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): June 20, 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 8.01 Other Events.

On June 20, 2005, The Goodyear Tire & Rubber Company ("Goodyear" or the "Company") issued a news release announcing that it intends to commence an offering of approximately $400 million aggregate principal amount of senior notes, subject to market and other customary conditions. The notes will be senior unsecured obligations of the Company and are expected to mature in June 2015. The news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1. News Release of the Company dated June 20, 2005.

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
June 20, 2005	By:	Richard J. Kramer
		Name: Richard J. Kramer
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	News Release dated June 20, 2005

EX-99.1

	News Release
Corporate Headquarters:
1144 East Market Street, Akron, Ohio 44316-0001	Media Website: www.GoodyearNewsRoom.com

#23123fi.605

Goodyear Announces Proposed Offering of Senior Notes

AKRON, Ohio, June 20, 2005 — The Goodyear Tire & Rubber Company today announced that it intends to commence an offering of approximately $400 million aggregate principal amount of senior notes, subject to market and other customary conditions. The notes will be senior unsecured obligations of the company and are expected to mature in June 2015.

Goodyear intends to use the net proceeds from this offering to repay the $200 million in 4.9% borrowings due July 5, 2005 under its U.S. first lien revolving credit facility, and to replace $190 million of the cash it used to pay $516 million principal amount of its 6.375% Euro Notes due 2005 at maturity on June 6, 2005. The company may then use the $190 million in cash to repay other debt obligations and for general corporate purposes.

The notes, when offered, will be offered in a private placement under Rule 144A, have not been registered under the Securities Act of 1933, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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

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