S-8

As filed with the Securities and Exchange Commission on March 21, 2007

Registration No. 333-                      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933

THE GOODYEAR TIRE & RUBBER COMPANY

(Exact name of registrant as specified in its charter)

Ohio
(States or other jurisdiction of
incorporation or organization) 34-0253240
(I.R.S. Employer Identification Number)

1144 E Market St
Akron, Ohio 44316

(Address, including zip code, of registrant’s principal executive offices)

The Goodyear Tire & Rubber Company
Savings Plan for Retail Employees

(Full title of the plan)

C. Thomas, Harvie, Esq., Senior Vice President,
General Counsel and Secretary
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001

(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class	Amount to Be	Offering Price per	Aggregate Offering	Amount of
of Securities to Be Registered (1)	Registered	Share	Price	Registration Fee
Common Stock, Without Par Value	5,000,000(2)	$27.74(3)	$138,700,000(3)	$4,259

(1) In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of plan participation interests to be offered or sold pursuant to The Goodyear Tire & Rubber Company Savings Plan for Retail Employees.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), the number of shares of Common Stock registered hereby is subject to adjustment to prevent dilution by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of Common Stock.

(3) Calculated in accordance with Rule 457(c) and (h) under the Securities Act based on the average of the high and low sales prices per share of the Common Stock on March 14, 2007, as reported by the New York Stock Exchange Consolidated Transactions Tape.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by either The Goodyear Tire & Rubber Company (the “Registrant”) (File No. 1-1927) or The Goodyear Tire & Rubber Company Savings Plan for Retail Employees (the “Plan”) are hereby incorporated by reference into this Registration Statement and a made a part hereof:

• The Annual Report on Form 10-K of the Registrant for the fiscal year ended December 31, 2006 (File No. 1-1927).

• The Definitive Proxy Statement of the Registrant dated March 9, 2007, for its Annual Meeting of Shareholders held on April 10, 2007.

• The Current Reports on Form 8-K of the Registrant filed with the Commission on January 5, 2007, January 5, 2007 (Form 8-K/A), February 16, 2007, February 28, 2007, March 5, 2007 and March 14, 2007 (excluding any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K).

• The description of the Common Stock of Registrant in the Registration Statement on Form 10 filed pursuant to the Exchange Act, and all amendments and reports filed for the purpose of updating such description.

• All documents filed by Registrant or the Plan with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement on Form S-8 and prior to the filing of a post-effective amendment to this Registration Statement on Form S-8 which indicates that all Securities offered pursuant to this Registration Statement have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference in this Registration Statement (excluding any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K).

     Any statement contained in this Registration Statement or in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or incorporated herein by reference, or in any subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities.

     Not Applicable.

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Item 5.   Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.

     Article V of the Code of Regulations of Registrant concerns indemnification of the Registrant’s directors and officers and provides as follows:

INDEMNIFICATION

     “The Company shall indemnify each person who is or was a director, officer or employee of the Company, or of any other corporation which he served as such at the request of the Company, against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit or proceeding (whether brought by or in the right of the Company or such other corporation or otherwise), civil or criminal, or in connection with an appeal relating thereto, in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer, or employee of the Company or of such other corporation, or by reason of any past or future action taken or not taken in his capacity as such director, officer, or employee, whether or not he continues to be such at the time such liability or expense is incurred, provided such person acted, in good faith, in what he reasonably believed to be the best interests of the Company or such other corporation, as the case may be, and, in addition, in any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. As used in this Article, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by, a director, officer, or employee, other than amounts paid to the Company itself or to such other corporation served at the Company’s request. The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer, or employee did not meet the standards of conduct set forth in the first sentence of this Article. Any such director, officer, or employee referred to in this Article who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification hereunder shall be made at the discretion of the Company, but only if (1) the Board, acting by a quorum consisting of directors who are not parties to (or who have been wholly successful with respect to) such claim, action, suit, or proceeding, shall find that the director, officer, or employee has met the standards of conduct set forth in the first sentence of this Article, or (2) independent legal counsel (who may be the regular counsel of the Company) shall deliver to it their written advice that, in their opinion, such director, officer, or employee has met such standards. Expense incurred with respect to any such claim action, suit, or proceeding may be advanced by the Company prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless it shall ultimately be determined that he is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of their heirs, executors, and administrators of any such person.”

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     Indemnification also may be made available by Registrant to its directors, officers, employees and agents, and may be available as a matter of right, under Section 1701.13(E) of the Ohio Revised Code. Section 1701.13(E) of the Ohio Revised Code provides as follows:

     “(E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

     (2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

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          (a) Any claim, issue, or matter as to which such person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;

          (b) Any action or suit in which the only liability asserted against a director is pursuant to Section 1701.95 of the Revised Code.

     (3) To the extent that a director, trustee, officer, employee, member, manager, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding.

     (4) Any indemnification under division (E)(1) or (2) of this section, unless ordered by a court, shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, trustee, officer, employee, member, manager, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made as follows:

          (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;

          (b) If the quorum described in division (E)(4)(a) of this section is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;

          (c) By the shareholders;

          (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.

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     Any determination made by the disinterested directors under division (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this section shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation under division (E)(2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

          (5)(a) Unless at the time of a director’s act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code, expenses, including attorney’s fees, incurred by a director in defending this action, suit, or proceeding shall be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director in which he agrees to do both of the following:

                (i) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation;

                (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding.

          (b) Expenses, including attorney’s fees, incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, member, manager, or agent to repay such amount, if it ultimately is determined that he is not entitled to be indemnified by the corporation.

     (6) The indemnification authorized by this section shall not be exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification under the articles, the regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a

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person who ceased to be a director, trustee, officer, employee, member, manager, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

     (7) A corporation may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section. Insurance may be purchased from or maintained with a person in which the corporation has a financial interest.

     (8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by the corporation pursuant to division (E)(5), (6), or (7).

     (9) As used in division (E) of this section, “corporation” includes all constituent entities in a consolidation or merger and the new or surviving corporation, so that any person who is or was a director, officer, employee, trustee, member, manager, or agent of such a constituent entity, or is or was serving at the request of such constituent entity as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.”

     Registrant maintains and pays the premiums on contracts insuring Registrant (with certain exclusions) against any liability to directors and officers it may incur under the above provisions for indemnification and insuring each director and officer of Registrant (with certain exclusions) against liability and expense, including legal fees, which he or she may incur by reason of his or her relationship to Registrant, even if Registrant does not have the obligation or right to indemnify such director or officer against such liability or expense.

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Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

Exhibit
Number	Description
4.1	Certificate of Amended Articles of Incorporation of Registrant, dated December 20, 1954, Certificate of Amendment to Amended Articles of Incorporation of Registrant, dated April 6, 1993, Certificate of Amendment to Amended Articles of Incorporation of Registrant, dated June 4, 1996, and Certificate of Amendment to Amended Articles of Incorporation of Registrant, dated April 20, 2006, four documents comprising the Registrant’s Articles of Incorporation, as amended.
4.2	Code of Regulations, adopted November 22, 1955, as amended April 5, 1965, April 7, 1980, April 6, 1981, April 13, 1987, May 7, 2003, April 26, 2005, and April 11, 2006.
4.3	Specimen nondenominational Certificate for shares of Common Stock, Without Par Value, of Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
24.1	Power of Attorney, dated December 5, 2006, authorizing Richard J. Kramer, C. Thomas Harvie, Darren R. Wells and Thomas A. Connell to sign this Registration Statement on behalf of certain of the directors and officers of Registrant.

     The Registrant will submit the Plan to the Internal Revenue Service (“IRS”) in a timely manner, and will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.

     All shares of the Common Stock of Registrant held in the Plan Trust at the date of this registration statement were acquired by the Plan trustee in open market transactions. No original issuance or treasury shares of the Common Stock of Registrant have been, or are presently intended to be, issued by Registrant under the Plan. Registrant will file a post-effective amendment with an opinion of counsel regarding the legality of the shares of Common Stock that may be issued to the Plan by Registrant in the event Registrant elects to issue shares of its Common Stock to the Plan in the future.

Item 9.   Undertakings.

     A. The undersigned Registrant hereby undertakes:

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          (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

                (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

                (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (A)(1)(i) and A(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

          (2) The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     B. The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and each filing of the Plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed

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in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

     The Registrant: Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Akron, State of Ohio, on March 21, 2007.

THE GOODYEAR TIRE & RUBBER COMPANY
By:	/s/ Darren R. Wells
	Darren R. Wells
	Senior Vice President of Finance and Strategy

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
Robert J. Keegan	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)
Richard J. Kramer	President, North American Tire and Chief Financial Officer (Principal Financial Officer)
Thomas A. Connell	Vice President — Corporate Finance (Principal Accounting Officer)
James C. Boland	Director	By: /s/ Darren R. Wells
John G. Breen	Director	Darren R. Wells
Gary D. Forsee	Director
William J. Hudson, Jr.	Director	Signing as Attorney-in-Fact for the
Steven A. Minter	Director	directors and officers whose names appear opposite
Denise M. Morrison	Director
Rodney O’Neal	Director	March 21, 2007
Shirley D. Peterson	Director
G. Craig Sullivan	Director
Thomas H. Weidemeyer	Director
Michael R. Wessel	Director

     The Plan: Pursuant to the requirements of the Securities Act of 1933, The Goodyear Tire & Rubber Company in its capacity as Plan Administrator of The Goodyear Tire & Rubber Company Savings Plan for Retail Employees has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Akron, State of Ohio, on March 21, 2007.

THE GOODYEAR TIRE & RUBBER COMPANY SAVINGS PLAN FOR RETAIL EMPLOYEES
By:	/s/ Darren R. Wells
	Name:	Darren R. Wells
	Title:	Senior Vice President of Finance and Strategy

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Index to Exhibits

Exhibit
Number	Description
4.1	Certificate of Amended Articles of Incorporation of Registrant, dated December 20, 1954, Certificate of Amendment to Amended Articles of Incorporation of Registrant, dated April 6, 1993, Certificate of Amendment to Amended Articles of Incorporation of Registrant, dated June 4, 1996, and Certificate of Amendment to Amended Articles of Incorporation of Registrant, dated April 20, 2006, four documents comprising the Registrant’s Articles of Incorporation, as amended.
4.2	Code of Regulations, adopted November 22, 1955, as amended April 5, 1965, April 7, 1980, April 6, 1981, April 13, 1987, May 7, 2003, April 26, 2005, and April 11, 2006.
4.3	Specimen nondenominational Certificate for shares of Common Stock, Without Par Value, of Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
24.1	Power of Attorney, dated December 5, 2006, authorizing Richard J. Kramer, C. Thomas Harvie, Darren R. Wells and Thomas A. Connell to sign this Registration Statement on behalf of certain of the directors and officers of Registrant.

