Company Name: Goodyear Tire & Rubber Co.
Public Availability Date: January 18, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

November 30, 2005

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549

Re: Shareholder Proposal Submitted by Mr. William Steiner for Inclusion in The Goodyear Tire & Rubber Company 2006 Proxy Statement

Dear Sir or Madam:

On November 14, 2005, The Goodyear Tire & Rubber Company ("Goodyear") received a proposed shareholder resolution and supporting statement (together the "Proposal") from Mr. William Steiner (the "Proponent"), for inclusion in the proxy statement (the "2006 Proxy Statement") to be distributed to Goodyear's shareholders in connection with its 2006 Annual Meeting.

The Securities and Exchange Commission (the "Commission") and the Proponent are hereby notified of Goodyear's intention to exclude the Proposal from the 2006 Proxy Statement for the reasons set forth below. We request that the staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend any enforcement action to the Commission if the Company excludes the Proposal from its proxy materials.

Pursuant to Rule 14a-8(j), six additional copies of this letter and attachments are enclosed. A copy of this letter is being sent simultaneously to Mr. John Chevedden, who the Proponent has appointed as his designee to act on Proponent's behalf in this matter. Pursuant to Rule 14a-8(j), this letter is being submitted not fewer than 80 days before the Company intends to file its definitive proxy statement and form of proxy with the Commission.

The Proposal

The Proposal calls for the election of each director by a majority of votes cast and states:

Resolved: Directors to be Elected by Majority Vote. Shareholders request that our Board initiate an appropriate process to amend our Company's governance documents (charter or bylaws if practicable) to provide that director nominees be elected or re-elected by the affirmative vote of the majority of votes cast at an annual shareholder meeting.

The Proposal is Excludable under Rule 14a-8(i)(2)

Goodyear believes that it properly may exclude the Proposal from the 2006 Proxy Statement and form of proxy under Rule 14a-8(i)(2) because, the Proposal would, if implemented, cause Goodyear to violate a state, federal or foreign law to which it is subject. Specifically, implementation of the Proposal would require Goodyear to violate Ohio law governing the election of directors.

Unlike the laws of many other states, including Delaware, Ohio law does not permit a corporation to opt out of plurality voting for directors. Section 1701.55(B) of the Ohio General Corporation Law (the "OGCL") specifically states: "At all elections of directors, the candidates receiving the greatest number of votes shall be elected." (emphasis supplied) Under the OGCL there is no mechanism to amend this requirement. However, in contrast to the OGCL, section 216 of the Delaware General Corporation Law (the "DGCL") permits a corporation's certificate of incorporation or bylaws to provide, or to be amended to provide, for a different voting standard to apply to the election of directors.1

Unlike the DCGL, the OGCL does not permit a corporation to opt-out of the plurality voting requirement for directors. As confirmed in the opinion of Ohio counsel attached hereto as Annex A, "plurality voting" is a mandatory requirement of Ohio law that cannot be altered by provisions in a company's governing documents. Implementing the proposal would cause the Company to violate a mandatory requirement of the OGCL as it applies to the election of directors. Therefore, the entire Proposal should be excluded pursuant to Rule 14a-8(i)(2). It should be noted that in another no-action letter concerning majority voting for directors at an Ohio company (FirstEnergy Corp. February 11, 2004), the proponent withdrew a substantially similar proposal "based on the Company's opinion of counsel" regarding the mandatory nature of plurality voting in Ohio. Further, even if the Proposal is precatory, the Staff has held that a shareholder proposal can be excluded if the action called for by the proposal would violate state, federal or foreign law. See, e.g., letters to The Interpublic Group of Companies, Inc. (April 29, 2005) and GenCorp Inc. (December 20, 2004).

Conclusion

For the foregoing reasons, we believe that the Proposal may be omitted from the 2006 Proxy Statement and respectfully request that the Staff confirm that it will not recommend any enforcement action if the Proposal is excluded.

Goodyear anticipates that the 2006 Proxy Statement will be finalized for printing on or about March 3, 2006. Accordingly, your prompt review of this matter would be greatly appreciated. Should you have any questions regarding any aspect of this matter or require any additional information, please call the undersigned at (330) 796-4141. If possible, I would appreciate being notified via facsimile of the Staff's determination. My facsimile number is (330) 796-8836 and Mr. Chevedden's is (310) 371-7872.

Please acknowledge receipt of this letter and its enclosures by stamping the enclosed copy of this letter and returning it to me in the enclosed envelope.

