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HARLEY-DAVIDSON, INC.

3700 WEST JUNEAU AVENUE
MILWAUKEE, WISCONSIN
53208

August 24, 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
8-K/A filed on July
16, 2009
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 August 12, 2009, with respect to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the
“Form 10-K”), the Company’s proxy statement filed on Schedule 14A on April
3, 2009 (“Schedule 14A” or “proxy statement”) and the Company’s
Current Report on Form 8-K/A filed on July 16, 2009. 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 8-K/A filed on July
16, 2009

Exhibit 99.1

1.
We
note your disclosure that your earnings were affected by a one-time
          reclassification of finance receivables from held-for-sale to
          held-for-investment and the related $72.7 million provision to establish the
          related initial credit loss allowance. In light of the accounting model for
          loans held-for-sale under SOP 01-6 (lower of cost or fair value) versus the
          accounting model for loans held-for-investment receivables (incurred loss model
          with a related allowance for finance credit losses recorded) it is unclear to
us           what is meant by the establishment of the “initial credit loss
          allowance.” Furthermore, given the different accounting models (fair
value,           which would consider expected credit losses versus incurred loss model),
it is           unclear why credit losses would be so much higher upon the
reclassification.           Please clarify your disclosure, and confirm that you had been
recording the           finance receivables at the lower of cost or market prior to the
          reclassification. As part of your response, please tell us the par amount of
the           finance receivables transferred to held-for-investment and tell us the
valuation           allowance recorded on the receivables prior to the reclassification
and           recording of the additional credit losses. Finally, please fully explain
why the           carrying amount of the respective finance receivables prior to
reclassification           was less than fair value, specifically addressing why the 18%
discount rate used           in your fair value cash flow model on 6/28/09 did not lead
to a LOCOM value of           less than 100% of your cost basis.

Company response:

As you noted, during the second
quarter of 2009 we reclassified approximately $3.1 billion of finance receivables from
held-for-sale to held-for-investment and recorded a $72.7 million provision to establish
the “initial credit loss allowance” on the reclassified finance receivables.
Prior to the reclassification we confirm that the finance receivables held-for-sale were
carried at the lower of cost or fair value. For example, as of December 31, 2008 and March
28, 2009, we carried valuation allowances of $31.7 million and $23.9 million respectively
to reduce the cost basis of finance receivables held-for-sale to fair value.

The principal amount (par value) and
valuation allowance related to the finance receivable held-for-sale that we reclassified
during the second quarter of 2009, just prior to each of the two dates of
reclassification, were as follows:

     In millions
     05/12/09
     06/28/09

Principal

     $  641.0

     $  2,445.7

     Valuation allowance required to adjust to fair value if lower
       (5.9
        )
       --

     Lower of cost or fair value
     $  635.1

     $  2,445.7

As described above, as a result of
the reclassification we recorded a $72.7 million provision to establish an allowance for
credit losses representing our estimate of incurred losses existing in the portfolio of
receivables at the date of reclassification. We chose to describe this as the
“initial credit loss allowance” because the amounts were previously valued at
the lower of cost or fair value. It was our intention to distinguish the “credit loss
allowance” required under the held-for-investment accounting model from the LOCOM
valuation allowance required under the held-for-sale accounting model which had been
previously disclosed.

The accounting rules related to the
valuation of finance receivables held for investment (cost less an allowance for incurred
losses) typically result in a net carrying value that is less than the original cost or
principal. However, the accounting model related to the valuation of finance receivables
held for sale (lower of cost or fair value) may or may not result in a net carrying value
that is less than cost depending on the fair value of the receivables which factors in not
just future losses, but also future income related to the receivables.