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EX-4.1

                                                                  EXHIBIT 4.1
                                 CERTIFICATE
                                      OF
                      AMENDED ARTICLES OF INCORPORATION
                                      OF
                      THE GOODYEAR TIRE & RUBBER COMPANY


        E.J. Thomas, President, and Arden E. Firestone, Secretary, of The
Goodyear Tire & Rubber Company, an Ohio corporation, with its principal office
located at Akron, Ohio, do hereby certify that a meeting of the holders of the
shares of Common Stock of said corporation (being the only class of shares
outstanding) entitled to vote on the proposal to adopt the Amended Articles of
Incorporation as contained in the following resolution was duly called and held
on the 20th day of December, 1954, at which meeting a quorum of such
shareholders was present in person or by proxy, and that by the affirmative
vote of the holders of shares entitled under the Articles to exercise at least
two-thirds of the voting power of the corporation on such proposal (the
Articles not requiring a greater proportion of such voting power) the following
resolution was adopted:

        RESOLVED, That The Goodyear Tire & Rubber Company hereby adopts the
following Amended Articles of Incorporation and that the President or a Vice
President and the Secretary or an Assistant Secretary of this Corporation are
hereby authorized and directed, on behalf of this Corporation, to sign and file
in the Office of the Secretary of State of the State of Ohio, so as to make
such Amended Articles of Incorporation become effective, a certificate
containing a copy of the resolution adopting such Amended Articles of
Incorporation and a statement of the manner of the adoption thereof:


                      AMENDED ARTICLES OF INCORPORATION

                                      OF

                      THE GOODYEAR TIRE & RUBBER COMPANY

        The Goodyear Tire & Rubber Company, a Corporation for profit
heretofore organized under the General Incorporation Laws of the State of Ohio,
adopts these Amended Articles of Incorporation:

        FIRST: The name of said Corporation shall be The Goodyear Tire &
Rubber Company.

        SECOND: Said Corporation is to be located at Akron in Summit County,
Ohio, and its principal business there transacted.

        THIRD:  Said Corporation is formed for the following purposes:

        (a) To produce, manufacture, purchase, import, or otherwise acquire, to
    own, process, operate, develop and use, to sell, lease, exchange, export or
    otherwise dispose of or turn to account, and to generally deal in, and to
    render any service in respect of: rubber, both natural and synthetic,
    compounds thereof, substitutes therefor, substances having properties or


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uses similar thereto, and articles produced in whole or in part therefrom,
including without limitation tires and tubes of all types and kinds, belts, and
mechanical goods, cotton, rayon and other fibrous materials and articles of
which cotton, rayon or other fibrous materials are a component part, metals,
rims and automotive parts and accessories, guns, ammunition and other articles
useful in the national defense, aircraft and parts and accessories therefor,
and, in general, goods, commodities, and articles of personal property of
whatever nature, and to carry on and conduct the general business of
manufacturing and merchandising.

        (b) To establish, maintain, and operate chemical, physical, and other
laboratories and to carry on chemical, physical, and industrial research of
every kind and character as may be necessary, useful or convenient in
connection with any business of the Corporation, and to produce, manufacture,
construct, import, purchase or otherwise acquire, to own, process, develop and
use, to sell, lease, exchange, export or otherwise dispose of or turn to
account and generally to deal in and with articles of substances invented or
developed thereby.

        (c) To manufacture, construct, mine, produce, import, purchase, lease
or otherwise acquire, hold, own, use, process, maintain, operate, export,
mortgage, sell, convey, assign and otherwise dispose of, distribute, deal in
and turn to account machinery, apparatus, tools, implements, equipment,
materials, supplies, and other personal property of every kind and character
which can or may be advantageously used, consumed or dealt in by the
Corporation in connection with any business it is authorized to conduct; and,
in general, to buy, sell, produce, manufacture, process, use, export, import,
trade in, deal with and turn to account goods, wares, and merchandise of every
class and description.

        (d) To purchase, lease or otherwise acquire, own, hold, use, maintain,
operate, cultivate, develop, sell, lease, convey, exchange or otherwise dispose
of real estate, leaseholds, and other interests in real estate, and to
construct, equip, occupy, improve, use, operate, sell, lease, exchange or
otherwise dispose of buildings, factories, hangars, mills, workshops,
machineshops, laboratories, storehouses, offices, residences, stores, hotels,
facilities, and structures of all kinds, necessary, useful or convenient in
connection with any of the businesses or operations of the Corporation.

        (e) To secure, register, purchase, lease, license, or otherwise to
acquire, and to hold, own, use, operate, develop, improve, introduce, grant
licenses in respect of, sell, assign, and otherwise dispose of and turn to
account, letters patent of the United States or any foreign country, patent
rights, licenses, privileges, inventions, devices, improvements, formulas,
concessions, processes, secret or otherwise, copyrights, trademarks, trade
names and rights analogous thereto granted by, recognized or otherwise existing
under the laws of the United States or any foreign country.

        (f) To borrow money or otherwise use its credit for its corporate
purposes, to issue bonds, debentures, notes and other obligations, secured or
unsecured, from time to time, for moneys borrowed or for property acquired, or
for any other of the purposes of the Corporation, and to secure the same by
mortgage, deed of trust, pledge, or other lien upon any or all of the
properties, rights, privileges or franchises of the Corporation.

        (g) To purchase, by subscription or otherwise, or acquire in any manner,
and to sell, negotiate, guarantee, assign, deal in, exchange, transfer, pledge
or otherwise dispose of, shares of the capital stock, scrip, bonds, coupons,
mortgages, debentures, debenture stock, acceptances, drafts, securities, and
any other evidences of indebtedness of, or interest in, other corporations,
joint stock companies or associations, whether public, private or municipal, or
of any corporate body, domestic or foreign, and while the owner thereof, to

                                      3

    possess and exercise in respect thereof all the rights, powers, and
    privileges  of ownership, including but not limited to the right to vote
    thereon.

        (h) To aid, in any manner whatsoever, any corporation, association,
    copartnership or individual in whose business the Corporation may be in any
    way interested or any of whose properties, including shares of capital
    stock, bonds or other obligations or securities, are held by the
    Corporation or in which it  is in any way interested, and to do any acts or
    things which are or which may appear necessary, useful, convenient or
    appropriate for the preservation, protection, improvement or enhancement of
    the value of any such business or property, or for the promotion of any
    interests of the Corporation.

        (i) To lend money or credit, with or without security, and to guarantee
    and become surety for payment of money and the performance of contracts or
    obligations of any and all kinds, provided it shall not carry on the
    business of an indemnity or a surety company.

        (j) To purchase or otherwise acquire the whole or any part of the
    property, assets, business, good will, and rights, and to undertake or
    assume the whole or any part of the bonds, mortgages, franchises, leases,
    contracts, indebtedness, guarantees, liabilities, and obligations of any
    person, firm or corporation, and to pay therefor in whole or in part with
    shares of its own capital stock, cash, bonds, debentures, notes or other
    obligations, or evidences of indebtedness of the Corporation or
    otherwise; and to hold in any manner dispose of any part or all of the
    property, assets, business, good will, and right so acquired, and to
    conduct in any lawful manner the whole or any part of the business so
    acquired, and to exercise all the powers necessary or convenient in and
    about the management and conduct of such business.

        (k) In general, to carry on any lawful business whatsoever in
    connection with or incidental to the foregoing, or which has for its object
    the promotion, directly or indirectly, of the general interests of the
    Corporation, or the protection, improvement, preservation or enhancement of
    the value of its properties and rights, and to do whatever it may deem
    necessary, convenient or proper for the accomplishment of any one or more
    of the purposes of the Corporation, and, to the same extent and as fully as
    any natural person might lawfully or could do, to do all and every lawful
    act and thing, and to enter into and perform contracts of every kind and
    description with any person, firm, association, corporation, municipality,
    county, state, body politic or government, or subdivision thereof, without
    limitation as to amount, necessary, suitable or convenient for the
    accomplishment of any of the purposes of the Corporation or incident to any
    of the powers hereinbefore enumerated, the enumeration of specific powers
    not being a limitation or restriction in any manner of the general powers
    of the Corporation.

        (l) to do all or any of such acts and things and exercise any of such
    acts in any state of the United States, in any district, territory, colony,
    protectorate or possession thereof, and in any and all foreign countries,
    and to maintain such offices, branches, plants, properties, plantations,
    mines, and establishments in any or all thereof that may be deemed
    advisable by the Corporation.


        FOURTH:  The number of shares which the Corporation is authorized to
have outstanding is 15,000,000, all of which shall be Common Stock with a par
value of $5 each (being the shares heretofore authorized as shares with a par
value of $10 each) having the terms and provisions set forth in these Amended
Articles of Incorporation. Each holder of record of Common Stock shall be
entitled to one vote for each share of said Common Stock standing in his name
on the books of the Corporation.



        No holder of Common Stock, present, past, or future, shall be entitled
as such as a matter of right to subscribe for or purchase any part of not
exceeding 500,000 shares of such Common Stock which may, subsequent to October
31, 1954 be allotted and sold to employees of the Corporation or any of its
subsidiaries, pursuant to such plan or plans for such allotment and sale as the
Board of Directors has determined or may from time to time determine, whether
any such shares of Common Stock shall be issued for cash, property, services or
otherwise.

        FIFTH:  The total stated capital of the Corporation at the time of
adopting these Amended Articles of Incorporation is $45,532,000.00.

        SIXTH:  These Amended Articles of Incorporation supersede and take the
place of the heretofore existing Amended Articles of Incorporation, adopted
March 31, 1952, and filed in the Office of the Secretary of the State of Ohio
on April 3, 1952, including all Certificates of Amendment to Amended Articles
of Incorporation subsequently filed in the Office of the Secretary of the State
of Ohio.

        IN WITNESS WHEREOF, said E. J. Thomas, President, and Arden E.
Firestone, Secretary, of The Goodyear Tire & Rubber Company, acting for and on
behalf of said corporation, have hereunto subscribed their names and caused the
seal of said corporation to be hereunto affixed this 20th day of December,
1954.

                                                By E. J. THOMAS
                                                            President

(CORPORATE SEAL)                                By ARDEN E. FIRESTONE
                                                            Secretary


UNITED STATES OF AMERICA        )
STATE OF OHIO                   )
OFFICE OF THE SECRETARY OF STATE)

        I,                     , Secretary of State of the State of Ohio, do
hereby certify that the foregoing is an exemplified copy, carefully compared by
me with the original record now in my official custody as Secretary of State,
and found to be true and correct, of the

                                  CERTIFICATE
                                      OF
                      AMENDED ARTICLES OF INCORPORATION
                                      OF
                      THE GOODYEAR TIRE & RUBBER COMPANY

filed in this office on the 30th day of December A.D. 1954 and recorded in
Volume 696, Page 255, of the Records of Incorporations.


                                        WITNESS my hand and official seal, at
                                           Columbus, Ohio, this
                                           day of             A.D.

                                        Secretary of State


                                                           EXHIBIT 4.1 Continued

                           CERTIFICATE OF AMENDMENT
                                      TO
                      AMENDED ARTICLES OF INCORPORATION
                                      OF
                      THE GOODYEAR TIRE & RUBBER COMPANY


        Hoyt M. Wells, President, and James Boyazis, Secretary, of The Goodyear
Tire & Rubber Company, an Ohio corporation, with its principal office located
at Akron, Summit County, Ohio, do hereby certify that a meeting of the holders
of the shares of Common Stock of said corporation (being the only class of
shares outstanding) entitling them to vote on the proposal to amend the Amended
Articles of Incorporation thereof, as contained in the following resolution,
was duly called and held on the 5th day of April, 1993, at which meeting a
quorum of such shareholders was present in person or by proxy, and that by the
affirmative vote of the holders of shares entitled under the Amended Articles
of Incorporation to exercise at least two-thirds of the voting power of the
corporation on such proposal (the Amended Articles of Incorporation not
requiring a greater proportion of such voting power) the following resolution
was adopted:

        RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the
    following amendment to its Amended Articles of Incorporation and that the
    President or a Vice President and the Secretary or an Assistant Secretary
    of  The Goodyear Tire & Rubber Company are hereby authorized and directed to
    sign and file in the office of the Secretary of State of the State of Ohio
    a certificate containing a copy of the resolution adopting the amendment
    and a statement of the manner of its adoption:

        The Amended Articles of Incorporation are hereby amended by striking
    out in its entirety Article FOURTH and substituting in lieu thereof the
    following:

        FOURTH:  The maximum number of shares which the Corporation is
    authorized to have outstanding is 350,000,000, consisting of 300,000,000
    shares of Common Stock without par value (hereinafter referred to as
    "Common Stock") and 50,000,000 shares of Preferred Stock without par value
    (hereinafter referred to as "Preferred Stock").

