SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WELLS DARREN R (Last) (First) (Middle) THE GOODYEAR TIRE & RUBBER COMPANY 1144 EAST MARKET STREET (Street) AKRON OH 44316-0001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GOODYEAR TIRE & RUBBER CO /OH/ [ GT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr Vice Pres Bus Dev & Treas
	3. Date of Earliest Transaction (Month/Day/Year) 12/21/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/21/2005		F(1)		389	D	$17.73(1)	6,997	D
Common Stock	12/21/2005		M(2)		1,250	A	$5.52(2)	7,969	D
Common Stock	12/21/2005		F(3)		1,958	D	$17.73(3)	6,011	D
Common Stock	12/21/2005		M(4)		5,100	A	$6.81(4)	10,099	D
Common Stock								153(5)	I	401(k) Plan(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2002 Plan Option(7)	$5.52	12/21/2005		M			1,250	(8)	08/05/2013	Common Stock	1,250	$0.00	2,500	D
2002 Plan Option(9)	$17.73	12/21/2005		A		667		12/21/2006	08/05/2013	Common Stock	667	$0.00	667	D
2002 Plan Option(10)	$6.81	12/21/2005		M			5,100	(8)	12/02/2013	Common Stock	5,100	$0.00	8,268	D
2002 Plan Option(9)	$17.73	12/21/2005		A		2,970		12/21/2006	12/02/2013	Common Stock	2,970	$0.00	2,970	D

Explanation of Responses:

1. 389 previously owned shares having a market value of $17.73 per share were delivered in payment of the option price of $5.52 per share for 1,250 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.

2. 1,250 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 389 shares valued in accordance with the 2002 Plan. In addition, 278 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant.

3. 1,958 previously owned shares having a market value of $17.73 per share were delivered in payment of the option price of $6.81 per share for 5,100 shares acquired pursuant to the exercise of an option granted under the 2002 Plan.

4. 5,100 shares were acquired pursuant to the exercise of an option granted under the 2002 Plan. The option purchase price was paid in accordance with the 2002 Plan in the form of 1,958 shares valued in accordance with the 2002 Plan. In addition, 1,012 shares were withheld to pay Federal withholding taxes as permitted by the 2002 Plan and option grant. As a result of the transactions reported herein, the reporting person's direct ownership of common shares increased by 2,713 shares.

5. Total number of shares of common stock allocated to the account of the reporting person in a Trust established under Goodyear's Employee Savings Plan for Salaried Employees, a 401(k) Plan (the "Savings Plan"), as of the date of this statement as reported by the Plan Trustee.

6. The shares are held by a nominee of The Northern Trust Company, the Savings Plan Trustee.

7. Exercise of Non-Qualified Stock Option granted on 8/5/2003 under the 2002 Plan.

8. The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant.

9. Pursuant to the terms of the plan, a reload option was granted for the number of shares tendered in payment of the option exercise price.

10. Exercise of Non-Qualified Stock Option granted on 12/2/2003 under the 2002 Plan.

Remarks:

	/s/ Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of Darren R Wells pursuant to a Power of Attorney dated 10/3/02, a copy of which has been previously filed with the SEC.	12/22/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.