SecProbe.io

April 13, 2011
 Via Fax & U.S. Mail

 Mr. Keith E. Wandell President and Chief Executive Officer Harley-Davidson, Inc. 3700 West Juneau Avenue Milwakee, Wisconsin 53208

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2010
Filed February 24, 2011
 File No. 1-09183

Dear Mr. Wandell:
 We have reviewed your filing and have th e following comments.  Unless otherwise
indicated, we think you should revise your future filings in response to these comments.  If you
disagree, we will consider your explanation as to  why our comment is inapplicable or a revision
is unnecessary.  Please be as detailed as necessary  in your response.  In some of our comments,
we may ask you to provide us with supplementa l information so we may better understand your
disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 on any other aspe ct 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 inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.

Mr. Keith E. Wandell Harley-Davidson, Inc. April 13, 2011 Page 2

Note 3-Discontinued Operations, page 78

1. We note that during 2010, the Company in curred a $131.0 million pre-tax loss from
discontinued operations, or $113.1 m illion net of tax associated  with the MV operations.
We also note that the 2010 operating loss included impairment charges of $111.8 million,
or $90.2 million net of tax, which represented the excess of net book value of the held-
for-sale assets over the fair value less sell ing costs and that  the impairment charges
consisted of $32.3 million accounts receivabl e valuation allowance; $25.2 million
inventory valuation allowance; $26.9 m illion fixed asset impairment; $15.8 million
intangible asset impairment; $2.6 million other asset valuation allowance; and $9.0 million of currency translation adjustment. We  further note that as a result of these
impairment charges, the Company incurred only  an immaterial loss on the date of sale,
which is included in loss from discontinued operations, net of tax, during the year ended
December 31, 2010. Given that the Company made the decision to divest the MV
business during October of 2009, please tell us a nd revise future filings to explain in
further detail the facts and circumstances that  resulted in a significant level of fixed asset
and intangible impairment charges associat ed with the Augusta sale being recognized
primarily in 2010 as opposed to 2009, when the company made the decision to dispose of
it.  We may have further comment  upon reviewing your response.

2. We note the disclosure on page 78 indi cating that on August 6, 2010, the Company in
connection with the conclusion of the sale of  MV to MV Augusta Motor Holding S.r.l., a
company controlled by the former owner of MV, the Company received nominal
consideration in return for the transfer of MV and related assets. We also note that the
parties waived their respective rights  under the stock purchase agreement and other
documents related to the Company’s purchas e of MV in 2008, which included a waiver
of the former owner’s right to contingent earn-out c onsideration, and the Company
contributed 20.0 million Euros to MV as opera ting capital. Supplementally advise us and
expand your disclosure in future filings to  explain the accounting treatment used for $20
million Euros paid in connection with the sale transaction.  We may have further
comment upon reviewing your response.
 Note 6. Finance Receivables

3. We note from the disclosure included in footnote (a) to the table reflecting the
Company’s allowance for finance credit losse s on finance receivables for 2010 that as
part of the required consolid ation of formerly off-balance  sheet securitization trusts
during 2010, the company established a $49.4 mi llion allowance for finance credit losses
related to the newly consolidated finance receiva bles. Please tell us and explain in future
filings why the Company was required to es tablish a $49.4 million allowance for credit
losses in connection with the consolidation of the formerly unconsolidated QSPE’s. In

Mr. Keith E. Wandell Harley-Davidson, Inc. April 13, 2011 Page 3

this regard, we are not clear as to why the re quired allowances for credit losses were not
already reflected in the financial statements of the QSPE’s at the time that the Company
began consolidating these enti ties if conditions existed indi cating that such allowances
for credit losses were required. We ma y have further comment upon review of your
response.

York Environmental Matters

4. We note from the disclosure included in Note 17 that the company has accrued $5.9
million for future response costs at the York  facility, which represents the company’s
estimate of its share of the futu re response costs.  However, you indicate that the RI-FS is
still underway and substantial uncertainty exists concerning the nature and scope of the
additional environmental investigation and reme diation that may ultimately be required at
the York facility.   Please note that in accordance with ASC 450-20-50-3, if an exposure to loss exists in excess of the amount accrue d pursuant to the provisions of ASC 450-20-
30-1, the disclosure shall give an estimate of th e possible loss or range of loss or state that
such an estimate cannot be made.  Supplementa lly advise us in this regard and revise
your disclosures in future filings to comp ly with the requirements of ASC 450-20-50-4.

Other

5. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes all information required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a compa ny’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
‚ the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l 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 sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. Keith E. Wandell Harley-Davidson, Inc. April 13, 2011 Page 4

You may contact Effie Simpson at (202) 551-3346, or in her absence, the undersigned at
(202) 551-3750 if you have questions regardi ng comments on the financial statements and
related matters.  Please contact the undersigned with any other questions.

Sincerely,

Linda Cvrkel Branch Chief
 Via Facsimile:  John A. Olin   (414) 343-4990