which $700 million will be funded in cash and
the remaining in cash or shares of common stock at your option. We recognize the
establishment of the VEBA is conditioned upon US District Court approval and any contributions
to the VEBA will follow that approval. However, this commitment should be contemplated in
your liquidity discussions. Please revise, in future filings, to address the following:

    •

    The impact this funding commitment will have on your liquidity and cash position, as
well as the inability for you to immediately remove your liability for USW retiree
healthcare benefits from your balance sheet.

    •

    The impact any decision of the Company to contribute cash instead of shares would
have on operations and liquidity, and

    •

    Your consideration of including any future commitments that have received
approval in your contractual obligations table.

In future filings on Form 10-Q and Form 10-K, commencing with our Quarterly Report on Form
10-Q for the Quarterly Period Ended June 30, 2007, we will expand our disclosure within
Liquidity and Capital Resources to include the following statement:

“On December 28, 2006, the USW ratified the terms of a new master labor agreement ending a
strike by the USW. In connection with the master labor agreement, we entered into a
memorandum of understanding with the USW regarding the establishment of a VEBA intended to
provide healthcare benefits for current and future USW retirees. The establishment of the
VEBA is conditioned upon receiving U.S. District Court approval of a settlement of a
declaratory judgment action. On July 3, 2007, the USW and several retirees filed a required
class action lawsuit regarding the establishment of the VEBA in the U.S. District Court for
the Northern District of Ohio. We have committed to contribute to the VEBA $1 billion, which
will consist of at least $700 million in cash and an additional $300 million in cash or
shares of our common stock at our option. We plan to make our contributions to the VEBA in
cash following the U.S. District Court’s approval of the settlement. In addition, we expect
to remove our liability for USW retiree healthcare benefits from our balance sheet when this
settlement has received final judicial approval (including exhaustion of all appeals, if
any) and we have made our contribution to the VEBA. We expect to use cash on hand and generated from
operating activities, unused availability under our various credit agreements and/or
proceeds from the pending sale of our Engineered Products business to fund the VEBA. We do
not expect our VEBA funding commitment or our inability to immediately remove our liability
for USW retiree healthcare benefits from our balance sheet to have a significant impact on
our liquidity or cash

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position. Furthermore, we do not expect our plan to fund the VEBA entirely in cash to have
a significant impact on our operations or liquidity.”

At December 31, 2006, we disclosed within our Commitments and Contractual Obligations Table
in our 2006 Form 10-K (at page 58) the expected payments for the next 10 years for estimated
benefit payments related to other post-retirement benefits. As we have also disclosed in
our 2006 Form 10-K and our Quarterly Report on Form 10-Q for the Quarterly Period Ended
March 31, 2007, the amount of these payments “will be reduced significantly provided the
proposed settlement with the USW regarding retiree healthcare becomes effective.” We are
required by the terms of our agreement with the USW to fund the VEBA promptly upon approval
of the settlement by the U.S. District Court. Therefore, we do not anticipate the existence
of a non-contingent obligation to fund the VEBA at the end of a reporting period. In the
unlikely event that we have a non-contingent obligation to fund the VEBA at the end of a
reporting period, we will disclose the existence of that obligation but we will not report
it on the Commitments and Contractual Obligations Table so that we do not overstate the
amount of our contractual obligations for other post-retirement benefits.

    3.

    Your liquidity section states that your ability to service debt is dependent on the results
of operations of your subsidiaries and their ability to provide cash. You further discuss
that dividends, loans or other distributions from your subsidiaries may be subject to
contractual and other restrictive governmental regulations. We note the $284 million of net
assets restricted at December 31, 2006; however, please expand your disclosure in future
filings to discuss the presence and nature of any current restrictions, and how you plan to
overcome these restrictions in order to service your debt.

On page 53, our liquidity section currently states: “In certain countries where we operate,
transfers of funds into or out of such countries by way of dividends, loans or advances are
generally or periodically subject to various restrictive governmental regulations. In
addition, certain of our credit agreements and other debt instruments restrict the ability
of foreign subsidiaries to make distributions of cash.”

In future filings on Form 10-K, we will expand our disclosure to state: “In certain
countries where we operate, transfers of funds into or out of such countries by way of
dividends, loans or advances are generally or periodically subject to various restrictions.
The primary restriction is that, in certain countries, we must obtain approval from the
foreign government and/or currency exchange board before net assets can be transferred out
of the country. In addition, certain of our credit agreements and other debt instruments
restrict the ability of foreign subsidiaries to make distributions of cash. Thus, we would
have to repay and/or amend these credit agreements and other debt instruments in order to
use this cash to service our consolidated debt. Because of the inherent uncertainty of
overcoming these restrictions, we do not consider the net assets of our subsidiaries that
are subject to such restrictions to be integral to our liquidity or readily available to
service our debt.”

    4.

    Your disclosure includes a brief description of certain covenants of your credit facilities.
However, you do not make an affirmative statement regarding the compliance with the terms of
the covenants. In future filings, please note that material covenants related to all
outstanding debt should be discussed and analyzed. Refer to FRR No. 72 — 501.13.
Considering your strategy of “divesting non-core businesses,” your discussion should also
address the impact your sales of assets and businesses have had on covenant compliance.