        The express terms of the shares of each class are as follows:


                                    PART A

                      EXPRESS TERMS OF THE COMMON STOCK

Section 1. General.

        The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to each
other share of common Stock. Each holder of record of Common Stock shall be
entitled to one vote for each share of said Common Stock standing in his or her
name on the books of the Corporation upon all matters presented to the
shareholders.

Section 2. Preemptive Rights.

        No holder of Common Stock, present, past or future, shall be entitled
to such as a matter of right to subscribe for or purchase any part of any new
or additional issue of stock or of securities of the Corporation convertible
into stock of any class whatsoever, whether now or hereafter authorized, and
whether issued for cash, property, services or otherwise.


                                      1

Section 3. Purchase of Shares by Corporation

        The Corporation is authorized to purchase shares of Common Stock at
such times, in such manner, for such reasons and on such terms and conditions
as shall be deemed appropriate by the Board of Directors.

                                    PART B

                     EXPRESS TERMS OF THE PREFERRED STOCK


Section 1. Series.

        The Preferred Stock may be issued from time to time in one or more
series. All shares of Preferred Stock shall be of equal rank and the express
terms thereof shall be identical, except in respect of the terms that may be
fixed by the Board of Directors as hereinafter provided, and each share of each
series shall be identical with all other shares of such series, except as to
the date from which dividends are cumulative. Subject to the provisions of
Sections 2 through 8, inclusive, of this Part B, which shall apply to all
Preferred Stock, the Board of Directors is hereby authorized to cause shares of
Preferred Stock to be issued in one or more series and with respect to each
such series to determine and fix:

        (a) The designation of the series, which may be by distinguishing
number, letter or title.

        (b) The authorized number of shares constituting the series, which
number the Board of Directors may, except to the extent otherwise provided in
the creation of the series, from time to time increase or decrease, but not
below the number of shares thereof then outstanding.

        (c) The rate at which dividends shall be payable on shares of such
series.

        (d) The dates on which dividends, if declared, shall be payable on
shares of such series and the dates from which dividends shall be cumulative.

        (e) The redemption rights and price or prices, if any, for shares of
the series.

        (f) The amount, terms, conditions and manner of operation of any
retirement or sinking fund to be provided for the purchase or redemption of
shares of the series.

        (g) The amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation.

        (h) Whether the shares of the series shall be convertible into shares
of any other class or series, and, if so, the specification of such other class
or series, the conversion price or prices or rate or rates, any adjustments
thereof, the date or dates as of which such shares shall be convertible and all
other terms and conditions upon which such conversion may be made.

        (i) The conditions or restrictions, if any, upon the issue of any
additional shares of the same series or of any other class or series.

        The Board of Directors is authorized to adopt from time to time
amendments to the Amended Articles of Incorporation fixing, with respect to
each series, the matters described in clauses (a) to (i), inclusive, of this
Section 1.

Section 1-A. Series A $10.00 Preferred Stock, Without Par Value.

        A series of Preferred Stock is hereby created having the following
terms:

        1. Designation. The shares of such series are designated as: "Series A
$10.00 Preferred Stock, without par value."

                                      2

        2. Authorized Number of Shares - Fractional Shares. The authorized
number of shares constituting the Series A $10.00 Preferred Stock is 3,000,000.
Series A $10.00 Preferred Stock may be issued in fractions of a shares which
shall entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A $10.00 Preferred
Stock.

        3. Dividends and Distributions. (A) Subject to any prior to superior
rights of the holders of any series of Preferred Stock ranking prior and
superior to the shares of Series A $10.00 Preferred Stock with respect to
dividends that may be authorized by the Amended Articles of Incorporation, the
holders of shares of Series A $10.00 Preferred Stock shall be entitled prior to
the payment of any dividends on shares ranking junior to the Series A $10.00
Preferred Stock to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the last day of January, April, July and October in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A $10.00 Preferred Stock,
in an amount per share (rounded to the nearest cent) equal to the greater of
(a) $10.00 or (b) subject to the provisions for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A $10.00 Preferred Stock. In the event the
Corporation shall at any time after July 28, 1986 (the "Rights Declaration
Date") (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount to which holders of shares of Series A $10.00 Preferred Stock
were entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of common Stock that were outstanding immediately prior to such event.

        (B) The Corporation shall declare a dividend or distribution on the
Series A $10.00 Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Payment Date, a dividend of $10.00 per share on the Series A $10.00
Preferred Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

        (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A $10.00 Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issue of such shares of Series A $10.00
Preferred Stock, unless the date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in which case dividends on
such shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of shares of Series A
$10.00 Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date.

                                      3


        (D) Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A $10.00 Preferred Stock in an amount less than
the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date
for the determination of holders of shares of Series A $10.00 Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 60 days prior to the date fixed for the
payment thereof.

        (E) Dividends in full shall not be declared or paid or set apart for
payment on the Series A $10.00 Preferred Stock for a dividend period termination
on a Quarterly Dividend Payment Date unless dividends in full have been
declared or paid or set apart for payment on the Preferred Stock of all series
(other than series with respect to which dividends are not cumulative from a
date prior to such dividend date) for the respective dividend periods
terminating on such dividend date. When the dividends are not paid in full on
all series of the Preferred Stock, the shares of all series shall share ratably
in the payment of dividends, including accumulations, if any, in accordance
with the sums which would be payable on said shares if all dividends were
declared and paid in full.

        4. Liquidation, Dissolution or Winding Up. (A) Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A $10.00 Preferred Stock
unless, prior thereto, the holders of shares of Series A $10.00 Preferred Stock
shall have received $10.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
$10.00 Preferred Stock unless, prior thereto, the holders of shares of Common
Stock shall have received an amount per share (the "Common Adjustment") equal
to the quotient obtained by dividing (i) the Series A Liquidation Preference
by (ii) 100 (as appropriately adjusted as set forth in subparagraph (C) below
to reflect such events as stock splits, stock dividends and recapitalizations
with respect to the Common Stock) (such number in clause (ii) is hereinafter
referred to as the "Adjustment Number"). Following the payment of the full
amount of the Series A Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series A $10.00 Preferred Stock and Common
Stock, respectively, holders of Series A $10.00 Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

        (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A $10.00 Preferred Stock, then such
remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the
event, however, that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

        (C) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such case
the Adjustment Number in effect immediately prior to such event shall be
adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock there were

                                      4


outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

        5. Conversion on Merger, Consolidation, etc. In case the Corporation
shall enter into any merger, consolidation, combination or other transaction in
which the shares of Common Stock are exchanged or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A $10.00 Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the amount
set forth in the preceding sentence with respect to the exchange or change of
shares of Series A $10.00 Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

        6. Redemption. The outstanding shares of Series A $10.0 Referred Stock
shall not be redeemable.

        7. Condition to Issuance of any other Series. The Articles of
Incorporation of the Corporation shall not be further amended to provide for
the issuance of any other series of Preferred Stock without the affirmative vote
of the holders of at least two-thirds of the outstanding shares of Series A
$10.00 Preferred Stock, voting separately as one voting group.

Section 2. Dividends.

        (a) The holders of Preferred Stock of each series, in preference of the
holders of shares of Common Stock and of any other class of shares ranking
junior to the Preferred Stock, shall be entitled to receive out of any funds
legally available and when and as declared by the Board of Directors dividends
in cash at the rate for such series fixed in accordance with the provisions of
Section 1 of this Part B and no more, payable on the dividend payment
dates fixed for such series. Such dividends shall be cumulative, in the case of
shares of each particular series, from and after the date or dates fixed with
respect to such series. No dividend may be paid upon or declared or set apart
for any series of the Preferred Stock at any time unless at the same time a
like proportionate dividend for the dividend periods terminating on the same
date or any earlier date, ratably in proportion to the respective annual
dividend rates, shall have been paid upon or declared or funds therefor set
apart for all shares of Preferred Stock of all series then issued and
outstanding and entitled to receive such dividend.

        (b) So long as any Preferred Stock shall be outstanding, no dividend,
except a dividend payable in Common Stock or other shares ranking junior to the
Preferred Stock, shall be paid or declared or any distribution be made except
as aforesaid on the Common Stock or any other shares ranking junior to the
Preferred Stock, nor shall any shares of Common Stock or any other shares
ranking junior to the Preferred Stock be purchased, retired or otherwise
acquired by the Corporation (except out of the proceeds of the sale of Common
Stock or other shares ranking junior to the Preferred Stock received by the
Corporation on or subsequent to the date on which shares of Preferred Stock are
first issued), unless (i) all accrued and unpaid dividends upon all Preferred
Stock then outstanding payable on all dividend payment dates occurring on or
prior to the date of such

                                       5


action shall have been declared and paid or funds sufficient therefor, set
apart, and (ii) at the date of such action there shall be no arrearages with
respect to the redemption of Preferred Stock of any series from any sinking
fund provided for shares of such series in accordance with the provisions of
Section 1 of this Part B.

Section 3. Redemption

        (a) Subject to the express terms of each series, the Corporation may
from time to time redeem all or any part of the Preferred Stock of any series
at the time outstanding (i) at the option of the Board of Directors at the
applicable redemption price for such series fixed in accordance with the
provisions of Section 1 of this Part B or (ii) in fulfillment of the
requirements of any sinking fund provided for shares of such series at the
applicable sinking fund redemption price fixed in accordance with the
provisions of Section 1 of this Part B, together in each case with (1) all then
unpaid dividends upon such shares payable on all dividend payment dates for
such series occurring on or prior to the redemption date, plus (2) if the
redemption date is not a dividend payment date for such series, a
proportionate dividend, based on the number of elapsed days, for such series,
for the period from the day following the most recent such dividend payment
date through the redemption date.

        (b) Notice of every such redemption shall be mailed, postage prepaid,
to the holders of record of the Preferred Stock to be redeemed at their
respective addresses then appearing on the books of the Corporation, not less
than 30 days  nor more than 60 days prior to the date fixed for such
redemption. At any time after notice has been given as above provided and
before the date of redemption specified in such notice the Corporation may
deposit the aggregate redemption price of the shares of Preferred Stock to be
redeemed, together with an amount equal to the aggregate amount of dividends
payable upon such redemption, with any bank or trust company in New York, New
York, having capital and surplus of more than $100,000,000, named in such
notice, and direct that such deposited amount be paid to the respective holders
of the shares of Preferred Stock so to be redeemed upon surrender of the stock
certificate or certificates held by such holders. After the mailing of such
notice and the making of such deposit of money, such holders shall cease to be
shareholders with respect to such shares and shall have no interest in or claim
against the Corporation with respect to such shares, except only the right to
receive such money from such bank or trust company without interest or to
exercise, before the redemption date, any unexpired privileges of conversion.

        (c) In the event less than all of the outstanding shares of any series
of Preferred Stock are to be redeemed, the Corporation shall select pro rata or
by lot the shares so to be redeemed in such manner as shall be prescribed by
the Board of Directors.

        (d) If the holders of shares of Preferred Stock which shall have been
called for redemption shall not, without six years after such deposit, claim
the amount deposited for the redemption thereof, any such bank or trust company
shall, upon demand, pay over to the Corporation such unclaimed amounts and
thereupon such bank or trust company and the Corporation shall be relieved of
all responsibility in respect thereof and to such holders.

