SecProbe.io

Mail Stop 3561
        November 7, 2006

Via Fax & U.S. Mail

Mr. Thomas E. Bergmann
Chief Financial Officer
3700 West Juneau Avenue
Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 3, 2006
 File No. 001-09183

Dear Mr. Bergmann:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data, page 29

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 2

1. Please revise future filings to either disclose or cross-reference to a discussion
thereof, any factors that materially aff ect the comparability of the information
provided in your Selected Financial Data . Such items may include, but not be
limited to, business acquisitions or disp ositions, accounting changes or other
significant or unusual items which may be helpful to an investor’s understanding
of the selected financial data.  Refe r to the requirements of Item 301 of
Regulation S-K.

Management’s Discussion and Analysis

– Results of Operations 2005 Compared to 2004, page 31

2. We note that your discussion of the change s in gross profit lists several factors
that contributed to the increase in gross margin from 2004 to 2005, however the factors are not quantified as to how much each contributed to the increase.  Please
revise future filings to discuss and analy ze cost of sales (rather than margins) for
each period.  Because margins are impacted by both net sales and cost of sales, we believe a separate discussion of cost  of sales would be beneficial.  Please
expand your discussion of cost of sa les and operating expenses, or selling,
administrative and engineering expenses, to quantify and disc uss the significant
cost components within these broad categ ories, such as price increases, product
costs, product development costs, market ing costs, depreciation and amortization,
and any other significant components that  would enable read ers to understand
your business better.  For example, you state that the increase in  gross margin in
2005 was due in large part to the favor able motorcycle product mix shipped
during the year and also benefited from  wholesale price increases, lower costs
from manufacturing efficiencies and a d ecrease in compensation plan costs, but
you do not quantify these change s or provide the actual co st figures necessary to
put these changes in proper context.

Critical Accounting Policies, page 39

- General

3. We note that your discussion of critic al accounting policies includes finance
receivable securitizations, finance receivable credit losses, and pensions.  In
future filings, please consider including a discussion of stock based compensation, and the provision for income taxes as part of your critical accounting policies.   See SEC Release No. 33-8350.

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 3

– Pensions

4. We note your disclosure that as of the most recent measurement date you lowered
the discount rate assumption from 6.25% to 5.5% and reset the assumption for
healthcare trend rates.  Please explain to us, and disclose in future filings, the
reasons for these changes in assumptions.

Liquidity and Capital Resources as of December 31, 2005, page 44

5. We note that your liquidity s ection includes a discussion of liquidity for the years
ended December 31, 2005 and 2004.  In future filings, expand your liquidity discussion to cover the three-year period covered by the financial statements, using year-to-year comparisons or any other format to enhance the reader’s understanding.  Refer to Instru ction 1 to paragraph 303(a) of Regulation    S-K.

Consolidated Statements of Cash Flows, page 54

6. We note your presentation of net (decrease ) increase in finance-credit facilities
and commercial paper as a financing activity on the face of the statements of cash flow.  Please explain to us why you believe it is appropria te to present the changes
in the finance credit facilities and commerci al paper as “net” rather than “gross”
on the face of the statements of cash fl ow.  Please note that we believe that
generally, information about the gr oss amounts of cash receipts and cash
payments during a period is more relevant than information about the net amounts of cash receipts and payments.  See paragraphs 11-13 of SFAS No. 95.

