Mail Stop 0510

      March 18, 2005

By U.S. Mail and Facsimile to (330) 796-8836

Michael R. Peterson, Esq.
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001

Re:	The Goodyear Tire & Rubber Company
	Preliminary Proxy Statement on Schedule 14A
	Filed on March 9, 2005
 	File No. 1-01927

Dear Mr. Peterson:

      This is to advise you that we reviewed only those portions
of
the above filings that relate to Proxy Item 2, amendment to the
code
of regulations to permit the company to notify shareholders of
shareholder meetings by electronic or other means of
communication.
We have the following comments in that regard.  No further review
of
the filing has been or will be made.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. Please disclose that when a document is provided through
electronic media, the recipient will have comparable access to the
information as if it were delivered in paper.

2. Please disclose how you will confirm that the investor has
appropriate notice and access to the information.

3. We note Exhibit B, which states that notice of annual meetings
may
be waived by shareholders. Supplementally, please clarify how this
procedure complies with Rule 14a-3.

Closing Comments

      Please respond to these comments by filing an amendment to
your
filing and providing the supplemental information requested.
Please
provide us with a supplemental response that addresses each of our
comments and notes the location of any corresponding revisions
made
in your filing.  Please also note the location of any material
changes made for reasons other than responding to our comments.
Please file your supplemental response on EDGAR as a
correspondence
file.  We may raise additional comments after we review your
responses and amendment.

	To expedite our review, you may wish to provide complete
packages to each of the persons named below.  Each package should
include a copy of your response letter and any supplemental
information, as well as the amended filing, marked to indicate any
changes.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct questions to Brigitte Lippmann, at (202) 942-
0755, or me at (202) 942-2864.

Sincerely,



Jennifer Hardy
Branch Chief


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Michael R. Peterson, Esq.
The Goodyear Tire & Rubber Company
March 18, 2005
Page 1 of 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE