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HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE
MILWAUKEE, WISCONSIN 53208

June 19, 2009

Ms. Linda Cvrkel
Branch
Chief
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.
Form 10-K for the year ended December 31, 2008
Schedule 14A
File No. 001-09183

Dear Ms. Cvrkel,

This letter sets forth the responses
of Harley-Davidson, Inc. (the “Company”) to the letter of the Securities and
Exchange Commission (the “Staff”) dated May 26, 2009, with respect to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the
“Form 10-K”) and the Company’s proxy statement filed on Schedule 14A on
April 3, 2009 (“Schedule 14A” or “proxy statement”). To facilitate
your review, our responses below include the Staff’s original comments and have been
ordered using numbers that correspond with the order set forth in the Staff’s letter.

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

Financial Statements

Note 2. Additional
Balance Sheet and Cash Flow Information

1. Cash Flow Information,
page 72

We note from your response to our
prior comment 2, where you indicate that at December 31, 2008, management believed that
the U.S. Federal 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
finance receivables would be securitizable in a more liquid asset-backed 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 you continue to be optimistic that the TALF program
will bring needed liquidity to the securitization market, and based upon the factors
affecting TALF 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 could 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.

1

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
securitization markets in 2009, which resulted in management’s conclusion that
approximately $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, respectively. 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 29, 2009 including any
relevant assumptions considered in determining such classification. As part of your
response, please explain in detail the factors supporting your conclusion given the
current illiquid nature of the asset-backed 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.

Company Response:

At December 31, 2008 management
believed that the TALF program would open up the term asset-backed securitization markets
to both TALF and non-TALF transactions in 2009. Our belief that the TALF program would
have a positive impact on market liquidity was based on the Federal Reserve’s
intentions for the TALF program and our own understanding of the positive aspects of the
TALF program supported by discussions with other market participants, including bankers
and potential TALF investors. These discussions indicated that market participants were
optimistic about the program and the potential liquidity it could create in the term-asset
backed securitization market.

In determining the amount of
receivables held for sale to be classified as current versus non-current assets at
December 31, 2008, the Company utilized its historical term asset-backed securitization
volumes for years prior to 2008 as a reference. The Company believed its historical
activity, in more liquid markets, was the best and most reasonable basis on which to
estimate what could be reasonably expected to be securitized in 2009, given the impact we
believed the TALF program would have on the market in 2009. In addition, a portion of the
balance of finance receivables held for sale was current based on collections and other
reductions expected to occur in the twelve months following December 31, 2008.

Subsequently, we learned that the
release of the TALF program terms was delayed and that there were fewer than expected
issuers and investors that participated in the early stages of the TALF program. We
believed that initially, market participants exercised caution as they continued to
interpret and grow comfortable with the terms of the program.

As of March 29, 2009 the Company used
its historical term asset-backed securitization activity as an initial point of reference
in determining the amount of receivables held for sale to be classified as current versus
non-current. However, given the additional information related to the TALF program and the
preliminary work we had done related to our own anticipated second quarter term
asset-backed securitization transaction, we lowered our estimate of the amount of
receivables that we would securitize in the twelve month period following March 29, 2009
(as compared to our estimate of what we would securitize in the twelve month period
following December 2008) and the excess was classified as non-current. The current portion
of finance receivables held for sale at March 29, 2009 includes (1) an estimate of the
receivables that we expected to be securitized in the twelve months following March 29,
2009 plus (2) the current portion of the remaining balance of finance receivables held for
sale based on collections and other reductions expected to occur in the twelve months
following March 29, 2009.

2

Since the end of the Company’s
first quarter, we believe the term-asset backed securitization market has supported a
significant number of new TALF eligible and non-TALF eligible transactions, including a
transaction completed by the Company in May. We believe this activity is consistent with
our understanding that the program would bring liquidity to the term asset-backed
securitization market.

We believe that disclosure of the
factors considered in determining the classification of finance receivables held for sale
would be appropriate in the “Liquidity and Capital Resources” section of our
annual report on Form 10-K and our quarterly reports on Form 10-Q and, in future filings,
we will include such disclosures.

2. Exhibits 4.4 & 4.5

We note you have incorporated by
reference Exhibits 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 attachments, schedules and exhibits. Please amend your Form 10-K to file the entire
credit agreements, 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.

Company Response:

As the Staff noted, the Form 10-K
incorporated by reference Exhibits 4.4 and 4.5. We originally filed those documents by
means of a Current Report on Form 8-K dated July 22, 2008. In response to the Staff’s
comment and based on the Staff’s current view regarding the exhibit filing
requirements, we intend to amend that Form 8-K to file the entire three-year credit
agreement, including all exhibits and schedules. However, we propose that we not file the
364-day agreement because it has since been superseded and the current document has been
filed on a Current Report on Form 8-K dated May 6, 2009. Further, we confirm that we will
file all exhibits in full and include all attachments, schedules and exhibits in future
filings.

