SecProbe.io

Mail Stop 3561

April 9, 2009
 Via U.S. Mail and Facsimile

 Thomas Bergmann Chief Financial Officer Harley-Davidson, Inc.  3700 West Juneau Avenue Milwaukee, Wisconsin 53208
RE: Harley-Davidson, Inc.
   Form 10-K for the fiscal  year ended December 31, 2008

File No. 001-09183

Dear Mr. Bergmann:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
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.

Thomas Bergmann
Harley-Davidson, Inc.
Page 2

Form 10-K for the fiscal year ended December 31, 2008

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liquidity and Capital Resources as of December 31, 2008, page 48
1. We note from your disclosure that y ou have estimated that HDFS’ funding
requirements in 2009 will be approximate ly $1.00 billion in addition to amounts
that may become due in July 2009 if the Company is unable to extend its 364-day
credit facility that is part of the Gl obal Credit Facilities or on March 31, 2009
under the $500 million asset-backed comme rcial paper conduit facility that was
entered into in December 2008.  We also note that you state that no assurance can
be given that the Company’s efforts to pursue the options described in the last
paragraph on page 48 will be successful, and if such efforts are not successful, the company will need to consider other altern atives.   Considering the significance of
HDFS’ 2009 expected funding requirements, pl ease tell us and disclose in future
filings the potentially advers e consequences to your business, future statement of
position, future results of operations and future cash flows if you are unable to
successfully raise your funding requirements in 2009 of approximately $1.00 billion to support HDFS’ lending operations.
  Financial Statements

 Note 2. Additional Balance Sheet and Cash Flow Information

 Cash Flow Information, page 72

2. We note from your cash flow information on page 72 that proceeds from
securitization of retail finance receivabl es significantly decreased year-over-year
from approximately $2.49 billion in 2007 to approximately $468 million in 2008.
Also, we note from page 35 that the incr ease in retail receivables outstanding was
driven by a reduction in term asset-back  securitization activ ity during 2008 due to
capital market volatility.  Additionally, as disclosed on page 14, the related
tightening of credit has led to more limite d availability of funds from financial
institutions and other lenders and sources of capital.  In this regard, please tell us
how you considered the aforementioned fact ors in assessing that the retail loans
intended for securitization at origination th at are classified as finance receivable
held for sale (as described on page 65) in the amount of approximately $2.44
billion at December 31, 2008 are appropriately classified as current assets.  As
part of your response, please provide us with your overall basis in concluding that
these retail loans intended for securitization at origination that are classified as
finance receivable held for sale in th e amount of approximately $2.44 billion at
December 31, 2008  are appropriately classified as current assets rather than long-term assets.  Your response should sp ecifically address why you believe you have

Thomas Bergmann
Harley-Davidson, Inc.
Page 3

the ability to securitize all of these receivables during your upcoming operating
cycle, when only approximately $468 million of such receivables were securitized
in 2008.   We may have further comment upon receipt of your response.

Note 8. Securitization Transactions, page 78
3. We note from your disclosure that in c onjunction with current and prior year
sales, HDFS had investments in retained securitization interests of $330.7 million
and 407.7 million at December 31, 2008 a nd 2007, respectively.  In this regard,
please tell us and disclose in the notes to your financial statements in future filings
how this investment in retained securitization interests is classified, pursuant to SFAS 115 (i.e. held-to-maturity, available- for-sale, or trading).  Additionally,
please revise future filings to include the disclosures outlined in paragraph 19, 20,
and 21 of SFAS 115, as applicable.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  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
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.

Thomas Bergmann
Harley-Davidson, Inc. Page 4

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 Jeffrey Jaramillo at  (202) 551-3212 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,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Thomas Bergmann, Chief Financial Officer   (414) 343-4990