        (e) Any shares of Preferred Stock (i) redeemed by the Corporation
pursuant to the provisions of this Section 3, (ii) purchased and delivered in
satisfaction of any sinking fund requirements provided for shares of any
series of Preferred Stock, (iii) converted in accordance with the express terms
of any such series, or (iv) otherwise acquired by the Corporation, shall resume
the status of authorized and unissued shares of Preferred Stock without serial
designation.

Section 4. Liquidation.

        (a) The holders of Preferred Stock of any series shall,in cash of
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, be


                                      6

entitled to receive in full out of the assets of the Corporation, including its
capital, before any amount shall be paid or distributed among the holders of
shares of Common Stock or any other shares ranking junior to the Preferred
Stock, the amounts fixed with respect to shares of such series in accordance
with Section 1 of this Part B, plus an amount equal to (i) all then unpaid
dividends upon such shares payable on all dividend payment dates for such series
occurring on or prior to the date of payment of the amount due pursuant to such
liquidation, dissolution or winding up, plus (ii) if such date is not a dividend
payment date for such series, a proportionate dividend, based on the number of
elapsed days, for the period from the day following the most recent such
dividend payment date through such date of payment of the amount due pursuant to
such liquidation, dissolution or winding up. In case the net assets of the
Corporation legally available therefor are insufficient to permit the payment
upon all outstanding shares of Preferred Stock of the full preferential amount
to which they are respectively entitled, then such net assets shall be
distributed ratably upon outstanding shares of Preferred Stock in proportion to
the full preferential amount to which each such share is entitled.



          After payment to holders of Preferred Stock of the full preferential
amounts as aforesaid, holders of Preferred Stock as such shall have no right or
claim to any of the remaining assets of the Corporation.

          (b) The merger or consolidation of the Corporation into or with any
other corporation, or the merger of any other corporation into it, or the sale,
lease or conveyance of all or substantially all the property or business of the
Corporation shall not be deemed to be a dissolution, liquidation or winding up
for the purposes of this Section 4.

Section 5. Voting.

          (a) The holders of Preferred Stock shall not be entitled to vote upon
matters presented to the shareholders, except as provided in this Section 5 or
as required by law.

          (b) Whenever, and so long as, the Corporation shall be in default of
the payment of the equivalent of six full quarterly dividends (whether or not
consecutive) on any series of Preferred Stock at the time outstanding, whether
or not earned or declared, the holders of Preferred Stock of all series, voting
separately as a class without regard to series, shall be entitled to elect, as
herein provided, two members of the Board of Directors of the Corporation;
provided, however, that the holders of shares of Preferred Stock shall not have
or exercise such special class voting rights except at meetings of such
shareholders for the election of directors at which the holders of not less than
a majority of the outstanding shares of Preferred Stock of all series then
outstanding are present in person or by proxy; and provided further that  the
special class voting rights provided for in this paragraph, when the same shall
have become vested, shall remain so vested until all accrued and unpaid
dividends on the Preferred Stock of all series then outstanding shall have been
paid, whereupon the holders of Preferred Stock shall be divested of this
special class voting rights in respect of subsequent elections of directors,
subject to the revesting of such special class voting rights in the event of
the occurrence of the default hereinabove specified in this Subsection (b). In
the event of a default entitling the holders of Preferred Stock to elect two
Directors as specified in this Subsection (b), a special meeting of such
holders for the purpose of electing such directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least 10% of the shares of Preferred Stock of all
series at the time outstanding, and notice thereof shall be given in the same
manner as that required for the annual meeting of shareholders; provided,
however, that the Corporation shall not be required to call such special
meeting if the annual meeting of shareholders shall be held within 120 days
after the date of receipt of the foregoing written request from the holders of
Preferred Stock. At any meeting at which the holders of Preferred Stock shall
be entitled to elect Directors, the holders of a majority of the then
outstanding shares of Preferred Stock of all series, present

                                      7

in person or by proxy, shall be sufficient to constitute a quorum, and the vote
of the holders of a majority of such shares so present at any such meeting at
which there shall be such a quorum shall be sufficient to elect the members of
the Board of Directors which the holders of Preferred Stock are entitled to
elect as hereinabove provided. Notwithstanding any provision of these Amended
Articles of Incorporation or the Code of Regulations of the Corporation or any
action taken by the holders of any class of shares fixing the number of
Directors of the Corporation, the two Directors who may be elected by the
holders of Preferred Stock pursuant to this Subsection (b) shall serve in
addition to any other Directors then in office or proposed to be elected
otherwise than pursuant to this Subsection (b). Nothing in this Subsection (b)
shall present any change otherwise permitted in the total number of Directors
of the Corporation or require the resignation of any Director elected otherwise
than pursuant to this Subsection (b). Notwithstanding any classification of the
other Directors of the Corporation, the two Directors elected by the holders of
Preferred Stock shall be elected annually for terms expiring at the next
succeeding annual meeting of shareholders.

          (c) The affirmative vote or consent of the holders of at least
two-thirds of the shares of Preferred Stock at the time outstanding, voting or
consenting separately as a class, given in person or by proxy either in writing
or at a meeting called for the purpose, shall be necessary to effect any one or
more of the following (but so far as the holders of Preferred Stock are
concerned, such action may be effected with such vote or consent):

          (1) Any amendment, alteration or repeal of any of the provisions of
              the Amended Articles of Incorporation or of the Code of
              Regulations of the Corporation which adversely affects the
              preferences or voting or other rights of the holders of Preferred
              Stock; provided, however, that for the purpose of this Subsection
              (c) only, neither the Amendment of the Amended Articles of
              Incorporation so as to authorize, create or change the authorized
              or outstanding amount of Preferred Stock or of any shares of any
              class ranking on a parity with or junior to the Preferred Stock
              nor the amendment of the provisions of the Code of Regulations so
              as to change the number of directors of the Corporation shall be
              deemed to affect adversely the preferences or voting or other
              rights of the holders of Preferred Stock; and provided further,
              that if such amendment, alteration or repeal affects adversely
              the preferences or voting or other rights of one or more but not
              all series of Preferred Stock at the time outstanding, only the
              affirmative vote or consent of the holders of at least two-thirds
              of the number of the shares at the time outstanding of the series
              so affected shall be required;

          (2) The purchase or redemption (for sinking fund purposes or
              otherwise) of less than all of the Preferred Stock then
              outstanding expect in accordance with a stock purchase offer made
              to all holders of record of Preferred Stock, unless all dividends
              on all Preferred Stock then outstanding for all previous dividend
              periods shall have been declared and paid for funds therefor set
              apart and all accrued sinking fund obligations applicable thereto
              shall have been complied with; or

          (3) The authorization, creation or the increase in the authorized
              amount of any shares of any class or any security convertible into
              shares of any class, in either case ranking prior to the Preferred
              Stock.

          (d) The affirmative vote or consent of the holders of at least a
majority of the shares of Preferred Stock at the time outstanding, voting or
consenting separately as a class, given in person or by proxy either in writing
or at a meeting called for the purpose, shall be necessary to effect any one or
more of the following (but so far as the holders of Preferred Stock are
concerned, such action may be effected with such vote or consent):

          (1) The sale, lease or conveyance by the Corporation of all or
              substantially all of its property or business;

                                       8



          (2) The consolidation of the Corporation with or its merger into any
              other corporation, unless the corporation resulting from such
              consolidation or surviving such merger will not have after such
              consolidation or merger any class of shares either authorized or
              outstanding ranking prior to or on a parity with the Preferred
              Stock except the same number of shares ranking prior to or on a
              parity with the Preferred Stock and having the same rights and
              preferences as the shares of the Corporation authorized and
              outstanding immediately preceding such consolidation or merger
              (and each holder of Preferred Stock immediately preceding such
              consolidation or merger shall receive the same number of shares
              with the same rights and preferences of the resulting or surviving
              corporation); or

          (3) The authorization of any shares ranking on a parity with the
              Preferred Stock or an increase in the authorized number of shares
              of Preferred Stock.

          (e) Neither the vote, consent nor any adjustment of the voting rights
of holders of shares of Preferred Stock shall be required for an increase in the
number of shares of Common Stock authorized or issued or for stock splits of the
Common Stock or for stock dividends on any class of stock payable solely in
Common Stock; and none of the foregoing action shall be deemed to affect
adversely the preferences or voting or other rights of Preferred stock within
the meaning and for the purpose of this Part B.

Section 6. Convertible Series.

          If and to the extent that there are created series of Preferred Stock
which are convertible (hereinafter referred to as "convertible series") into
shares of Common Stock or into shares of any other class or series of the
Corporation (hereinafter collectively called "conversion shares"), the following
terms and provisions shall be applicable to all convertible series, except as
may be otherwise expressly provided in the terms of any such series.

          (a) The holder of each share of a convertible series may exercise the
conversion privilege in respect thereof by delivering to any transfer agent for
the respective series the certificate for the share to be converted and written
notice that the holder elects to convert such share. Conversion shall be deemed
to have been effected immediately prior to the close of business on the date
when such delivery is made, and such date is referred to in this Section as the
"conversion date". On the conversion date or as promptly thereafter as
practicable, the Corporation shall deliver to the holder of the stock
surrendered for conversion, or as otherwise directed by him in writing, a
certificate for the number of full conversion shares deliverable upon the
conversion of such stock and a check or cash in respect of any fraction of a
share as provided in subsection (b) of this Section 6. The person in whose name
the stock certificate is to be registered shall be deemed to have become a
holder of the conversion shares of record on the conversion date. No adjustment
shall be made for any dividends on shares of stock surrendered for conversion or
for dividends on the conversion shares delivered on conversion.

          (b) The Corporation shall not be required to deliver fractional shares
upon conversion of shares of a convertible series. If more than one share shall
be surrendered for conversion at one time by the same holder, the number of full
conversion shares deliverable upon conversion thereof shall be computed on the
basis of the aggregate number of shares so surrendered. If any fractional
interest in a conversion share would otherwise be deliverable upon the
conversion, the Corporation shall in lieu of delivering a fractional share
therefor make an adjustment therefor in cash at the current market value
thereof, computed (to the nearest cent) on the basis of the closing price of the
conversion share on the last business day before the conversion date.

          For the purpose of this Section, the "closing price of the conversion
share" on any business day shall be the last reported sales price regular way
per share on such day, or, in

                                       9



case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices regular way, in either case on the New York Stock
Exchange, or, if the conversion shares are not then listed or admitted to
trading on such Exchange, on the principal national securities exchange on which
the conversion shares are listed or admitted to trading as determined by the
Board of Directors, or if not so listed or admitted, the mean between the
average bid and asked prices per conversion shares in the over-the-counter
market as furnished by any member of the National Association of Securities
Dealers or other nationally recognized organization of securities dealers
selected from time to time by the Board of Directors for that purpose; and
"business day" shall be each day on which the New York Stock Exchange or other
national securities exchange or over-the-counter market used for the purposes of
the above calculation is open for trading.

          (c) Upon conversion of shares of any convertible series, the stated
capital of the conversion shares delivered upon such conversion shall be the
aggregate par value of the shares so delivered having par value, or, in the case
of shares without par value, shall be an amount equal to the stated capital
represented by each such share outstanding at the time of such conversion
multiplied by the number of such shares delivered upon such conversion. The
stated capital of the Corporation shall be correspondingly increased or reduced
to reflect the difference between the stated capital of the shares of the
convertible series so converted and the stated capital of the shares delivered
upon such conversion.

