SecProbe.io

Mail Stop 3561

May 26, 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
   Schedule 14A
File No. 001-09183

Dear Mr. Bergmann:
 We have reviewed your response letter dated April 20, 2009 and have the
following comments.  Where indicated, we think you should revise your document 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.     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 lis ted at the end of  this letter.

Thomas Bergmann
Harley-Davidson, Inc.
Page 2

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

 Note 2. Additional Balance Sheet and Cash Flow Information

 Cash Flow Information, page 72

 We note your response to our prior comment 2, where you indicate that at December 31,
2008, management believed that the U.S. Fede ral Reserve’s Term Asset-Backed Loan
Facility (TALF) program would open up the TALF and non-TALF asset-backed securitization markets in 2009 and as a result management concluded that it could be
reasonably expected that the $2.44 billion in fi nance receivables would be securitizable in
a more liquid asset-based market in 2009.  As a result, you classified the finance
receivables held for sale as current assets at December 31, 2008.  Also, we note that the
you continue to be optimistic that the TALF program will bring needed liquidity to the
securitization market, and base d upon the factors affecting TA LF and your review of the
economic factors influencing your potential asset-backed securitization activity, you
believe that approximately $2.1 billion is the appropriate estimate of the held for sale
finance receivables  that coul d be reasonably expected to be  securitized in the twelve
months following March 29, 2009, which should be classified as current assets in your
balance sheet.    In this regard, fully explain to us and disclose  in the notes to your financial statements in
future filings the underlying facts and circumstances considered by management at December 31, 2008 and March 29, 2009 in believing that the TALF program would open up the TALF and non-TALF asset-backed secu ritization markets in 2009, which resulted
in management’s conclusion that appr oximately $2.44 billion and $2.1 billion of
receivables held for sale should be classified  as current assets in  your balance sheet at
December 31, 2008 and March 29, 2009, respectivel y.  Also please tell us and explain in
the notes to your financial statements how you determined the amount of receivables held
for sale classified as current versus non- current assets at December 31, 2008 and March
31, 2009 including any relevant assumptions  considered in determining such
classification.  As part of your response, pl ease explain in detail the factors supporting
your conclusion given the current illiquid na ture of the asset-b acked securitization
markets and the fact that the release of the TALF program terms were delayed and
uncertain to management at December 31, 2008 and at March 29, 2009, respectively.
  Exhibits 4.4 & 4.5

We note you have incorporated by reference Ex hibits 4.4 and 4.5.  Neither filing includes
the schedules and exhibits listed in the table of contents of the agreement.  All exhibits
must be filed in full and include all attach ments, schedules and e xhibits.  Please amend

Thomas Bergmann
Harley-Davidson, Inc.
Page 3

your Form 10-K to file the entire credit agreem ents, including all exhibits and schedules.
Further, please confirm that you will file all exhibits in full and include all attachments,
schedules, and exhibits in future filings.

Schedule 14A

Certain Transactions, page 40
 We note your disclosure of continued commercia l relationships with companies related to
two of your directors, Mssrs. Conrades and Line barger.  To the extent that there were any
transactions within the fis cal year comprising of greater  than $120,000 in value, those
transactions and their values must be disc losed per Item 404 of Regulation S-K.  Please
confirm that, where applicable, you will disclose  specific transactions and their values for
transactions pursuant to these relationships in the future.

Use of Consultants and Other Advisors, page 47

We note your disclosure of comparator co mpanies used to benchmark against for
compensation and reward practices that appe ar to have been compiled by your primary
outside compensation advisor, Semler Bross y.  On page 48, however, you cite additional
survey databases that “were used for benchmar king purposes.”  To the extent that the any
of these databases were used for benchmarking purposes for named executive officers,
please confirm that you will identify in your future filings all companies comprising
those databases.  Refer to Item 402(b)(2)( xiv) of Regulation S-K and Compliance and
Disclosure Interpretation 118.05 to Regulation S-K.

Corporate STIP, page 51

We note your use of earnings per share (“EPS”) and asset productiv ity as performance
measures for your Corporate STIP for fiscal  year 2008.  The EPS performance metrics,
however, are not included other than your di sclosure of the minimum required threshold
for an award under this plan.  Please confir m that for future filings you will provide the
earnings before interest and tax (“EBIT”), a nd any other, metrics used as performance
targets.  Furthermore, please confirm that you will provide specific breakdowns of the
“weighted average results under all other STIP  Plans within the co mpany” that will be
used for 50% of the Corporate STIP weigh ting for fiscal year 2009, and that you will
include all corresponding targets.  To the extent you believe that  disclosure of the targets
is not required because it would result in comp etitive harm such that the targets could be
excluded under Instruction 4 to Item 402(b) of  Regulation S-K, please provide us with a
detailed explanation for such conclusion.
 We note what appears to be a discrepa ncy between your executive compensation
philosophy as set forth on page 48 and the metrics of your Corporate STIP plan.  The philosophy says your compensation is set up so that “actual compensa tion paid will vary
up and down with” your performance and that  it will align “executive and shareholder

Thomas Bergmann
Harley-Davidson, Inc.
Page 4

interests by linking incentive pay primarily to  key quantitative resu lts.”  Yet the 2009
changes appear to link such compensation to EB IT goals, that is, by backing out real cash
payments that decrease the earnings per shar e which would presumably be a shareholder
interest.  Please tell us why you believe this measure aligns management and shareholder
interests and consider adding disclosure in your proxy next year explaining why you
changed this formula and why it aligns management and shareholder interests.

Motor Company STIP, page 51

We note your use of EBIT, asset productivity  and retail sales and quality metrics as
performance measures for your Motor Co mpany STIP and the supplemental STIP
authorized under this plan in 2008.  The EBIT  and sales and quality performance metrics,
however, are not included other than your di sclosure of the minimum required threshold
for EBIT under this plan.  Please confirm th at in future filings you will provide EBIT,
and all other, metrics used as performance ta rgets.  Furthermore, please confirm that you
will provide the specific targ ets for the three separate pe rformance measure groups that
will be used for NEOs in future fiscal years.   To the extent you believe that disclosure of
the targets is not required because it would result in competitive harm such that the
targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion.

Pension Benefits, page 66

We note your disclosure on page 67 that Mssrs. McCaslin and Ziemer participate in supplemental executive retirement plans.  The plans’ accumulated benefits for Mr.
McCaslin are included in the pension benefits table on page 66, but there is no disclosure
for Mr. Ziemer.  Please confirm that, in the future, you will provide disclosure regarding supplemental executive retirement plan inform ation in the pension benefits table.

*******************

  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.

Your response should be submitted in electronic form, under the label “corresp”
with a copy to the staff.

Thomas Bergmann
Harley-Davidson, Inc. Page 5

 You may contact Jeffrey Jaramillo at  (202) 551-3212 if you have questions
regarding comments on the financ ial statements and related matters.  Please contact Mat
Spitzer (202)551- 3373 or 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