Regards,

/s/

Michael R. Peterson

-----FOOTNOTES-----

¹ Although plurality voting for directors is the default rule in the DGCL (see Section 216(3)) it is not mandatory and a corporation's certification of incorporation or bylaws may provide for a different voting standard. Section 216 of the DGCL states, "[s]ubject to this chapter in respect of the vote that shall be required for a specified action, the certificate of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares ... and the votes that shall be necessary for, the transaction of any business ...." Section 216 further provides that only in the absence of "such specification in the certificate of incorporation or bylaws of the corporation" does the plurality standard set forth in 216(3) apply.

[INQUIRY LETTER]

William Steiner
9254 Via Classico East
Wellington, FL 33411

Mr. Robert J. Keegan
Chairman of the Board
Goodyear Tire & Rubber Company (GT)
1144 E Market St
Akron, OH 44316

Rule 14a-8 Proposal

Dear Mr. Keegan,

This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This proposal is submitted for the next annual shareholder meeting. Rule 14a-8 requirements are intended to be met including the continuous ownership of the required stock value until after the date of the applicable shareholder meeting. This submitted format, with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication. This is the proxy for Mr. John Chevedden and/or his designee to act on my behalf in shareholder matters, including this Rule 14a-8 proposal for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to Mr. Chevedden at:

2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
T: 310-371-7872

Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company.

Sincerely,

/s/

William Steiner

11/7/05

Date

cc: C. Thomas Harvie
Corporate Secretary
T: 330 796-2121
F: 330 796-2222
F: 330-796-8836

[APPENDIX]

[November 14, 2005]

3 - Directors to be Elected by Majority Vote

Resolved: Directors to be Elected by Majority Vote. Shareholders request that our Board initiate an appropriate process to amend our Company's governance documents (charter or bylaws if practicable) to provide that director nominees be elected or re-elected by the affirmative vote of the majority of votes cast at an annual shareholder meeting.

This proposal requests that that a majority vote standard replace our Company's current plurality vote. To the fullest extent possible this proposal asks that our directors not make any provision to override our shareholder vote and keep a director in office who fails this criteria.

This proposal is not intended to unnecessarily limit our Board's judgment in crafting the requested change. For instance, our Board should address the status of incumbent directors who fail to receive a majority vote and whether a plurality standard is appropriate in contested elections.

Progress Begins with One Step

It is important to take one forward step and adopt the above RESOLVED statement since our 2005 governance was not impeccable. For instance in 2005 it was reported (and certain concerns are noted);

The Corporate Library (TCL) http://www.thecorporatelibrary.com/ a pro-investor research firm rated our company:

"D" in Overall Board Effectiveness.

"D" in CEO Compensation.

"F" in Shareholder Responsiveness.

"F" in Accounting.

Overall Governance Risk Assessment=High

We were allowed to vote on individual directors only once in 3-yearsAccountability concern.

Plus our directors can be elected with only one yes-vote from our 176 million shares under plurality voting.

We had to marshal a 67% shareholder vote to make certain governance improvementsEntrenchment concern.

Poison pill: Our directors adopted a policy that stated that our directors can override a policy that requires shareholder approval of poison pills.

Our lead director Mr. Breen was a director at The Stanley Works rated "D" in overall governance by TCL.

Our directors had a $1 million donation programConflict of interest concern.

Our company received a Wells Notice from the Securities and Exchange regarding the SEC's accounting investigation including our company's restatement of financial results, announced October 22, 2003.

The Corporate Library said that compensation figures in Goodyear Tire & Rubber's 2005 proxy report caused TCL to lower our company's CEO compensation grade. Mr. Keegan's cash compensation increased dramatically, and relatively little of the increase was equity-based.

Mr. Boland was rate a "problem director" by TCL because he chaired the nomination committee at Invacare Corporation, which received a Board Composition grade of "F" by TCL. This is compounded because Mr. Boland chaired our key Audit Committee and held a potentially over-committing 4 board seats.

The Council of Institutional Investors www.cii.org recommends adoption of this proposal topic. The Council is sending letters asking the 1,500 largest U.S. companies to comply with the Council's policy and adopt this topic.

Directors to be Elected by Majority Vote

Yes on 3

Notes:

The above format is the format submitted and intended for publication.

William Steiner, 9254 Via Classico East, Wellington, FL 33411 and 112 Abbottsford Gate, Piermont, NY 10968 submitted this proposal.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including:

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

See also: Sun Microsystems, Inc. (July 21, 2005).