          (d) In the event of any reclassification or change of outstanding
conversion shares (except a split or combination, or a change in par value, or a
change from par value to no par value, or a change from no par value to par
value), provision shall be made as part of the terms of such reclassification or
change that the holder of each share of each convertible series then outstanding
shall have the right to receive upon the conversion of such share, at the
conversion rate or price which otherwise would be in effect at the time of
conversion, with substantially the same protection against dilution as is
provided in the terms of such convertible series, the same kind and amount of
stock and other securities and property as he would have owned or have been
entitled to receive upon the happening of any of the events described above had
such share been converted immediately prior to the happening of the event.

          (e) In the event the Corporation shall be consolidated with or shall
merge into any other corporation, provision shall be made as a part of the terms
of such consolidation or merger whereby the holder of each share of each
convertible series outstanding immediately prior to such event shall thereafter
be entitled to such rights with respect to securities of the Corporation
resulting from such consolidation or merger so that rights of such holders as
specified in the terms of such convertible series shall not be substantially
prejudiced; provided, however, that the provisions of this Subsection (e) shall
be inapplicable if such consolidation or merger shall be approved by the holders
of two-thirds of the outstanding shares of such convertible series of Preferred
Stock.

          (f) The Corporation hereby reserves and shall at all times reserve and
keep available free from preemptive rights, out of its authorized but unissued
shares or treasury shares, for the purpose of delivery upon conversion of shares
of each convertible series, such number of conversion shares as shall from time
to time be sufficient to permit the conversion of all outstanding shares of
all convertible series of Preferred Stock.

Section 7. Preemptive Rights - Purchase of Shares by Corporation.

          (a) No holder of Preferred stock, present, past or future, shall be
entitled as such as a matter of right to subscribe for or purchase any part of
any new or additional stock of any series or class or of securities of the
Corporation convertible into stock of any class whatsoever, whether now or
hereafter authorized, and whether issued for cash, property, services or
otherwise.

                                       10



          (b) The Corporation is authorized to purchase any shares of any series
of Preferred Stock from time to time and at such times, in such manner, for such
reasons and on such terms and conditions as shall be deemed appropriate by the
Board of Directors.

Section 8. Definitions.

          For the purpose of this Part B:

          Whenever reference is made to shares "ranking prior to the Preferred
Stock," such reference shall mean and include all shares of the Corporation in
respect of which the rights of the holders thereof either as to the payment of
dividends or as to distribution in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the Corporation are given preference
over the right of the holders of Preferred Stock; whenever reference is made to
shares "on a parity with the Preferred Stock", such reference shall mean and
include all shares of the Corporation in respect of which the right of the
holders thereof (i) are not given preference over the rights of the holders of
Preferred Stock either as to the payment of dividends or as to distributions in
the event of a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation and (ii) either as to the payment of dividends or as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, or as to both, rank on an equality
(except as to the amounts fixed therefor) with the rights of the holders of
Preferred Stock; and whenever reference is made to shares "ranking junior to the
Preferred Stock" such reference shall mean and include all shares of the
Corporation in respect of which the rights of the holders thereof both as to the
payment of dividends and as to distributions in the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation are junior
and subordinate to the rights of the holders of the Preferred Stock.

          IN WITNESS WHEREOF, said Hoyt M. Wells, President, and James Boyazis,
Secretary, of THE GOODYEAR TIRE & RUBBER COMPANY, acting for and on behalf of
said corporation, have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 6th day of April, 1993.


                                         By: /s/ Hoyt M. Wells
                                             -----------------------------------
                                             Hoyt M. Wells, President

[SEAL]

                                         By: /s/ James Boyazis
                                             -----------------------------------
                                             James Boyazis, Secretary

                                       11

                                                           EXHIBIT 4.1 Continued

                           CERTIFICATE OF AMENDMENT
                                      TO
                      AMENDED ARTICLES OF INCORPORATION

                                      OF

                      THE GOODYEAR TIRE & RUBBER COMPANY

     Samir F. Gibara, President, and James Boyazis, Secretary, of The Goodyear
Tire & Rubber Company, an Ohio corporation, with its principal office located at
Akron, Summit County, Ohio, do hereby certify that, pursuant to the authority
conferred upon the Board of Directors of said corporation by Section 1 of Part B
of ARTICLE FOURTH of the Amended Articles of Incorporation of the said
corporation and by the Ohio General Corporation Law, at a meeting of the Board
of Directors of said corporation duly called and held on the 4th day of June,
1996, at which meeting a quorum of the Board of Directors was at all times
present, the Board of Directors was without shareholder action, which
shareholder action was not required, the following resolution:

          RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the
     following amendment to its Amended Articles of Incorporation, as amended to
     date, and that the Chairman of the Board, the President or a Vice President
     and the Secretary or an Assistant Secretary of the Company are hereby
     authorized and directed to sign and file in the office of the Secretary of
     State of the State of Ohio a certificate containing a copy of the
     resolution adopting the amendment and a statement of the manner of its
     adoption:

          The Amended Articles of Incorporation of the Company are hereby
     amended to create a new series of Preferred Stock by adding a new Section
     1-B to PART B of ARTICLE FOURTH as follows:

          Section 1-B. Series B Preferred Stock, Without Par Value.

          A series of Preferred Stock is hereby created having the following
     terms:

          1. Designation. The shares of such series are designated as: "Series B
     Preferred Stock, without par value."

          2. Authorized Number of Shares - Fractional Shares. The authorized
     number of shares constituting the Series B Preferred Stock is 7,000,000.
     Series B Preferred Stock may be issued in fractions of a share which shall
     entitle the holder, in proportion to such holder's fractional shares, to
     exercise voting rights, receive dividends, participate in distributions and
     to have the benefit of all other rights of holders of Series B Preferred
     Stock.

          3. Dividends and Distributions.

          (A) Subject to any prior and superior rights of the holders of any
     series of Preferred Stock ranking prior and superior to the shares of
     Series B Preferred Stock with

                                       1



     respect to dividends that may be authorized by the Amended Articles of
     Incorporation, the holders of shares of Series B Preferred Stock shall be
     entitled prior to the payment of any dividends on shares ranking junior to
     the Series B Preferred Stock to receive, when, as and if declared by the
     Board of Directors out of funds legally available for the purpose,
     quarterly dividends payable in cash on the last day of January, April, July
     and October in each year (each such date being referred to herein as a
     "Quarterly Dividend Payment Date"), commencing on the first Quarterly
     Dividend Payment Date after the first issuance of a share or fraction of a
     share of Series B Preferred Stock, in an amount per share (rounded to the
     nearest cent) equal to the greater (a) $25.00 or (b) subject to the
     provisions for adjustment hereinafter set forth, 100 times the aggregate
     per share amount of all cash dividends, and 100 times the aggregate per
     share amount (payable in kind) of all non-cash dividends or other
     distributions other than a dividend payable in shares of Common Stock or a
     subdivision of the outstanding shares of Common Stock (by reclassification
     or otherwise), declared on the Common Stock since the immediately preceding
     Quarterly Dividend Payment Date, or, with respect to the first Quarterly
     Dividend Payment Date, since the first issuance of any share or fraction of
     a share of Series B Preferred Stock. In the event the Corporation shall at
     any time after July 29, 1996 (the "Rights Declaration Date") (i) declare
     any dividend on Common Stock payable in shares of Common Stock, (ii)
     subdivide the outstanding Common Stock, or (iii) combine the outstanding
     Common Stock into a smaller number of shares, then in each such case the
     amount to which holders of shares of Series B Preferred Stock were entitled
     immediately prior to such event under clause (b) of the preceding sentence
     shall be adjusted by multiplying such amount by a fraction the numerator of
     which is the number of shares of Common Stock outstanding immediately after
     such event and the denominator of which is the number of shares of Common
     Stock that were outstanding immediately prior to such event.

          (B) The Corporation shall declare a dividend or distribution on the
     Series B Preferred Stock as provided in paragraph (A) above immediately
     after it declares a dividend or distribution on the Common Stock (other
     than a dividend payable in shares of Common Stock); provided that, in the
     event no dividend or distribution shall have been declared on the Common
     Stock during the period between any Quarterly Dividend Payment Date and the
     next subsequent Quarterly Dividend Payment Date, a dividend of $25.00 per
     share on the Series B Preferred Stock shall nevertheless be payable on such
     subsequent Quarterly Dividend Payment Date.

          (C) Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series B Preferred Stock from the Quarterly Dividend Payment Date
     next preceding the date of issue of such shares of Series B Preferred
     Stock, unless the date of issue of such shares is prior to the record date
     for the first Quarterly Dividend Payment Date, in which case dividends on
     such shares shall begin to accrue from the date of issue of such shares, or
     unless the date of issue is a Quarterly Dividend Payment Date or is a date
     after the record date for the determination of holders of shares of Series
     B Preferred Stock entitled to receive a quarterly dividend and before such
     Quarterly Dividend Payment Date, in either of which events such dividends
     shall begin to accrue and be cumulative from such Quarterly Dividend
     Payment Date.

          (D) Accrued but unpaid dividends shall not bear interest. Dividends
     paid on the shares of Series B Preferred Stock in an amount less than the
     total amount of such dividends at the time accrued and payable on such
     shares shall be allocated pro rata on a share-by-share basis among all such
     shares at the time outstanding. The Board of Directors may fix a record
     date for the determination of holders of shares of Series B Preferred Stock
     entitled to receive payment of a dividend or distribution declared thereon,

                                       2


     which record date shall be no more than 60 days prior to the date fixed for
     the payment thereof.

          (E) Dividends in full shall not be declared or paid or set apart for
     payment on the Series B Preferred Stock for a dividend period terminating
     on the quarterly Dividend Payment Date unless dividends in full have been
     declared or paid or set apart for payment on the Preferred Stock of all
     series (other than series with respect to which dividends are not
     cumulative from a date prior to such dividend date) on such dividend date.
     When the dividends are not paid in full on all series of the Preferred
     Stock, the shares of all series shall share ratably in the payment of
     dividends, including accumulations, if any, in accordance with the sums
     which would be payable on such shares if all dividends were declared and
     paid in full.

          4. Liquidation, Dissolution or Winding Up

          (A) Upon any liquidation, dissolution or winding up of the
    Corporation, no distribution shall be made to the holders of shares of
    stock ranking junior (either as to dividends or upon liquidation,
    dissolution or winding up) to the Series B Preferred Stock unless, prior
    thereto, the holders of shares of Series B Preferred Stock shall have
    received $25.00 per share, plus an amount equal to accrued and unpaid
    dividends and distributions thereon, whether or not declared, to the date
    of such payment (the "Series B Liquidation Preference"). Following the
    payment of the full amount of the   Series B Liquidation Preference, no
    additional distribution shall be made to the holders of shares of Series B
    Preferred Stock unless, prior thereto, the holders of shares of Common
    Stock shall have received an amount per share (the "Common Adjustment")
    equal to the quotient obtained by dividing (i) the Series B Liquidation
    Preference by (ii) 100 (as appropriately adjusted as set forth in
    subparagraph (C) below to reflect such events as stock splits, stock
    dividends and recapitalizations with respect to the Common Stock) (such
    number in clause (ii) is hereinafter referred to as the "Adjustment
    Number"). Following the payment of the full amount of the Series B
    Liquidation Preference and the Common Adjustment in respect of all
    outstanding shares of Series B Preferred Stock and Common Stock
    respectively, holders of Series B Preferred Stock and holders of shares of
    Common Stock shall receive their ratable and proportionate share of the
    remaining assets to be distributed in the ratio of the Adjustment Number to
    1 with respect to such Series B Preferred Stock and Common Stock, on a per
    share basis, respectively.

