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Harley-Davidson, Inc.

3700 West Juneau Ave.
Milwaukee, WI 53208

James L. Ziemer
President
and Chief Executive Officer

September 21, 2007

Mr. Daniel Morris
Attorney
Advisor
Division of Corporation Finance
United States Securities and Exchange Commission

Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

RE:
Harley-Davidson,
Inc.
Definitive 14A Filed March 28, 2007
File No. 001-09183

Dear Mr. Morris,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter from the Securities and
Exchange Commission (the “Staff”) dated August 21, 2007, with respect to the
Company’s Definitive 14A (Notice of Annual Meeting and Proxy Statement) (“Proxy
Statement”) dated March 26, 2007. To facilitate your review, our responses below
include the Staff’s original comments and have been ordered using numbers that
correspond with those set forth in the Staff’s letter.

Human Resources
Committee, page 19

1.
You
indicate that the human resources committee reviews the compensation of your
               named executive officers. Please clearly state whether compensation for
               executives other than the CEO is ultimately approved by the human
resources                committee. Refer to Item 407(e)(3)(i)(A) of Regulation S-K.

Company response:

On page 33 of the Proxy Statement,
the Company stated that the CEO has the responsibility for determining salary levels of
Functional Leadership Group executives other than the CEO. Salaries of Functional
Leadership Group executives are recommended to or established by the CEO who approves
them before providing them to the Human Resources Committee (“HR Committee”)
for review during the February HR Committee meeting. In addition, the Compensation
Discussion & Analysis discussed the  process by which the HR Committee approves the
following: (i) performance measures and goals for all of the Company’s short term
incentive plans; and (ii) a combination of stock option and restricted stock grants based
on a formula calculation for all eligible employees, including the named executive
officers. However, the Company will address this comment in future filings by stating
more clearly whether the HR Committee ultimately approves components of compensation for
executive officers(1). For example, we will state that the committee reviews,
but does not approve, base salaries for named executive officers other than the CEO.

Certain Transactions,
page 25

2.
Please
disclose your policies with respect to related person transactions.
               Although we note the final paragraph of the Nominating and Corporate
Governance                Committee report, we believe additional detail regarding the
review and approval                of related person transactions is necessary. Refer to
Item 404(b) of Regulation                S-K.

Company Response:

On page 20 of the Proxy Statement, we
disclosed that the HR Committee reviews potential conflicts of interest involving any
executive officer other than the CEO, and on page 22 of the Proxy Statement, we disclosed
that the Nominating and Corporate Governance Committee (the “Nominating
Committee”) reviews potential conflicts of interest involving the CEO or any
director. On page 25 of the Proxy Statement, we disclosed each related party transaction
and noted that, in the case of directors, the Nominating Committee considered the
relationship under our Conflict of Interest Process for Directors and Executive Officers
and that, in the case of executive officers, the HR Committee considered the relationship
under that same process.

In fact, the Company has had a
Conflict of Interest Process for Directors and Executive Officers in place in its current
form since 2003, and it is available to the public via our website. Under this process, in
the case of a potential conflict involving the CEO or a director, the issue is submitted
to the chairperson of the Nominating Committee (in the case of a conflict involving
such chairperson, the issue is submitted to the entire Nominating Committee without the
chairperson present) to determine whether an actual conflict exists.  The chairperson
(or the Nominating Committee in the case of a conflict involving the chairperson)
determines whether an actual conflict exists.  If the
chairperson determines that an actual conflict exists, then the issue is brought
to the full Nominating Committee to decide whether an actual conflict exists. If a
determination is made that an actual conflict exists, then the Nominating Committee
determines whether to waive the conflict or require the CEO or director to remove the
conflict.

