Sec Form 4 Filing - LOULAN JOHN G @ GOODYEAR TIRE & RUBBER CO /OH/ - 2003-10-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LOULAN JOHN G
2. Issuer Name and Ticker or Trading Symbol
GOODYEAR TIRE & RUBBER CO /OH/ [ GT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
THE GOODYEAR TIRE & RUBBER COMPANY, 1144 EAST MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/07/2003
(Street)
AKRON, OH44316-0001
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2002 Plan Option( 1 ) $ 7.05 10/07/2003 A 5,000 ( 2 ) 10/07/2013 Common Stock 5,000 ( 1 ) 5,000 D
2002 Plan Performance Units( 3 ) ( 4 ) 10/07/2003 A 3,000 ( 3 ) ( 3 ) Common Stock 3,000( 5 ) ( 3 ) 3,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LOULAN JOHN G
THE GOODYEAR TIRE & RUBBER COMPANY
1144 EAST MARKET STREET
AKRON, OH44316-0001
Senior Vice President
Signatures
Bertram Bell, signing as an attorney-in-fact and agent duly authorized to execute this Form 4 on behalf of John G Loulan pursuant to a Power of Attorney dated 10/3/02, a copy of which has been previously filed with the SEC. 10/08/2003
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Non-Qualified Stock Option in respect of shares of common stock granted under the 2002 Performance Plan of The Goodyear Tire & Rubber Company (the "2002 Plan"). The option permits the optionee to purchase the option shares with previously owned shares (at their market value on the date of exercise) and to satisfy withholding tax obligations by requesting the Issuer to withhold option shares to cover such taxes or with previously owned shares (at market value at exercise).
( 2 )The option vests and becomes exercisable in 25% increments over four years commencing one year after the date of grant.
( 3 )Performance Unit Grant of a maximum of 150% of the base number of units granted under the 2002 Plan, contingently payable (to the extent earned) at the rate of 50% in shares of common stock, 50% in cash, in February 2006. The grantee may elect to defer (in common stock equivalents) all or a portion of the common stock portion and/or the cash portion of the grant earned until after retirement, payable in a lump sum or in installments. The grantee may elect to receive payment of amounts deferred in shares of common stock, cash or a combination thereof. The number of units ultimately paid depends 50% on Company Return on Invested Capital and 50% on Company Total Shareholder Return relative to a peer group of companies during the 3-year period ending 12/31/05.
( 4 )Not applicable.
( 5 )Maximum number of shares of common stock which may be awarded in respect of the units granted, plus any common stock equivalents earned during the deferral period.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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