          (B) In the event, however, that there are not sufficient assets
     available to permit payment in full of the Series B Liquidation Preference
     and the liquidation preferences of all other series of Preferred Stock, if
     any, which rank on a parity with the Series B Preferred Stock, then such
     remaining assets shall be distributed ratably to the holders of such parity
     shares in proportion to their respective liquidation preferences. In the
     event, however, that there are not sufficient assets available to permit
     payment in full of the Common Adjustment, then such remaining assets shall
     be distributed ratably to the holders of Common Stock.

          (C) In the event the Corporation shall at any time after the Rights
     Declaration Date (i) declare any dividend on Common Stock payable in shares
     of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
     combine the outstanding Common Stock into a smaller number of shares, then
     in each such case the Adjustment Number in effect immediately prior to such
     event shall be adjusted by multiplying such Adjustment Number by a fraction
     the numerator of which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is the number of
     shares of

                                       3


     Common Stock that were outstanding immediately prior to such event.

          5. Conversion on Merger, Consolidation, etc. In case the Corporation
     shall enter into any merger, consolidation, combination or other
     transaction in which the shares of Common Stock are exchanged or changed
     into other stock or securities, cash and/or any other property, then in any
     such case each share of Series B Preferred Stock shall at the time be
     similarly exchanged or changed in an amount per share (subject to the
     provision for adjustment hereinafter set forth) equal to 100 times the
     aggregate amount of stock, securities, cash and/or any other property
     (payable in kind), as the case may be, into which or for which each share
     of Common Stock is changed or exchanged. In the event the Corporation shall
     at any time after the Rights Declaration Date (i) declare any dividend on
     Common Stock payable in shares of Common Stock, (ii) subdivide the
     outstanding Common Stock, or (iii) combine the outstanding Common Stock
     into a smaller number of shares, then in each such case the amount set
     forth in the preceding sentence with respect to the exchange or change of
     shares of Series B Preferred Stock shall be adjusted by multiplying such
     amount by a fraction the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.

          6. Redemption. The outstanding shares of Series B Preferred Stock
     shall not be redeemable.

          7. Condition to Issuance of any other Series. The Articles of
     Incorporation of the Corporation shall not be further amended to provide
     for the issuance of any other series of Preferred Stock without the
     affirmative vote of the holders of at least two-thirds of the outstanding
     shares of Series B Preferred Stock, voting separately as one voting group.

     IN WITNESS WHEREOF, said Samir F. Gibara, President, and James Boyazis,
Secretary, of The Goodyear Tire & Rubber Company, acting on behalf of said
corporation, have hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 4th day of June, 1996.


                                        By: /s/ Samir F. Gibara
                                            ------------------------------------
                                            Samir F. Gibara, President


                                        By: /s/ James Boyazis
                                            ------------------------------------
                                            James Boyazis, Secretary

[SEAL]

                                        4




                           UNITED STATES OF AMERICA,
                                 STATE OF OHIO,
                        OFFICE OF THE SECRETARY OF STATE

          I, BOB TAFT, Secretary of State of the State of Ohio, do hereby
     certify that the foregoing is a true and correct copy, consisting of 4
     pages, as taken from the original record now in my official custody as
     Secretary of State.

                                            WITNESS my hand and official seal at
                                            Columbus, Ohio, this 30th day of
                                            July, A.D., 1996.

[SEAL OF THE SECRETARY OF STATE OF OHIO]

                                        By: /s/ Bob Taft
                                            ------------------------------------

                                                                        BOB TAFT
                                                              Secretary of State
                                        By: /s/ A Henderson
                                            ------------------------------------

   NOTICE: THIS IS AN OFFICIAL CERTIFICATION ONLY WHEN REPRODUCED IN RED INK.


                                                           EXHIBIT 4.1 Continued

                                 STATE OF OHIO
                                  CERTIFICATE
                 OHIO SECRETARY OF STATE, J. KENNETH BLACKWELL

                                     12127

 It is hereby certified that the Secretary of State of Ohio has custody of the
                              business records for
                       THE GOODYEAR TIRE & RUBBER COMPANY
       and, that said business records show the filing and recording of:

Document(s)                                       Document No(s):
DOMESTIC/AMENDMENT TO ARTICLES                    200611400168




                                             Witness my had and the seal of
            [seal]                           the Secretary of State at Columbus,
  United States of America                   Ohio this 20th day of April, A.D.
         State of Ohio                       2006.
Office of the Secretary of State
                                             /s/ J. Kenneth Blackwell

                                              Ohio Secretary of State


(SEAL)   Prescribed by J. KENNETH BLACKWELL   Expedite this Form: (Select One)
               Ohio Secretary of State        Mail Form to one of the Following:
            Central Ohio: (614) 466-3910
              Toll Free: 1-877-SOS-FILE       [X] Yes   PO Box 1390
                  (1-877-767-3453)                      Columbus, OH 43216

                                               *** Requires an additional fee of
                                                            $100***

                                              [ ] No   PO Box 1028
                                                       Columbus, OH 43216

www.state.oh.us/sos
e-mail: busserv@sos.state.oh.us

                           CERTIFICATE OF AMENDMENT BY
                             SHAREHOLDERS OR MEMBERS
                                   (Domestic)
                                Filing Fee $50.00

(CHECK ONLY ONE (1) BOX

(1) Domestic for Profit   PLEASE READ    (2) Domestic Non-Profit
                          INSTRUCTIONS

[ ]   Amended      [X]   Amendment       [ ]   Amended      [ ]   Amendment
      (122-AMAP)         (125-AMDS)            (126-AMAN)         (128-AMD)

COMPLETE THE GENERAL INFORMATION IN THIS SECTION FOR THE BOX CHECKED ABOVE.

Name of Corporation   The Goodyear Tire & Rubber Company

Charter Number        (12127)

Name of Officer       C. Thomas Harvie

Title                 Secretary

[X] Please check if additional provisions attached.

The above named Ohio corporation, does hereby certify that:

[X] A meeting of the                    [X] shareholders

[ ] directors (NON-PROFIT AMENDED       [ ] members was duly called and held on
    ARTICLES ONLY)                          April 11, 2006
                                                (Date)

at which meeting a quorum was present in person or by proxy, based upon the
quorum present, an affirmative vote was cast which entitled them to exercise at
least 2/3% as the voting power of the corporation.

[ ] In a writing signed by all of the   [ ] shareholders

[ ] directors (NON-PROFIT AMENDED       [ ] members who would be entitled to the
    ARTICLES ONLY)                          notice of a meeting or such other
                                            proportion not less than a majority
                                            as the articles of regulations or
                                            bylaws permit.

CLAUSE APPLIES IF AMENDED BOX IS CHECKED.

Resolved, that the following amended articles of incorporations be and the same
are hereby adopted to supercede and take the place of the existing articles of
incorporation and all amendments thereto.


                                   Page 1 of 2



ALL OF THE FOLLOWING INFORMATION MUST BE COMPLETED IF AN AMENDED BOX IS CHECKED.
IF AN AMENDMENT BOX IS CHECKED, COMPLETE THE AREAS THAT APPLY.

FIRST:  The name of the corporation is: ________________________________________

SECOND: The place in the State of Ohio where its principal office is located is
        in the City of:

        __________________________________________________   ___________________
        (city, village or township)                                (county)

THIRD:  The purposes of the corporation are as follows:

        ________________________________________________________________________

        ________________________________________________________________________

        ________________________________________________________________________

FOURTH: The number of shares which the corporation is authorized to have
        outstanding is: 500,000,000.

                           (DOES NOT APPLY TO BOX (2))


                            /s/ Richard J. Kramer                 April 18, 2006
       REQUIRED             -----------------------------------        Date
Must be authenticated       Authorized Representative
(SIGNED) by an authorized
representative              Richard J. Kramer
    (SEE INSTRUCTIONS)      -----------------------------------
                            (Print Name)

                            Executive Vice President

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


                            /s/ C. Thomas Harvie                  April 18, 2006
                            -----------------------------------        Date
                            Authorized Representative

                            C. Thomas Harvie
                            -----------------------------------
                            (Print Name)

                            Secretary

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


                                   Page 2 of 2



                              ADDITIONAL PROVISIONS
                                       TO
                            CERTIFICATE OF AMENDMENT
                                       TO
                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                       THE GOODYEAR TIRE & RUBBER COMPANY

     RESOLVED, that The Goodyear Tire & Rubber Company hereby adopts the
following amendment to its Amended Articles of Incorporation and that the
President, and Executive Vice President or a Senior Vice President and the
Secretary or an Assistant Secretary of The Goodyear Tire & Rubber Company are
hereby authorized and directed to sign and file in the office of the Secretary
of State of the State of Ohio a certificate containing a copy of the resolution
adopting the amendment and a statement of the manner of its adoption:

The Amended Articles of Incorporation are hereby amended by striking out in its
entirety the first paragraph of Article FOURTH and substituting in lieu thereof
the following:

     FOURTH: The maximum number of shares which the Corporation is authorized to
have outstanding is 500,000,000, consisting of 450,000,000 shares of Common
Stock without par value (hereinafter referred to as "Common Stock") and
50,000,000 shares of Preferred Stock without par value (hereinafter referred to
as "Preferred Stock").

EX-4.2

                                                                     Exhibit 4.2

================================================================================

                       THE GOODYEAR TIRE & RUBBER COMPANY

                                   ----------

                               CODE OF REGULATIONS

                                   ----------

                            ADOPTED NOVEMBER 22, 1955
             AS AMENDED APRIL 5, 1965, APRIL 7, 1980, APRIL 6, 1981,
         APRIL 13, 1987, MAY 7, 2003, APRIL 26, 2005 AND APRIL 11, 2006

================================================================================



                               CODE OF REGULATIONS

                                    ARTICLE I
                                  SHAREHOLDERS

     SECTION 1. Annual Meeting. The annual meeting of shareholders of the
Company for the election of directors, the consideration of reports to be laid
before such meeting, and the transaction of such other business as may properly
be brought before such meeting, shall be held at the principal office of the
Company in Akron, Ohio, at ten o'clock a.m., or at such other time as may be
designated by the Board of Directors, by the Chairman of the Board, or by the
President and specified in the notice of the meeting, on the first Monday of
April in each year, unless the Board of Directors by a resolution adopted on or
before the first day of March of any year, shall fix a different date, which
date may be any day, other than a Sunday or a legal holiday, during the period
beginning April 1 and ending April 15 of such year, in which event the meeting
shall be held on the date set by such resolution.

     SECTION 2. Special Meetings. Special meetings of the shareholders of the
Company may be held on any business day, when called by the Chairman of the
Board, or by the President, or by a Vice President, or by the Board acting at a
meeting, or by a majority of the directors acting without a meeting, or by the
persons who hold twenty-five percent of all shares outstanding and entitled to
vote thereat. Upon request in writing delivered either in person or by
registered mail to the President or the Secretary by any persons entitled to
call a meeting of shareholders, such officer shall forthwith cause to be given
to the shareholders entitled thereto notice of a meeting to be held on a date
not less than seven or more than sixty days after the receipt of such request,
as such officer may fix. If such notice is not given within thirty days after
the delivery or mailing of such request, the persons calling the meeting may fix
the time of the meeting and give notice thereof in the manner provided by law or
as provided in these Regulations, or cause such notice to be given by any
designated representative. Each special meeting shall be called to convene
between nine o'clock a.m. and four o'clock p.m. and shall be held at the
principal office of the Company in Akron, Ohio, unless the same is called by the
directors, acting with or without a meeting, in which case such meeting may be
held at any place either within or without the State of Ohio designated by the
directors and specified in the notice of such meeting.