Schedule 14A

3. Certain Transactions,
page 40

We note your disclosure of continued
commercial relationships with companies related to two of your directors, Messrs. Conrades
and Linebarger. To the extent that there were any transactions within the fiscal year
comprising of greater than $120,000 in value, those transactions and their values must be
disclosed 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.

3

Company Response:

In the proxy statement, we disclosed
continued commercial relationships with companies related to two of our directors. We
included that disclosure pursuant to Item 407(a)(3) of Reg. S-K on the basis that these
were relationships that the Board of Directors considered under applicable independence
definitions in determining that these two directors were independent. In each case,
although the amount involved exceeded $120,000, we did not believe that the director had a
direct or indirect interest in the relevant transaction that was material for purposes of
Item 404(a) of Reg. S-K. Therefore, we did not disclose the relationship pursuant to Item
404(a) of Reg. S-K, and for the same reason, we did not disclose the amount involved. This
approach is consistent with the Board’s conclusion that each of these directors
qualified as independent because neither had a material relationship with the Company; the
amount involved for each director was significantly below the amount of the relevant
categorical independence standard that the Board has adopted. We can confirm that, where applicable, we will
disclose specific transactions and their values in the future when we believe such
disclosure is required pursuant to Item 404(a) because, among other things, the related
person in each instance has a material interest in the transaction.

4. Use of Consultants and
Other Advisors, page 47

We note your disclosure of comparator
companies used to benchmark against for compensation and reward practices that appear to
have been compiled by your primary outside compensation advisor, Semler Brossy. On page
48, however, you cite additional survey databases that “were used for benchmarking
purposes.” To the extent that 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.

Company Response:

In 2008, compensation of our named
executive officers (“NEOs”) was benchmarked versus competitive medians based
upon proxy data from the comparator companies we identified in the proxy statement and
upon survey data. As disclosed on page 48 of the proxy statement, the survey sources
were four leading compensation surveys: Mercer’s Executive Compensation Survey,
Watson Wyatt’s Top Management Survey, Towers Perrin’s Executive Compensation
Database and Hewitt’s Total Compensation Management Executive Compensation
Survey.  For each of these sources, we determined whether the source provided an
appropriate match for the particular position. If more than one survey provided a match,
we used an average of the data that those surveys provided. We weighted the proxy data and
the survey data 50% each.

If survey data included an average of
manufacturing industry data for a position, we used that data.  If survey data did
not include an average of manufacturing industry data for a position, then we used general
industry data. The manufacturing industry data included all participating companies from
the manufacturing industry that reported data for the specific positions.  The
general industry competitive data included all participating companies that reported data
for the specific positions.  Mercer’s Executive Compensation Survey included a
total of 2,579 participating companies and 844 companies from the manufacturing industry.
 Watson Wyatt’s Top Management Survey included a total of 2,206 participating
companies and 827 companies from the manufacturing industry. Towers Perrin’s
Executive Compensation Database included a total of 783 participating companies.
Hewitt’s Total Compensation Management Executive Compensation Survey included a total
of 381 participating companies and 142 companies from the manufacturing industry.

Given the broad scope of the surveys
in light of the thousands of participating companies and the fact that in using the
surveys we do not give prominence to any single company or particular group of companies,
we do not believe listing individual companies that participate in the surveys is material
or would provide meaningful disclosure to investors or to the discussion of the
compensation awarded to, earned by, or paid to our NEOs. However, we will provide
the name of each survey utilized along with the number of participating companies as
indicated in the paragraph directly above.

4

5. Corporate STIP, page 51

We note your use of earnings per
share (“EPS”) and asset productivity as performance measures for your Corporate
STIP for fiscal year 2008. The EPS performance metrics, however, are not included other
than your disclosure of the minimum required threshold for an award under this plan.
Please confirm that you will provide specific breakdowns of the “weighted average
results under all other STIP Plans within the company” that will be used for 50% of
the Corporate STIP weighting 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 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.

We note what appears to be a
discrepancy 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 compensation paid will vary up and down with” your performance and
that it will align “executive and shareholder interests by linking incentive pay
primarily to key quantitative results.” Yet the 2009 changes appear to link such
compensation to EBIT goals, that is, by backing out real cash payments that decrease the
earnings per share 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.

Company Response:

As we have disclosed, the Corporate
STIP for 2009 is based 50% upon achieving a Company EBIT goal and 50% upon the weighted
average results under all other STIP Plans within the Company. In general, the Company
believes that disclosure of information regarding financial, operational and other matters
beyond what the Company is already required to disclose would put the Company at a
competitive disadvantage because the Company’s significant competitors are not
required to and do not disclose similar information to the public. Harley-Davidson is the
only major U.S.-based motorcycle manufacturer. With that in mind, for the Corporate STIP:

* In our 2010 proxy statement, we
intend to disclose the target for the Company’s 2009 earnings before interest and
taxes (“EBIT”) and actual results for EBIT for the 2009 period that will