Please note that the title of the proposal is part of the argument in favor of the proposal. In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout the proxy materials.

Please advise if there is any typographical question.

Stock will be held until after the annual meeting.

[INQUIRY LETTER]

November 21, 2005

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

RE: Voting Requirements for Election of Directions under Ohio Law

Dear Mr. Harvie:

We understand that The Goodyear Tire & Rubber Company (the "Company") has received a shareholder proposal asking its Board of Directors to initiate an appropriate process to amend the Company's governance documents to provide for the election of directors by a majority vote. You have asked for our opinion on whether it would be permissible under the Ohio General Corporation Law for the Company, by amendment of its articles of incorporation or otherwise, to provide for the election of directors by a majority vote, rather than a plurality vote as is now the case. Although we are not aware of any case law specifically interpreting the relevant statutory provision, based on the analysis set forth below, we believe that majority voting in the election of directors is not permitted under the Ohio General Corporation Law. Accordingly, we believe that the implementation of the shareholder proposal would violate Ohio law.

Section1 1701.55(B) states as follows:

(B) At all elections of directors, the candidates receiving the greatest number of votes shall be elected.

Unlike other provisions of the Ohio General Corporation Law2, this section does not expressly permit a corporation, by a provision in its articles of incorporation, to provide for a greater or lesser vote.

Another provision of the Ohio General Corporation Law generally authorizes a corporation to alter voting requirements, but we believe that this provision does not apply to the election of directors by plurality vote. Section 1701.52 states as follows [emphasis added]:

Notwithstanding any provision in [S]ections 1701.01 to 1701.98, inclusive, of the Revised Code requiring for any purpose the vote, consent, waiver, or release of the holders of a designated proportion (but less than all) of the shares of any particular class or of each class, the articles may provide that for such purpose the vote, consent, waiver, or release of the holders of a greater or lesser proportion of the shares of such particular class or of each class shall be required, but unless otherwise expressly permitted by such sections such proportion shall be not less than a majority.

We believe that the words "designated proportion ... of the shares of any particular class or of each class" means a specified percentage of the outstanding shares of a particular class or of each class." Accordingly, this provision clearly applies to the Section 1701.71(A)(1), which generally requires the vote of the holders of 66-2/3% of the outstanding shares to approve an amendment to the articles of incorporation. We believe, however, that the provision does not apply to Section 1701.55, which refers to the greatest number (rather than a specified proportion) of the votes cast in the election (rather than the outstanding shares).

This interpretation of Section 1701.52 and its relation to Section 1701.55 is consistent with the current status of deliberations by the Legislative Review Subcommittee of the Corporation Law Committee of the Ohio Bar Association, which is the principal body that considers and proposes amendments to the Ohio General Corporation Law. The Subcommittee recently considered an amendment to Section 1701.55 to make it clear that a corporation could, by a provision in its articles, require that directors be elected by a majority of the votes cast in the election. The Subcommittee decided, however, that it would be unwise to change Section 1701.55 until after there had been more experience with majority voting in other jurisdictions.

Very truly yours,

/s/

Thompson Hine LLP

-----FOOTNOTES-----

¹ In this letter, the term "Section" applies to sections of the Ohio General Corporation Law.

² E.g., Section 1701.71(A)(1) (shareholder vote required to amend the articles of incorporation), Section 1701.76(A)(1)(b) (shareholder vote required for the sale of all or substantially all the assets), Section 1701.78(F) (shareholder vote required for certain mergers), Section 1701.83(A) (shareholder vote required to approve a combination or majority share acquisition), and Section 1701.86(E) (shareholder vote required to approve a dissolution).

[STAFF REPLY LETTER]

January 18, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: The Goodyear Tire & Rubber Company Incoming letter dated November 30, 2005

The proposal requests that the board initiate the appropriate process to amend Goodyear's governance documents (charter or bylaws if practicable) to provide that director nominees shall be elected or re-elected by the affirmative vote of the majority of votes cast.

There appears to be some basis for your view that Goodyear may exclude the proposal under rule 14a-8(i)(2). We note that in the opinion of your counsel, implementation of the proposal would cause Goodyear to violate state law. Accordingly, we will not recommend enforcement action to the Commission if Goodyear omits the proposal from its proxy materials in reliance on rule 14a-8(i)(2).

Sincerely,

/s/

Ted Yu
Special Counsel