     SECTION 3. Notice of Meetings. Not less than seven or more than sixty days
before the date fixed for a meeting of shareholders, written notice stating the
time, place, and purposes of such meeting shall be given by or at the direction
of the Secretary or an Assistant Secretary or any other person or persons
required or permitted by these Regulations to give such notice. The notice shall
be given by personal delivery, by mail, by overnight delivery service or by any
other means of communication authorized by the shareholder to whom notice is
given, to each shareholder entitled to notice of the meeting


                                        2



who is of record as of the day next preceding the day on which notice is given
or, if a record date therefor is duly fixed, of record as of said date; if
mailed or sent by overnight delivery service, the notice shall be addressed to
the shareholders at their respective addresses as they appear on the records of
the Company. If sent by any other means of communication authorized by the
shareholder, the notice shall be sent to the address furnished by the
shareholder for those transmissions. Notice of the time, place, and purposes of
any meeting of shareholders may be waived in writing, either before or after the
holding of such meeting, by any shareholder, which writing shall be filed with
or entered upon the records of the meeting.

     SECTION 4. Quorum; Adjournment. Except as may be otherwise provided by law
or by the Articles of Incorporation, at any meeting of the shareholders the
holders of shares entitling them to exercise a majority of the voting power of
the Company present in per- son or by proxy shall constitute a quorum for such
meeting; provided, however, that no action required by law, the Articles, or
these Regulations to be authorized or taken by a designated proportion of the
shares of the Company may be authorized or taken by a lesser proportion; and
provided, further, that the holders of a majority of the voting shares
represented thereat, whether or not a quorum is present, may adjourn such
meeting from time to time; if any meeting is adjourned, notice of such
adjournment need not be given if the time and place to which it is adjourned are
fixed and announced at such meeting.

     SECTION 5. Proxies. Persons entitled to vote shares or to act with respect
to shares may vote or act in person or by proxy. The person appointed as proxy
need not be a share- holder.

     SECTION 6. Approval and Ratification of Acts of Officers and Board. Except
as otherwise provided by the Articles of Incorporation or by law, any contract,
act, or transaction, prospective or past, of the Company, or of the Board, or of
the officers may be approved or ratified by the affirmative vote at a meeting of
the shareholders, or by the written consent, with or without a meeting, of the
holders of shares entitling them to exercise a majority of the voting power of
the Company, and such approval or ratification shall be as valid and binding as
though affirmatively voted for or consented to by every shareholder of the
Company.

                                   ARTICLE II
                               BOARD OF DIRECTORS

     SECTION 1. Number; Authority. The Board of Directors shall be composed of
eleven members unless the number of members of the Board of Directors is changed
by action of the shareholders taken in accordance with the laws of the State of
Ohio, the Articles of Incorporation and these Regulations or by a resolution
adopted by the affirmative vote of a majority of the directors then in office.
The directors may, from time to time, increase or decrease the number of
directors, provided that the directors shall not increase the number of
directors to more than fifteen persons or decrease the number of


                                        3



directors to less than nine persons. Any director's office that is created by an
increase in the number of directors pursuant to action taken by the Board of
Directors may be filled by the vote of a majority of the directors then in
office. No reduction in the number of directors by action taken by the
shareholders or the directors shall, of itself, shorten the term or result in
the removal of any incumbent director. Except where the law, the Articles of
Incorporation or these Regulations require action to be authorized or taken by
the shareholders, all of the authority of the Company shall be exercised by the
directors.

     SECTION 2. Election of Directors; Term of Office. At each annual meeting of
shareholders, or at a special meeting called for the purpose of electing
directors, each director shall be elected for a term of one year and shall hold
office until the next annual meeting of shareholders following his or her
election as a director and until his or her successor is elected and qualified,
or until his or her earlier resignation, removal from office or death. At a
meeting of shareholders at which directors are to be elected, only persons
nominated as candidates shall be eligible for election as directors and the
candidates receiving the greatest number of votes shall be elected.

     SECTION 3. Vacancies; Resignations; Removal of Directors. In the event of
the occurrence of any vacancy or vacancies in the Board, however caused, the
remaining directors, though less than a majority of the whole authorized number
of directors, may, by the vote of a majority of their number, fill any such
vacancy for the unexpired term of the class in which such vacancy occurred. Any
director may resign at any time by oral statement to that effect made at a
meeting of the Board or in a writing to that effect delivered to the Secretary,
such resignation to take effect immediately or at such other time as the
director may specify. All the directors, or all the directors of a particular
class, or any individual director, may be removed from office by the vote of the
holders of shares entitling them to exercise two-thirds of the voting power of
the Company entitled to vote to elect directors in place of the director or
directors to be removed, provided that unless all the directors, or all the
directors of a particular class, are removed, no individual director shall be
removed if the votes of a sufficient number of shares are cast against such
director's removal which, if cumulatively voted at an election of all the
directors, or all of the directors of a particular class, as the case may be,
would be sufficient to elect at least one director; provided further, that, if
shareholders do not have the right to vote cumulatively under the law of Ohio or
the Articles of Incorporation, such directors, class of directors or individual
director may be removed from office by the vote of the holders of shares
entitling them to exercise two-thirds of the voting power of the Company
entitled to vote to elect directors in place of the director or directors to be
removed. In the event of any such removal, a new director may be elected at the
same meeting for the unexpired term of each director removed. Failure to elect a
director to fill the unexpired term of any director so removed from office shall
be deemed to create a vacancy in the Board of Directors. Notwithstanding Article
X of these Regulations, the provisions of this Section 3 of Article II may be
amended, repealed or supplemented only by the shareholders at a meeting held for
such purpose by the affirmative vote of the holders of shares entitling them to
exercise two-thirds of the voting power of the Company on such proposal.


                                        4



     SECTION 4. Meetings. Immediately after each annual meeting of the
shareholders, the newly elected directors shall hold an organization meeting for
the purpose of electing officers and transacting any other business. Notice of
such meeting need not be given. Other meetings of the Board may be held at any
time within or without the State of Ohio in accordance with the bylaws,
resolutions, or other action by the Board. Unless otherwise expressly stated in
the notice thereof, any business may be transacted at any meeting of the Board.

     SECTION 5. Quorum; Adjournment. A quorum of the Board shall consist of a
majority of the directors then in office; provided that a majority of the
directors present at a meeting duly held, whether or not a quorum is present,
may adjourn such meeting from time to time; if any meeting is adjourned, notice
of adjournment need not be given if the time and place to which it is adjourned
are fixed and announced at such meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these Regulations otherwise expressly
provided.

     SECTION 6. Committees. The Board may from time to time create or appoint an
Executive Committee, a Finance Committee, a combined Executive and Finance
Committee, and any other committee or committees deemed advisable by the Board
for the proper transaction of the Company's business. Any such committee shall
be composed of not less than three directors (not less than five directors in
the case of an Executive and Finance Committee), each of whom shall serve at the
pleasure of, and be subject at all times to the control and direction of, the
Board. Any such committee shall act only in the intervals between meetings of
the Board and shall have such authority as adheres to the committee by virtue of
the provisions of this section or as may, from time to time, be delegated by the
Board, except that no committee shall have authority to fill vacancies in the
Board or in any committee of the Board. Subject to the aforesaid exceptions, and
in the absence of express delegation of authority by the Board, the Executive
Committee may transact all business and do and perform all things which may or
might be transacted or done by the Board, the Finance Committee shall have the
authority usually and ordinarily possessed by finance committees, and the
combined Executive and Finance Committee shall have the aforesaid authority of
the Executive Committee and of the Finance Committee. Subject to the aforesaid
exceptions with respect to the filling of vacancies in the Board or in any
committee, any person dealing with the Company shall be entitled to rely upon
any act of, or authorization of any act by, such committees, to the same extent
as an act or authorization of the Board. Each committee shall keep full and
complete records of all meetings and actions, which shall be open to inspection
by the directors. Unless otherwise ordered by the Board, any such committee may
prescribe its own rules for calling and holding meetings, and for its own method
of procedure, and may act by a majority of its members at a meeting or without a
meeting by a writing or writings signed by all of its members. The directors may
appoint one or more alternate members of any such committee to take the place of
any absent member or members at any meeting of such committee and, if permitted
by law, to join in any action of such committee authorized or taken without a
meeting; each such alternate shall serve at the pleasure of, and be subject at


                                        5



all times to the control and direction of, the Board.

     SECTION 7. Bylaws. The Board may adopt bylaws for its own government, not
inconsistent with the Articles of Incorporation or these Regulations.

                                   ARTICLE III
                                    OFFICERS

     SECTION 1. Election and Designation of Officers. The Board, at its
organization meeting, may elect a Chairman of the Board and shall elect a
President, a Secretary, a Treasurer, and, in its discretion, at any meeting of
the Board, may elect one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Comptroller, one or more
Assistant Comptrollers, and such other officers as the Board may deem necessary.
The Chairman of the Board and the President shall be directors, but no one of
the other officers need be a director. Any two or more of such offices may be
held by the same person, but no officer shall execute, acknowledge, or verify
any instrument in more than one capacity, if such instrument is required to be
executed, acknowledged, or verified by two or more officers.

     SECTION 2. Term of Office; Vacancies. The officers of the Company shall
hold office until the next organization meeting of the Board and until their
successors are elected, except in case of resignation, death, or removal. The
Board may remove any officer at any time with or without cause by a two-thirds
vote of the members of the Board then in office. Any vacancy in any office may
be filled by the Board.

     SECTION 3. Chairman of the Board. The Chairman of the Board, if any, shall
preside at all meetings of shareholders and of the Board and shall have such
authority and perform such duties as the Board may determine.

     SECTION 4. President. Except for meetings at which the Chairman of the
Board, if any, presides in accordance with the preceding Section, the President
shall preside at all meetings of shareholders and of the Board. Subject to
directions of the Board, he shall have general executive supervision over the
property, business, and affairs of the Company.

     SECTION 5. Vice Presidents. In case of the absence or disability of the
President, or when circumstances prevent the President from acting, the Vice
Presidents of the Company shall perform all the duties and possess all the
authority of the President, and shall have priority in the performance of such
duties and exercise of such authority in the order of their election by the
Board.

     SECTION 6. Secretary. The Secretary shall keep the minutes of meetings of
the shareholders and of the Board. He shall keep such books as may be required
by the Board, and shall give notices of shareholders' meetings and of Board
meetings required by law, or by these Regulations, or otherwise.

     SECTION 7. Treasurer. The Treasurer shall receive and have in charge all
money,


                                        6



bills, notes, bonds, stocks in other corporations, and similar property
belonging to the Company, and shall do with the same as may be ordered by the
Board. He shall keep accurate financial accounts and hold the same open for the
inspection and examination of the directors.

     SECTION 8. Comptroller. The Comptroller shall exercise a general check upon
the disbursement of funds of the Company and shall have general charge and
supervision of the preparation of financial reports.

     SECTION 9. Other Officers. The Assistant Secretaries, Assistant Treasurers,
and Assistant Comptrollers, if any, in addition to such authority and duties as
the Board may determine, shall have such authority and perform such duties as
may be directed by their respective principal officers.

     SECTION 10. Authority and Duties. The officers shall have such authority
and perform such duties, in addition to those specifically set forth in these
Regulations, as the Board may determine. The Board is authorized to delegate the
duties of any officer to any other officer and generally to control the action
of the officers and to require the performance of duties in addition to those
mentioned herein.