In the case of a potential conflict
involving executive officers, the issue is submitted to the Vice President and General
Counsel of the Company (in the case of a conflict involving the Vice President and General
Counsel, the issue is submitted to the CEO) to determine whether an actual conflict
exists.  The Vice President and General Counsel (or the CEO in the
case of a conflict involving the Vice President and General Counsel) determines whether an
actual conflict exists.  If a determination is made that an actual conflict
exists, then the issue is brought to the Chair of the HR Committee to decide whether an
actual conflict exists.  If the chairperson of the HR Committee determines that
an actual conflict exists, then the issue is brought to the full HR Committee to
decide whether an actual conflict exists.   If the HR Committee
determines that an actual conflict exists, then the HR Committee determines whether
to waive the conflict or require the executive to remove the conflict.

     1
          For Securities and Exchange Commission purposes, the members of the
          Company’s Leadership and Strategy Council (which functions similarly to an
          executive committee) are considered to be the Company’s executive officers.
          The Leadership and Strategy Council is a subset of the Company’s Functional
          Leadership Group whose members consist of the leaders of the functional areas of
          Harley-Davidson Motor Company Operations, Inc., Harley-Davidson Motor Company
          Group, Inc., Harley-Davidson Motor Company, Inc. (collectively, these entities
          are referred to as the “Motor Company”), Harley-Davidson Financial
          Services, Inc., Buell Motorcycle Company, LLC and Harley-Davidson, Inc.

2

If a conflict is waived, the
shareholders must be promptly notified. Generally, the Company has disclosed the waiver of
conflicts associated with related party transactions in the Proxy Statement because these
conflicts have involved historical ordinary course relationships.

The Company will address this comment
in future filings by disclosing in more detail our policies with respect to related person
transactions.

Compensation Discussion
and Analysis, page 30

3.
Please
expand your analysis of the elements and levels of compensation paid to
               the named executive officers. Throughout your Compensation Discussion &               Analysis
and as to each compensation element, provide an analysis of how you
               arrived at and why you paid each particular level and form of compensation
for                2006. Please provide a reasonably complete analysis of the specific
factors                considered by the committee in ultimately approving particular
pieces of each                named executive officers’ compensation package and
describe the reasons why                the committee believes the amounts paid to each
named executive officer are                appropriate in light of the various items
considered in making specific                compensation decision.

Company Response

The Company will attempt to address
this comment in future filings by providing additional detail concerning how we arrived at
and why we paid elements and level of compensation and the factors that were considered by
the CEO in his actions relating to the compensation of his direct reports and by the HR
Committee with respect to the compensation of the CEO. However, the Company generally
believes its Compensation Discussion & Analysis included an analysis of the elements
and levels of compensation paid to the named executive officers that was responsive to the
requirements. For example, the disclosure explains why we pay base salaries, how we set
midpoints (relative to benchmarking surveys previously disclosed), other factors
considered in setting individual executives’ salaries and the process for approving
salaries. Similarly, we disclosed information about short-term incentive compensation such
as its purpose, the process for approval and that target payouts are set at or above the
market median. There is comparable disclosure for long-term incentives and benefits. The
Company does not understand Item 402(b) of Regulation S-K to require the Company to
specifically explain and justify the amount of each element of each individual named
executive officer’s compensation, which among other things could involve disclosure
of sensitive personnel information.

4.
Your
disclosure suggests that different elements of compensation (such as base
               salary and incentive compensation) are significantly impacted by
individual                performance. Provide an analysis of how individual performance
contributed to                actual 2006 compensation for the named executive officers,
including specific                contributions the compensation committee considered in
its evaluation, and if                applicable, how they were weighted and factored
into specific compensation                decisions. See Item 402(b)(2)(vii) of
Regulation S-K.

3

Company Response

Named executive officers, as well as
other salaried employees, annually review and prepare commitments which are generally
goals to be achieved within a given timeframe. The CEO meets with his direct reports, and
the other named executive officer meets with the President of the Motor Company, to review
and discuss these commitments. At the end of each year, the CEO meets with his direct
reports, and the other named executive officer meets with the President of the Motor
Company, for their year-end performance assessment at which time they are evaluated on the
degree of achievement against their commitments. As indicated in our response to question
1, the base salaries of the named executive officers are recommended to or established by
the CEO taking into account current compensation levels, competitive market data provided
by Mercer Human Resource Consulting (“Mercer”) and the results of this
assessment. Generally, no factor is weighted more heavily than any other.