7. We note your disclosure that a recla ssification was made in December 2005 to
present the “origination of retail finance r eceivables held for sa le,” “collections on
retail finance receivables held for sale,” and “proceeds from securitization of retail finance receivables” as operating activities, rather than investing activities, in the statements of cash flows.  Please explain to us the basis for this reclassification made during December 2005, including the nature of any changes
in the business or in management’s assumptions between December 31, 2004 and 2005.  Describe for us in detail why each of  the amounts for “origination of retail
finance receivables held for sale,” “collections on retail finance receivables held for sale,” and “proceeds from securitizati on of retail finance receivables” were
considered appropriately presented as i nvesting activities during the year ended
December 31, 2004 but were determined to be operating activities during the year ended December 31, 2005.  In light of the r eclassifications made to the statements
of cash flows for the year ended December 31, 2004, we do not understand why these activities, regardless of whether finance receivables held for sale were

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 4

separately presented on the face of the balance sheet in prior years, were not
reclassified to cash flows from operati ng activities during 2004.  Also, please tell
us why you believe the changes to operati ng activities on the statements of cash
flows are appropriately presented as a recl assification rather than a correction of
an error.  It appears based on the di sclosures provided in the notes to your
financial statements that this should be treated as a restatem ent of your financial
statements.

Furthermore, given that it appears to be  a restatement, please tell us why the
auditors have not included a reference to the restated amounts in their audit
opinion.  Additionally, please explain to us what consideration was given to this
change in accounting for and classifying the finance receivables in your balance
sheet and statements of cash flows in your  evaluation of inte rnal controls over
financial reporting. Your response shoul d explain in detail why you do not believe
this change in accounting or correction of an error is not a material weakness in
your internal controls.  We may have  further comment upon receipt of your
response.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies
- Revenue Recognition, page 61

8. We note your disclosure that you offer sa les incentive programs to dealers and
distributors and the costs are recognized as revenue redu ctions and are accrued at
the later of the date the related sales are recorded or the date the incentive
program is approved and communicated.  Plea se tell us, and disclose in future
filings, the nature of the sales incentiv es offered to your customers.  Also,
consider revising future filings to incl ude a discussion of the sales adjustments
made to gross sales, in your Critical  Accounting Policies and Estimates section.

Note 4. Financial Services  – Finance Debt, page 70

9. We note your disclosure that HDFS is s ubject to various operating and financial
covenants related to the Global Credit Fac ility and the Notes.  Please tell us, and
disclose in future filings, th e nature of any restrictive covenants (e.g., restrictions
on additional borrowings, obligations to maintain minimum working capital or
restrict dividends) and assets mortgaged, pledged, or otherwise subject to lien.
See paragraphs 18-19 of SFAS No. 5.

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 5

Item 9A. Controls and Procedures, page 90

10. We note that in your evaluation of disclosu re controls and procedures you refer to
Rule 13a-15(e). Please note that the rules regarding the defin ition of disclosure
controls and procedures are located in  Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934.  Please re fer to the appropriate Rules and state
that your conclusion is “as of the end of the period covered by the report.”  See
Item 307 of Regulation S-K.  Additio nally, we note your disclosure that
management has concluded that the disclosure controls an d procedures “were
effective as of the date of such evalua tion to ensure that material information
relating to the Company, including its c onsolidated subsidiaries, was made known
to them by others within those entities, pa rticularly during the period in which this
Annual Report on Form 10-K was being prep ared.”   In future filings, please
revise your disclosure to cl arify, if true, that your officers concluded that your
disclosure controls and procedures are effective to ensure that information
required to be disclosed by you in the re ports that you file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms and to ensure that
information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is ac cumulated and communicated to your
management, including its principal executive  and principal financial officers, or
persons performing similar functions, as  appropriate to allow timely decisions
regarding required disclosure.  Otherwise, please simply conclude that your disclosure controls and procedures are e ffective or ineffective, whichever the case
may be.

Form 10-Q for the quarter ended June 25, 2006

Management’s Discussion and Analysis

11. We note your disclosure that during the first six months of 2005, stock
compensation expense was higher primarily as a result of the accelerated amortization of expense for stock awards granted to the Company’s former Chief
Executive Officer.  Please explain to us when the acceleration of the vesting of these stock awards occurred and the reason s for the acceleration.  Also, tell us if
there were any other stock awards for which vesting has been accelerated.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information

Mr. Thomas E. Bergmann
Harley-Davidson, Inc.
November 7, 2006 Page 6

investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief