SecProbe.io

April 12, 2012   Via E-mail

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

Re: Harley-Davidson, Inc.
 Form 10-K for the year ended December 31, 2011
Filed February 23, 2012
 File No. 001-09183

Dear Mr. Olin:

We have reviewed your filing and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busines s days by providing the requested information,
and by confirming that you will revise your documents in future filings.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have
additional comments.

 Annual Report on Form 10-K for the year ended December 31, 2011

 Financial Statements, page 56

Notes to Consolidated Financial Statements, page 66
3. Discontinued Operations, page 76

1. We note from the discussion on page 76 that during 2011, the company recognized a
$51.0 million benefit in income from discont inued operations that was driven by the
reversal of tax amounts reserved  in prior years related to th e divestiture of the company’s
MV Augusta subsidiaries.  We also note th at the amounts had been reserved pending
resolution with the IRS on the treatment of th e transaction.  Please tell us and revise the
notes to your financial statements to explain in further detail the nature and timing of the
facts or circumstances that resulted in th e company establishing these tax reserves in
prior periods.  Also, please te ll us and revise the notes to your financial statements to

Mr. John A. Olin
Harley-Davidson, Inc. April 12, 2012 Page 2

 explain in further detail that nature and timing of the change s in facts or circumstances
that caused the company to eliminate these tax reserves during 2011.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating 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 comme nts, 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 re sponse to staff comments do not foreclose the
Commission from taking any action w ith 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.

You may contact Heather Cl ark at 202-551-3624 if you ha ve questions regarding
comments on the financial statements and rela ted matters.  Please contact me at 202-551-3813
with any other questions.
Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief