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Goodyear announces conversion period for notes

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Goodyear Tire & Rubber Co.'s 4% Convertible Senior Notes due June 15, 2034, are now convertible at the option of the holders. They will remain convertible through March 31, 2006, the last day of the

current fiscal quarter.

The notes became convertible because the last reported sale price of the company's common stock for at least 20 trading days during the 30

consecutive trading-day period ending on Jan. 17, 2006 (the 11th

trading day of the current fiscal quarter), was greater than 120% of the conversion price in effect on such day. The notes were previously

convertible during the third and fourth quarters of 2005 for the same

reasons, but no conversions took place.

Goodyear will deliver shares of its common stock upon conversion of

any notes surrendered prior to March 31, 2006. Cash will be paid in lieu of fractional shares only.

Issued in June 2004, the notes are currently convertible at a rate of 83.0703 shares of common stock per $1,000 principal amount of notes, which is equal to a conversion price of $12.04 per share. There is currently $350 million in aggregate principal amount of notes outstanding.

If all outstanding notes are surrendered for conversion, the aggregate

number of shares of common stock issued would be approximately 29

million. The notes could be convertible after March 31, 2006, if the

sale price condition is met in any future fiscal quarter or if any of

the other conditions to conversion set forth in the indenture governing the notes are met.

Goodyear's stock was selling for $18.12 a share at the close of the New York Stock Exchange on Tuesday, Jan. 17. That compares to a 52-week high and low of $18.71 and $11.24, respectively.

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