SecProbe.io

Mail Stop 3561
        March 12, 2010  Via Fax & U.S. Mail

 Mr. John A. Olin Chief Financial Officer 3700 West Juneau Avenue Milwaukee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2009
Filed February 23, 2010
 File No. 001-09183

Dear Mr. Olin:

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, 2009

Management’s Discussion and Analysis

- Liquidity and Capital Resources  as of December 31, 2009, page 49

Mr. John A. Olin
Harley-Davidson, Inc.
March 12, 2010 Page 2

1. We note that this section of MD&A discusses th e operating, investing and
financing cash flow activity for continuing operations.  Please revise future filings
to describe how cash flows from discontin ued operations are also reported in the
cash flow statement, and to describe  how the absence of cash flows from
discontinued operations is expected to aff ect future liquidity and capital resources.
For example, you should disclose the effect  on financing levels, terms, covenants,
etc.

Notes to the Financial Statements

 Note 3. MV Agusta Acquisition a nd Planned Divestiture, page 77

2. We note your disclosure that in Oct ober 2009 the Company committed to the
divestiture of MV as part of its new business strategy and as a result MV is now
presented as discontinued opera tions for all periods presente d.  Please tell us, and
revise future filings to disclose the e xpected manner and timing of the disposal.
Also, please explain to us why you believe  the sale of MV Agusta is probable
within one year.  Include as part of your  response whether an active program to
locate a buyer or any other actions required to sell the business have been initiated.  See guidance in FASB ASC 205-20-50.
 Note 4. Restructuring Expense and Other Impairments, page 78

3. We note that as part of your 2009 Restru cturing Plan, you inte nd to exit the Buell
product line.  Please explain to us how  you intend to exit the product line,
specifically if you intend to sell the pr oduct line to a third party and how you
intend to account for the exit of the Bue ll product line in accordance with FASB
ASC 360-10-35, 360-10-40 and 360-10-45.  If you intend to sell the product line please tell us why you have not presented this asset group as pa rt of discontinued
operations.

4. We note your disclosure of the amounts re lated to the 2009 Restructuring Plan
that have been included in accrued liabil ities as of December 31, 2009.  In future
filings, please revise your disclosure to all include the total amount expected to be incurred in connection with  the activity, the amount incurred in the period, and
the cumulative amount incurred to date .  See FASB 420-10-50 (paragraph 20b of
SFAS No. 146.)

Note 7. Off-Balance Sheet Finance Receiva ble Securitization Transactions, page 82

5. We note your disclosure that on Ma rch 30, 2009 you adopte d the guidance in
ASC 320-10-65-1.  We also note your disclosure of the components of the
impairment for the nine months e nded December 31, 2009.  Please note that
FASB ASC 320-10-45-8A requires disclo sure of total other-than-temporary

Mr. John A. Olin
Harley-Davidson, Inc.
March 12, 2010 Page 3

impairment with an offset for the am ount of the total other-than-temporary
impairment that is recognized in othe r comprehensive income on the face of the
statement of operations.  It appears that  not only is your disclosure not included
on the face of the statement of operations but it does not show the components as
required.  A table should be disclosed wh ich shows the total other-than-temporary
impairment losses (which includes both amounts included in earnings and other comprehensive income) then the offset for the amount that is included in other comprehensive income which results in  the amount of impairment losses
recognized in earnings.  Please revise futu re filings accordingly.  Also, please
explain to us why you are reclassifying a portion of the impairment loss from

other comprehensive income to current earnings subsequent to the adoption of
ASC 30-10-65-1.
 Note 10. Fair Value Measurements, page 89

6. We note from your disclosure in Note 1 that you have classified your investments
in marketable securities as available for sale, requiring the Company to carry
them at fair value with any unrealiz ed gains or losses reported in other
comprehensive income.  Please revise your disclosure in Note 10 in future filings to include marketable secu rities in your disclosures of recurring fair value
measurements.

7. We note your disclosure on non-recurring fair value m easurements.  In future
filings, please revise to present the in formation using a tabular format which
includes disclosure of the asset amount  at year end and the total gain/loss
recognized in the fair value determina tion.  See guidance in FASB ASC 820-10-
50 and ASC 820-10-55-64.
 Note 14. Income Taxes, page 97

8. We note that the reconciliation of the income taxes at the statutory rate to the
provision for income taxes includes a line item titled “other.”  Please explain to us and disclose in future filings, the nature of any significan t amounts included in
this “other” category.
 Note 19. Share-Based Awards, page 109

Mr. John A. Olin
Harley-Davidson, Inc.
March 12, 2010 Page 4

9. We note from your disclosure of assumptions  used in calculating the lattice-based
fair value of options granted durin g 2009, 2008 and 2007, that the expected
dividend yield increased in 2009 from 2.0% to 3.3%.  In light of your disclosure
on page 49 of MD&A that the Board of Di rectors approved quarterly dividends in
2009 that were reductions of the amounts paid in 2008, please tell us why you
have increased the dividend yield assump tion for purposes of valuing your stock
options.

Supplementary Data – Quarterly Fi nancial Data (Unaudited), page 122

10. Please revise future filings to include disc losure of the effect of any unusual or
infrequently occurring items (such as re structuring charges, impairments, etc.)
that are recognized in any of the quart ers presented.  See guidance in Item
302(A)(3) of Regulation S-K.

********

  We urge all persons who are responsi ble for the accuracy and 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.

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.

Mr. John A. Olin
Harley-Davidson, Inc. March 12, 2010 Page 5

 You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
       VIA FACSIMILE (414) 343-4990