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We note the staff’s comment regarding compliance with the terms of certain covenants imposed
by our outstanding credit facilities. In our future filings on Form 10-Q and Form 10-K, we
will include an affirmative statement regarding compliance with the terms of those
covenants. In particular, in our Quarterly Report on Form 10-Q for the Quarterly Period
Ended June 30, 2007, we intend to include the following statement:

“As of June 30, 2007, we were in compliance with the material covenants imposed by our
principal credit facilities.”

We also note the staff’s comment regarding our obligation to discuss and analyze the
material covenants related to our outstanding debt, as well as our strategy of “divesting
non-core businesses.” As we have in the past, we will continue to discuss and analyze the
material covenants of our outstanding debt. In the past, we have structured sales of
non-core businesses to comply with the restrictions imposed by, and those sales have not
affected our ability to remain in compliance with, those covenants. As described in our
Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2007, in April 2007
we refinanced several of our principal credit facilities and, among other things, amended
them to contain more flexible covenants, which included amendments that further enhanced our
ability to divest non-core businesses. In future filings on Form 10-Q and Form 10-K, we
will include a statement regarding the effect of our covenants on this strategy, to the
extent that strategy remains relevant to our business. In particular, in our Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30, 2007, we intend to include the
following statement:

“The restrictions on asset sales imposed by our material indebtedness have not affected our
strategy of divesting non-core businesses, and those divestitures have not affected our
ability to comply with those restrictions.”

    5.

    We note your contingent contractual obligation with regards to your alliance with Sumitomo.
However, your document does not discuss this alliance anywhere else. Please tell us and
revise future filings to discuss the nature of this agreement, the terms and conditions and
the amount of the potential payment you would have to make in order to acquire Sumitomo’s
interest in the alliance pursuant to the exit rights.

We currently refer to our global alliance with Sumitomo on page 4 (under the caption
“Description of Goodyear’s Business — North American Tire”) and on page 6 (under the
caption “Description of Goodyear’s Business — European Union Tire”) in our 2006 Form 10-K.

In future filings on Form 10-K, we will expand our disclosure by adding the following under
the caption “Description of Goodyear’s Business”:

“Global Alliance. In 1999, we entered into a global alliance with Sumitomo Rubber
Industries, Ltd. (“Sumitomo”). Under the global alliance agreements, we acquired 75%, and
Sumitomo acquired 25%, of Goodyear Dunlop Tires Europe B.V., a Netherlands holding company.
Concurrently, the holding company acquired substantially all of Sumitomo’s tire businesses
in Europe and most of our tire businesses in Europe.

We also acquired 75%, and Sumitomo acquired 25%, of Goodyear Dunlop Tires North America,
Ltd., a holding company that purchased Sumitomo’s tire manufacturing operations in North
America and certain of its related tire sales and distribution operations. The global
alliance involved other transactions, including our acquisition of 100% of the balance of
Sumitomo’s Dunlop Tire replacement distribution and sales operations in North America.

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In Japan, we own 25%, and Sumitomo owns 75%, of two companies, one for the sale of
Goodyear-brand passenger and truck tires in the Japanese replacement market and the other
for the sale of Goodyear-brand and Dunlop-brand tires to vehicle manufacturers in Japan. We
also own 51%, and Sumitomo owns 49%, of a company that coordinates and disseminates both
commercialized tire technology and non-commercialized technology among Goodyear and
Sumitomo, the joint ventures and their respective affiliates, and we own 80%, and Sumitomo
owns 20%, of a global purchasing company. The global alliance agreements also provided for
the investment by Goodyear and Sumitomo in the common stock of the other.”

In future filings on Form 10-Q and Form 10-K, commencing with our Quarterly Report on Form
10-Q for the Quarterly Period Ended June 30, 2007, we will revise and expand our disclosure
on page 59 as follows:

    •

    The terms and conditions of our global alliance with Sumitomo, as set forth in
the Umbrella Agreement between Sumitomo and us, provide for certain minority exit
rights available to Sumitomo commencing in 2009. In addition, the occurrence of
certain other events enumerated in the Umbrella Agreement, including certain
bankruptcy events or changes in our control, could trigger a right of Sumitomo to
require us to purchase their interests in the global alliance immediately.
Sumitomo’s exit rights, in the unlikely event of the occurrence of a triggering
event and the subsequent exercise of Sumitomo’s exit rights, could require us to
make a substantial payment to acquire Sumitomo’s interests in the global alliance.
The Umbrella Agreement provides that the payment amount would be based on the fair
value of Sumitomo’s 25% minority shareholder’s interest in each of Goodyear Dunlop
Tires Europe B.V. and Goodyear Dunlop Tires North America, Ltd. and the book value
of net assets of the Japanese joint ventures. The payment amount would be
determined through a negotiation process where, if no mutually agreed amount was
determined, a binding arbitration process would determine that amount. [To be
added for quarterly periods subsequent to the filing of our 2007 Form 10-K: For
further information regarding our global alliance with Sumitomo, see “Item 1.
Business. Description of Goodyear’s Business — Global Alliance” in our 2007 Form
10-K.]

Note 5. Accounts and Notes Receivables, page 85

    6.

    We note your discussion that indicates your accounts receivable continuous sales program was
terminated in 2004. However on page 56, you disclose information regarding an accounts
receivable securitization p