EXHIBIT 4.3

COMMON STOCK                                                        COMMON STOCK

M NUMBER                                                            SHARES

                                [GOODYEAR LOGO]

                INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO

                       THE GOODYEAR TIRE & RUBBER COMPANY

           THIS CERTIFICATE IS TRANSFERABLE IN THE CITY OF NEW YORK.

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS
                                                               CUSIP 382550 10 1

This is to Certify that

is the owner of

   FULL-PAID AND NON-ASSESSABLE SHARES WITHOUT PAR VALUE OF THE COMMON STOCK OF

The Goodyear Tire & Rubber Company transferable on the books of the
Corporation in person or by duly authorized attorney upon surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.

   Witness the seal of the Corporation and the signatures of its duly authorized
officers.

Dated                                  The Goodyear Tire & Rubber Company.

             /s/ C. T. Harvie          /s/ Samir Gibara
                 SECRETARY                 CHAIRMAN OF THE BOARD


COUNTERSIGNED AND REGISTERED:
   EQUISERVE TRUST COMPANY, N.A.                           TRANSFER AGENT
                                                           AND REGISTRAR.
BY
                                                           AUTHORIZED SIGNATURE.


                       THE GOODYEAR TIRE & RUBBER COMPANY

   THE GOODYEAR TIRE & RUBBER COMPANY WILL MAIL, WITHOUT CHARGE, TO THE
REGISTERED HOLDER OF THIS CERTIFICATE A COPY OF THE EXPRESS TERMS (AS SET FORTH
IN THE ARTICLES OF INCORPORATION AND THE CODE OF REGULATIONS OF THE CORPORATION)
OF THE SHARES OF THE COMMON STOCK OF THE CORPORATION AND OF OTHER CLASSES OR
SERIES OF SHARES, IF ANY, WHICH THE CORPORATION IS AUTHORIZED TO ISSUE WITHIN
FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR, ADDRESSED TO THE
SECRETARY OF THE CORPORATION, AKRON, OHIO 44316.

   This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between THE GOODYEAR TIRE & RUBBER
COMPANY and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent, dated as
of June 4, 1996 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of THE GOODYEAR TIRE & RUBBER COMPANY. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. THE GOODYEAR TIRE & RUBBER COMPANY will mail to the holder of this
certificate a copy of the Rights Agreement (as in effect on the date of mailing)
without charge promptly after a receipt of a written request therefor. Under
certain circumstances, Rights which are or were beneficially owned by Acquiring
Persons or their Affiliates or Associates (as such terms are defined in the
Rights Agreement), and any subsequent holder of such Rights, may become null and
void.

Explanation of Abbreviations:

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  as tenants in common            JT TEN     as joint tenants with right
TEN ENT  as tenants by the entireties               of survivorship and not as
                                                    tenants in common

                                         UNIF GIFT
                                         MIN ACT    Uniform Gifts to Minors Act


Additional abbreviations may also be used though not in the above list.
--------------------------------------------------------------------------------

                                   ASSIGNMENT

   For value received, ___________________ hereby sell, assign and transfer unto

(Please Print or Type Name and Address of Assignee)

Name                                        Insert here Social Security or Other
                                              Identifying Number of Assignee

_______________________________________
Street
                                                            SHARES

_______________________________________
City, State and Zip Code

--------------------------------------------------------------------------------
(Please Print or Type Name and Address of Assignee)

Name                                        Insert here Social Security or Other
                                               Identifying Number of Assignee

_______________________________________
Street
                                                            SHARES

_______________________________________
City, State and Zip Code

--------------------------------------------------------------------------------

of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint ________________________ Attorney to transfer
the said stock on the books of the within named Corporation with full power of
substitution in the premises.

           Issue certificate to the same owner as shown on the face       SHARES
           of this certificate for any shares not assigned above


Dated __________________________

           X
           ___________________________________________________________
(The signature here must correspond with the name as written upon the
face of the certificate in every particular, without alteration or
enlargement or any change whatever.)

SIGNATURE GUARANTEED:

EquiServe Trust Company, N.A. is the successor Rights Agent to the
above-referenced Agreement.