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): June 28, 2004

THE GOODYEAR TIRE & RUBBER COMPANY
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation) 1-1927
(Commission File Number) 34-0253240
(I.R.S. Employer Identification No.)

1144 East Market Street, Akron, Ohio
(Address of principal executive offices) 44316-0001
(Zip Code)

Registrant’s telephone number, including area code: (330) 796-2121

Item 5. Other Events

     On June 28, 2004, The Goodyear Tire & Rubber Company (“Goodyear”) issued a news release announcing that it intends to commence an offering of approximately $150 million aggregate principal amount of convertible notes, subject to market and other customary conditions. The news release also states that Goodyear expects to grant the initial purchasers a 30-day option to purchase up to an additional $50 million aggregate principal amount of notes. The news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 7. Exhibits

Designation of
Exhibits in this Report	Description of Exhibit
99.1	News Release dated June 28, 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: June 28, 2004	By /s/ Richard J. Kramer Richard J. Kramer Executive Vice President and Chief Financial Officer

  EX-99.1 2 l08347aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE

Exhibit 99.1

MEDIA CONTACT:	Keith Price 330-796-1863
ANALYST CONTACT:	Barb Gould 330-796-8576
FOR IMMEDIATE RELEASE

#22915fi.604

Goodyear Announces Proposed Offering of Convertible Notes

     AKRON, Ohio, June 28, 2004 – The Goodyear Tire & Rubber Company today announced that it intends to commence an offering of approximately $150 million aggregate principal amount of convertible notes, subject to market and other customary conditions. Goodyear expects to grant the initial purchasers a 30-day option to purchase up to an additional $50 million aggregate principal amount of notes.

     Goodyear intends to use the net proceeds from the offering for general corporate purposes. General corporate purposes may include the temporary repayment of one of the company’s revolving credit facilities.

     The convertible securities, when offered, will be offered in a private placement under Rule 144A, have not been 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 news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

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EX-99.1

Exhibit 99.1