In the case of the CEO, the HR
Committee annually reviews the performance of the CEO as described on page 20 of the Proxy
Statement. The HR Committee receives an analysis, on an annual basis, from Mercer that
benchmarks the CEO compensation with that of actual proxy data from our comparator group
of companies as well as survey data. Based upon this benchmarking, the consultant provides
a range of recommendations for the HR Committee to consider. The HR Committee also
considers such factors as general financial performance of the Company, succession
planning and talent development, strategy development and any other commitments agreed to
by the CEO and the Nominating Committee. The HR Committee makes a recommendation to the
Nominating Committee based upon this data and its review of the CEO’s performance.
Generally, no factor is weighted more heavily than any other.

Short term incentive pay (as
historically approved by the HR Committee) for employees, including the named executive
officers, has no element of individual performance except to the extent that participants
in the Corporate STIP may have their STIP payments reduced based upon a recommendation of
the CEO. Long term incentive awards can vary based upon individual performance, potential
long-term contribution to the Company, potential to advance within the Company or other
factors such as retention risk. Generally, no factor is weighted more heavily than any
other.

The Company will attempt to address
this comment in future filings by providing additional detail of factors that were
considered in establishing the compensation of the named executive officers.

5.
In
the first paragraph of this section you identify certain individuals as
               members of your “FLG.” However, your disclosure on page 5
suggests                that the Vice President, New Business of the Motor Company would
not qualify as                a member of the FLG. Please explain or revise your
disclosure to address the                ways in which the policies and procedures which
apply to Mr. Hutchinson differ                from those applicable to the FLG. In
addition, consider revising throughout your                disclosure to use the term
“Functional Leadership Group” instead of                its acronym.

Company Response

The Vice President, New Business is a
member of the Functional Leadership Group. The last sentence of the opening paragraph on
page 30 of the Proxy Statement in the Compensation Discussion and Analysis section states
that we are listing the named executive officers, who are among the Functional Leadership
Group. In addition, on page 5 of the Proxy Statement we state that all of the leaders of
the Motor Company’s functional areas and a number of other officers of the Company or
its subsidiaries serve as members of the Functional Leadership Group. The reason for the
added description for the Vice President, New Business was to make clear that this
individual’s job function changed during the calendar year. However, he was and is
still a member of the Functional Leadership Group.

In future filings, the Company will
revise its disclosure to refer to the FLG as the Functional Leadership Group.

4

Use of Consultants and
Other Advisors, page 31

6.
You
have identified the companies comprising the peer group that you have relied
               upon for benchmarking purposes. If you have benchmarked different elements
of                your compensation against different benchmarking groups, please
identify the                companies that comprise each group. Refer to Item
402(b)(2)(xiv) of Regulation                S-K. This disclosure should include a
discussion of where you target each                element of compensation against the
peer companies and where actual payments                fall within targeted parameters.
To the extent actual compensation was outside a                targeted percentile range,
please explain why.

Company Response

In addition to the peer group
companies disclosed on page 31 of the Proxy Statement, additional compensation survey
sources were used for benchmarking purposes, including Mercer’s Executive
Compensation Survey, Mercer’s Executive Pay and Performance Survey, Watson
Wyatt’s Top Management Survey, Towers Perrin’s Executive Compensation Database,
Hewitt’s Total Compensation Management Industrial and Service Executive Compensation
Survey, and the Mercer/Wall Street Journal 350 Study. We have utilized general industry
data and, where available by survey, manufacturing industry data. All survey data was size
adjusted, using regression analysis to normalize to a revenue size of $6 billion where
regression relationships existed, and using similarly-sized tabular data where regression
relationships were not provided. This data was used to provide market reference points for
all components of compensation for the named executive officers.

Our compensation philosophy
emphasizes pay for performance by targeting base salary midpoints for Functional
Leadership Group at or below the market median of the comparator organizations. We target
short-term incentive opportunities and equity-based awards at or above the market median
of the compar