UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

Mail Stop 5546
								June 14, 2006

Via Facsimile (330) 796-7861 and US Mail

Robert J. Keegan
Chief Executive Officer
Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio  44316

	Re:	Goodyear Tire & Rubber Company
		Form 10-K for the Fiscal Year Ended December 31, 2005
      Filed February 17, 2006
 		File No. 1-1927

Dear Mr. Keegan:

      We have limited our review of the above filing to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we will make no further review of
the filing.  Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues.  At this juncture, unless otherwise directed, we are
asking
you to provide us with supplemental information so that we may
better
understand your disclosure.  Please be as detailed as necessary in
your response.  After reviewing this information, we may 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
filings.
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.

General

1. We note from publicly available sources and a company website
that
you may have operations in, or sales associated with, Cuba, Iran,
Syria and Sudan, countries identified as state sponsors of
terrorism
by the U.S. State Department and subject to sanctions administered
by
the U.S. Commerce Department`s Bureau of Industry and Security and
the U.S. Treasury Department`s Office of Foreign Assets Control.
We
note that the Form 10-K does not contain any information relating
to
operations in, or ties to, Cuba, Iran, Syria or Sudan.  Please
describe your operations in, and ties to, these countries, if any,
and discuss their materiality to you in light of the countries`
status as state sponsors of terrorism.  Please also discuss
whether
the operations, either individually or in the aggregate,
constitute a
material investment risk to your security holders.  Your response
should describe your current, past and anticipated operations in,
and
contacts with, Cuba, Iran, Syria and Sudan, including through
subsidiaries, affiliates, foreign distributors and other direct
and
indirect arrangements.

2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of
revenues, assets and liabilities associated with Cuba, Iran, Syria
and Sudan.  Please 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.
In this regard, we note that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism.  The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries.
Illinois, Oregon and New Jersey have adopted, and other states are
considering, legislation prohibiting the investment of certain
state
assets in, and/or requiring the divestment of certain state assets
from, companies that do business with Sudan.  Harvard University,
Stanford University, the University of California and other
academic
institutions have adopted policies prohibiting investment in,
and/or
requiring divestment from, companies that do business with Sudan.
Florida requires issuers to disclose in their prospectuses any
business contacts with Cuba or persons located in Cuba.  Your
materiality analysis should address the potential impact of the
investor sentiment evidenced by the referenced actions directed
toward companies operating in Cuba, Iran, Syria and Sudan.
Please also address the impact of your regulatory compliance
programs
that cover operations and contacts associated with Cuba, Iran,
Syria
and Sudan, and any internal risk assessment undertaken in
connection
with business in those countries.

3. With respect to your regulatory compliance programs, we note a
May
2005 article attributing statements to a Goodyear spokesman to the
effect that you are unable to control third party sales into
Sudan.
In your materiality analysis please describe any compliance
controls
associated with third-party sales in Sudan.


      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please
understand
that we may have additional comments after reviewing your
responses
to our comments.  Please file your response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
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 the filing;

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 contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review.  You may also contact
me
at (202) 551-3470.



								Sincerely,




								Cecilia D. Blye, Chief
								Office of Global Security
Risk




cc: 	Pam Long
		Assistant Director
		Division of Corporation Finance


Robert J. Keegan
Goodyear Tire & Rubber Company
June 14, 2006
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