8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 12, 2005

The Goodyear Tire & Rubber Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-1927	34-0253240
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1144 East Market Street, Akron, Ohio		44316-0001
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On April 12, 2005, the Board of Directors of The Goodyear Tire & Rubber Company, upon the recommendation of the Compensation Committee, approved a $10,000 increase in the equity-based compensation paid to outside directors, effective July 1, 2005. As a result of the approved increase, outside directors will have $20,000 accrued to their respective plan accounts each calendar quarter under the the Outside Directors' Equity Participation Plan. Directors previously had $17,500 accrued to their plan accounts on a quarterly basis. Attached as Exhibit 10.1 is a revised schedule of Outside Directors' Annual Compensation, which is incorporated by reference herein.

SIGNATURES

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

	The Goodyear Tire & Rubber Company
April 14, 2005	By:	C. Thomas Harvie
		Name: C. Thomas Harvie
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
10.1	Schedule of Outside Directors' Annual Compensation

EX-10.1

Exhibit 10.1

Schedule of Outside Directors’ Annual Compensation
(Effective July 1, 2005)

Component

Board Retainer:

Presiding Director	$125,000 ($31,250 per calendar quarter)
All Other Directors	$70,000 ($17,500 per calendar quarter)
Committee Chair Retainer:
Audit Committee Chair	$15,000 ($3,750 per calendar quarter)
Other Committee Chairs	$5,000 ($1,250 per calendar quarter)
ODEPP Stock Unit Accruals:*	$	80,000
Meeting Fees (Board of Committee):**
Attended Meeting	$	1,700
Telephonic Meeting	$	1,000

*Under the Outside Directors Equity Participation Plan (the “Plan”), on the first business day of each calendar quarter each director will have $20,000 accrued to his or her plan account. Amounts accrued are converted into units equivalent in value to shares of Common Stock at the fair market value on the accrual date. Directors may also choose to have 25%, 50%, 75% or 100% of his or her retainer and meeting fees deferred and converted into share equivalents under the Plan.

**Meeting fees only apply for total meetings attended in excess of 24 per year.