8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 12, 2004



                       THE GOODYEAR TIRE & RUBBER COMPANY
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





           OHIO                           1-1927                 34-0253240
(STATE OR OTHER JURISDICTION           (COMMISSION            (I.R.S. EMPLOYER
     OF INCORPORATION)                 FILE NUMBER)          IDENTIFICATION NO.)




  1144 EAST MARKET STREET, AKRON, OHIO                          44316-0001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)





       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (330) 796-2121







ITEM 5.  OTHER EVENTS

         On February 12, 2004, The Goodyear Tire & Rubber Company ("Goodyear")
issued a news release announcing a proposed $650 million private secured notes
offering. The news release is attached hereto as Exhibit 99.1.

ITEM 7.  EXHIBITS

     DESIGNATION OF
EXHIBITS IN THIS REPORT                DESCRIPTION OF EXHIBIT
- -----------------------                ----------------------
         99.1                          News Release dated February 12, 2004.







                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           THE GOODYEAR TIRE & RUBBER COMPANY



Date:  February 20, 2004                   By /s/ C. Thomas Harvie
                                              ---------------------------------
                                              C. Thomas Harvie
                                              Senior Vice President, General
                                              Counsel and Secretary

EX-99.1

                                                                  EXHIBIT 99.1


                     MEDIA CONTACT:    KEITH PRICE
                                       330-796-1863
                                       KPRICE@GOODYEAR.COM
                     ANALYST CONTACT:  BARB GOULD
                                       330-796-8576
                                       GOODYEAR.INVESTOR.RELATIONS@GOODYEAR.COM
                     FOR IMMEDIATE RELEASE



           GOODYEAR ANNOUNCES PROPOSED PRIVATE SECURED NOTES OFFERING

     AKRON, Ohio, Feb. 12, 2004 -- The Goodyear Tire & Rubber Company today
announced that it intends to commence a private offering of approximately $650
million aggregate principal amount of senior secured notes. The final principal
amount and note maturities will be determined by market conditions. The senior
notes are expected to be secured by junior liens on certain of the collateral
securing the company's senior secured U.S. credit facilities.

     Goodyear intends to use the proceeds from the offering to prepay its U.S.
term loan facility, to reduce a portion of the commitments under its U.S.
revolving credit facility, to repay other indebtedness of the company, including
temporary reductions of outstanding balances under its revolving lines of
credit, and for general corporate purposes.

     The offering will be subject to certain conditions, including amendment of
the company's senior secured credit facilities to permit the transaction.

     The senior notes, are expected to be offered to certain potential investors
in a private placement exempt from registration under Section 4(2) under the
Securities Act of 1933, will not be registered under the Securities Act of 1933
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

     This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities.

     Certain information contained in this press release may constitute
forward-looking statements for purposes of the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. Actual results may differ
materially from those indicated by such forward-looking statements as a result
of various factors. The Company's ability to consummate the transaction
referenced above is subject to a number of contingencies, including but not
limited to, appropriate due diligence procedures, the receipt of necessary
consents, the satisfactory negotiation of various transaction-related documents
and customary conditions to closing. Additional factors that may cause actual
results to differ materially from those indicated by such forward-looking
statements are discussed in the company's Form 10-K for the year ended Dec. 31,
2002 and Form 10-Q for the quarter ended Sept. 30, 2003, and Form 8-K dated Feb.
11, 2004 which are on file with the Securities and Exchange Commission. In
addition, any forward-looking statements represent our estimates only as of
today and should not be relied upon as representing our estimates as of any
subsequent date. While we may elect to update forward-looking statements at some
point in the future, we specifically disclaim any obligation to do so, even if
our estimates change.

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