                                   ARTICLE IV
                                  COMPENSATION

     The Board, by the affirmative vote of a majority of the directors in
office, and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation, which may include pension,
disability and death benefits, for services to the Company by directors and
officers, or to delegate such authority to one or more officers or directors.

                                    ARTICLE V
                                 INDEMNIFICATION

     The Company shall indemnify each person who is or was director, officer or
employee of the Company, or of any other corporation which he served as such at
the request of the Company, against any and all liability and reasonable expense
that may be incurred by him in connection with or resulting from any claim,
action, suit, or proceeding (whether brought by or in the right of the Company
or such other corporation or otherwise), civil or criminal, or in connection
with an appeal relating thereto, in which he may become involved, as a party or
otherwise, by reason of his being or having been a director, officer, or
employee of the Company or of such other corporation, or by reason of any past
or future action taken or not taken in his capacity as such director, officer,
or employee, whether or not he continues to be such at the time such liability
or expense is


                                        7



incurred, provided such person acted, in good faith, in what he reasonably
believed to be the best interests of the Company or such other corporation, as
the case may be, and, in addition, in any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. As used in this
Article, the terms "liability" and "expense" shall include, but shall not be
limited to, counsel fees and disbursements and amounts of judgments, fines, or
penalties against, and amounts paid in settlement by, a director, officer, or
employee, other than amounts paid to the Company itself or to such other
corporation served at the Company's request. The termination of any claim,
action, suit, or proceeding, civil or criminal, by judgment, settlement (whether
with or without court approval) or conviction or upon a plea of guilty or of
nolo contendere, or its equivalent, shall not create a presumption that a
director, officer, or employee did not meet the standards of conduct set forth
in the first sentence of this Article. Any such director, officer, or employee
referred to in this Article who has been wholly successful, on the merits or
otherwise, with respect to any claim, action, suit, or proceeding of the
character described herein shall be entitled to indemnification as of right.
Except as provided in the preceding sentence, any indemnification hereunder
shall be made at the discretion of the Company, but only if (1) the Board,
acting by a quorum consisting of directors who are not parties to (or who have
been wholly successful with respect to) such claim, action, suit, or proceeding,
shall find that the director, officer, or employee has met the standards of
conduct set forth in the first sentence of this Article, or (2) independent
legal counsel (who may be the regular counsel of the Company) shall deliver to
it their written advice that, in their opinion, such director, officer, or
employee has met such standards. Expense incurred with respect to any such
claim, action, suit, or proceeding may be advanced by the Company prior to the
final disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount unless it shall ultimately be determined that he
is entitled to indemnification under this Article. The rights of indemnification
provided in this Article shall be in addition to any rights to which any person
concerned may otherwise be entitled by contract or as a matter of law, and shall
inure to the benefit of the heirs, executors, and administrators of any such
person.

                                   ARTICLE VI
                                  RECORD DATES

     For any lawful purpose, including, without limitation, the determination of
the shareholders who are entitled to:

          (1) receive notice of or to vote at a meeting of shareholders,

          (2) receive payment of any dividend or distribution,

          (3) receive or exercise rights of purchase of or subscription for, or
exchange or conversion of, shares or other securities, subject to contract
rights with respect thereto, or

          (4) participate in the execution of written consents, waivers, or
releases, the Board may fix a record date which shall not be a date earlier than
the date on which the


                                        8



record date is fixed and, in the cases provided for in clauses (1), (2), and
(3) above, shall not be more than sixty days preceding the date of the meeting
of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of the determination of the
shareholders who are entitled to receive notice of or to vote at a meeting of
shareholders shall continue to be the record date for all adjournments of such
meeting, unless the Board or the persons who shall have fixed the original
record date shall, subject to the limitations set forth in this Article, fix
another date, and in case a new record date is so fixed, notice thereof and of
the date to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a meeting newly called. The Board may close the share
transfer books against transfers of shares during the whole or any part of the
period provided for in this Article, including the date of the meeting of
shareholders and the period ending with the date, if any, to which adjourned.

                                   ARTICLE VII
                             EXECUTION OF DOCUMENTS

     Except as otherwise provided in these Regulations, or by specific or
general resolutions of the Board, all documents evidencing conveyances by or
contracts or other obligations of the Company shall be signed by the Chairman of
the Board, if any, the President, or a Vice President, and attested by the
Secretary or an Assistant Secretary.

                                  ARTICLE VIII
                             CERTIFICATES FOR SHARES

     SECTION 1. Form of Certificates and Signatures. Each holder of shares is
entitled to one or more certificates, signed by the Chairman of the Board or the
President or a Vice President and by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer of the Company, which shall certify the
number and class of shares held by him in the Company, but no certificate for
shares shall be executed or delivered until such shares are fully paid. When
such a certificate is countersigned by an incorporated transfer agent or
registrar, the signature of any of said officers of the Company may be
facsimile, engraved, stamped, or printed. Although any officer of the Company
whose manual or facsimile signature is affixed to such a certificate so
countersigned ceases to be such officer before the certificate is delivered,
such certificate nevertheless shall be effective in all respects when delivered.

     SECTION 2. Transfer of Shares. Shares of the Company shall be transferable
upon the books of the Company by the holders thereof, in person, or by a duly
authorized attorney, upon surrender and cancellation of certificates for a like
number of shares of the same class or series, with duly executed assignment and
power of transfer endorsed thereon or attached thereto, and with such proof of
the authenticity of the signatures to such assignment and power of transfer as
the Company or its agents may reasonably require.


                                        9



     SECTION 3. Lost, Stolen, or Destroyed Certificates. The Company may issue a
new certificate for shares in place of any certificate theretofore issued by it
and alleged to have been lost, stolen, or destroyed, and the Board may, in its
discretion, require the owner, or his legal representatives, to give the Company
a bond containing such terms as the Board may require to protect the Company or
any person injured by the execution and delivery of a new certificate.

     SECTION 4. Transfer Agents and Registrars. The Board may appoint, or revoke
the appointment of, transfer agents and registrars and may require all
certificates for shares to bear the signatures of such transfer agents and
registrars, or any of them. The Board shall have authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
and registration of certificates for shares of the Company.

                                   ARTICLE IX
                    AUTHORITY TO TRANSFER AND VOTE SECURITIES

     The Chairman of the Board, the President, and a Vice President of the
Company are each authorized to sign the name of the Company and to perform all
acts necessary to effect a transfer of any shares, bonds, other evidences of
indebtedness or obligations, subscription rights, warrants, and other securities
of another corporation owned by the Company and to issue the necessary powers of
attorney for the same; and each such officer is authorized, on behalf of the
Company, to vote such securities, to appoint proxies with respect thereto, and
to execute consents, waivers, and releases with respect thereto, or to cause any
such action to be taken.

                                    ARTICLE X
                                   AMENDMENTS

     The Regulations of the Company may be amended or new Regulations may be
adopted by the shareholders, at a meeting held for such purpose by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power of the Company on such proposal or, without a meeting, by
the written consent of the holders of shares entitling them to exercise
two-thirds of the voting power on such proposal.


                                       10

EX-4.3

                                                                               .
                                                                               .
                                                                               .
                                                                   EXHIBIT 4.3

                                                                                                    
       COMMON STOCK                                                                                             COMMON STOCK
         NUMBER                                                                                                    SHARES
        [M     ]                                                                                                  [      ]


INCORPORATED UNDER THE                                [GOODYEAR GRAPHIC]                                  LAWS OF THE STATE OF OHIO


                                              THE GOODYEAR TIRE & RUBBER COMPANY

                     THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY, CANTON, MA AND JERSEY CITY, NJ.            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

                                                                                                 BY
/s/ C. Thomas Harvie                                                                                    /s/ Robert J. Keegan
    SECRETARY                                                                                           CHAIRMAN OF THE BOARD


Countersigned and Registered:
      EQUISERVE TRUST COMPANY, N.A.

                       Transfer Agent and Registrar,
BY  /s/ Stephen Cesso
                                Authorized Signature

                                                   [THE GOODYEAR TIRE & RUBBER COMPANY SEAL]
                                                        BANKNOTE CORPORATION OF AMERICA




                       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 EQUISERVE TRUST COMPANY, N.A., as Rights Agent, dated as of June 4,
1996 (the "Rights Agreement"), as amended and restated, 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 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
         TEN ENT     as tenants by the                     right of survivorship
                     entireties                            and not as tenants in
                                                           common

                                               UNIF GIFT   Uniform Gifts to
                                               MIN ACT     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
of this certificate for any shares not assigned above.

                                                                   -------------
                                                                      SHARES
                                                                   -------------


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


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 charge
                                    whatever.)

                                    SIGNATURE GUARANTEED:

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 16, 2007, relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in The Goodyear Tire & Rubber Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
March 21, 2007

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EX-24.1

Exhibit 24.1

THE GOODYEAR TIRE & RUBBER COMPANY

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, THE GOODYEAR TIRE & RUBBER COMPANY, a corporation organized and existing under the laws of the State of Ohio, and the undersigned directors and officers of THE GOODYEAR TIRE & RUBBER COMPANY, hereby constitute and appoint Richard J. Kramer, C. Thomas Harvie, Darren R. Wells and Thomas A. Connell, and any one or more of them, their true and lawful attorneys-in-fact and agents, to do any and all of the acts and things and to execute any and all instruments which said attorneys and agents or any one of them may deem necessary and advisable to enable the said THE GOODYEAR TIRE & RUBBER COMPANY to comply with the Securities Act of 1933, as amended (the “Act”), and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration under the Act of up to a maximum of 5,000,000 shares of its Common Stock in connection with the operation of the Employee Savings Plan for Retail Employees (the “Retail Savings Plan”), which registration shall also register interests in the Retail Savings Plan required to be registered under the Act, including specifically the power and authority to sign the name THE GOODYEAR TIRE & RUBBER COMPANY and the names of the undersigned directors and officers in the capacities indicated below (i) to a Registration Statement on Form S-8 in respect of the Retail Savings Plan, and (ii) to any and all amendments to or constituting a part of such Registration Statement which may from time to time be filed with the Commission, and (iii) to any and all instruments or documents filed with the Commission as a part of or in connection with such Registration Statement or amendments thereto. Each of the undersigned hereby ratifies and confirms all that the said attorneys-in-fact and agents, or any of one or more them, shall do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have subscribed or caused to be subscribed these presents this 5th day of December 2006.

Attest:	THE GOODYEAR TIRE & RUBBER COMPANY
/s/ C. Thomas Harvie C. Thomas Harvie, Secretary	By	/s/ Robert J. Keegan Robert J. Keegan, Chairman of the Board, Chief Executive Officer and President

14

Chairman of the Board, Chief Executive Officer and President, Director (principal executive officer)	/s/ Robert J. Keegan Robert J. Keegan
Executive Vice President (principal financial officer)	/s/ Richard J. Kramer Richard J. Kramer
Vice President — Corporate Finance (principal accounting officer	/s/ Thomas A. Connell Thomas A. Connell
Director	/s/ James C. Boland James C. Boland
Director	/s/ John G. Breen John G. Breen
Director	/s/ Gary D. Forsee Gary D. Forsee
Director	/s/ William J. Hudson, Jr. William J. Hudson, Jr.
Director	/s/ Steven A. Minter Steven A. Minter
Director	/s/ Denise M. Morrison Denise M. Morrison
Director	/s/ Rodney O’Neal Rodney O’Neal
Director	/s/ Shirley D. Peterson Shirley D. Peterson
Director	/s/ G. Craig Sullivan G. Craig Sullivan
Director	/s/ Thomas H. Weidemeyer Thomas H. Weidemeyer
Director	/s/ Michael R. Wessel Michael R. Wessel

15