In order to determine the fair value
of our held for sale receivables, we utilized a securitization transaction model, as the
securitization market was the intended market for the sale of our receivables. The
securitization model provides an estimate of fair value by modeling the value that would
be received by the Company if the receivables were securitized. This includes an estimate
of cash proceeds (net of transaction costs and required cash reserves) that the Company
would receive at the close of the securitization transaction plus the discounted value of
any future net residual cash flows over the life of the securitized receivables. The
future residual cash flows represent the Company’s retained interest in the
securitized receivables and generally include:

•
Future
expected cash inflows related to the interest and principal payments due from the Company’s
retail customers (adjusted to reflect estimated losses and prepayments) and residual cash
reserve balances

Less

•
Future
expected cash outflows related to the interest and principal payments that would be paid
to the investors purchasing the asset-backed securities issued in the securitization
based on an assumed return that would be required by investors (i.e., “cost of funds”)

The primary reason that no valuation
loss allowance was required at 6/28/2009, compared to the valuation allowances required at
earlier dates, was the more favorable cost of funds assumption. The cost of funds
assumptions in March and June reflect a drop in the relevant benchmark interest rates
(i.e., Libor and U.S. Treasury rates) and lower credit spreads as a result of the
improvement in securitization market conditions during the first half of 2009. As a
result, the positive impact of a lower cost of funds assumption more than offset the
negative impact of a slightly higher loss assumption as compared to 12/31/08. In addition,
the weighted average percentage rate (APR) we charged customers remained relatively
constant and was approximately 12.5% on outstanding finance receivables held for sale
during the first half of 2009.

The following table includes a
summary of the key assumptions used as of the end of our last three fiscal quarters to
determine the fair value of our finance receivables held for sale:

     12/31/08
     3/29/09
     6/28/09

     Cumulative lifetime credit losses
     5.34%
     6.0%
     6.0%

     Prepayment speed
     1.48%
     1.48%
     1.48%

     Annual weighted avg. cost of funds
     6.03%
     5.30%
     4.10%

     Discount rate on retained interests
     18.0%
     18.0%
     18.0%

Cumulative
lifetime credit loss assumption – The cumulative loss assumption is based upon our
review of the historical performance of our finance receivables and forward looking
expectations that take into consideration economic data such as unemployment.

Prepayment
speed assumption – The prepayment speed assumption is the expectation of the
prepayment speed for our finance receivables based upon the historical prepayment
performance of our receivables and is consistent with prepayment assumptions required by
the Term Asset-Backed Securities Loan Facility, or “TALF”, established by the
Federal Reserve Bank of New York.

Annual
weighted average cost of funds assumption – The annual weighted average cost of
funds assumption is based on the interest rates that we believe investors would require
for each class of asset-backed securities offered in a securitization transaction. In our
model we assumed four “A” classes and three subordinated classes. The higher
classes have stronger credit ratings and carry a lower interest rate than the lower
classes. The cost of funds assumptions are determined based on our review of the
securitization market. This includes obtaining credit spread estimates from underwriters
familiar with the Harley-Davidson Motorcycle Trust program and by reviewing pricing of
other securitization transactions in the market place, including previous transactions by
the Harley-Davidson Motorcycle Trust.

Discount
rate assumption on retained interests — The discount rate assumption was most
recently determined on 6/28/09, and at that time, we prepared three analyses:

1.
Capital
Asset Pricing Model

2.
Bond
Premium Model

3.
Analysis
which extrapolates unrated retained interest discount rates utilizing           rated
bond pricing

We
reviewed the three analyses and developed a discount rate range between 13% and 19%.
Given the continuing volatility in the market, we determined that a discount rate
assumption of 18% was appropriate. As noted above, the use of the 18% discount rate is
limited to discounting the future residual cash flows or retained interest in the
securitization model.

In summary, the improving conditions
in the securitization market during 2009 have resulted in an increase in the fair value of
our finance receivables. As a result of that improvement, at the end of June the fair
value of our finance receivables held-for-sale was greater than cost resulting in a
carrying value that was equal to cost. Our reclassification of these receivables to
held-for-investment at that time required that we follow a new accounting model resulting
in the establishment of an allowance for losses incurred and a carrying value that was
less than cost.

Schedule 14 A

Use of Consultants and
other Advisors, page 47

2.
We
note your response to prior comment 4, confirming your use of the survey data
          for benchmarking purposes. As previously requested, the companies in those
          surveys should be disclosed. Note that some other registrants are including
long           lists of companies in an appendix to the proxy statement. Accordingly,
please           confirm that you will list all companies against which you benchmark in
future           filings. Refer to Compliance and Disclosure Interpretation 118.05 to
Regulation           S-K.

Company response:

In accordance with the guidance that
the Staff provided in Compliance and Disclosure Interpretation 118.05 to Reg. S-K, we
confirm that we will identify in future filings all companies comprising a database if we
use the database as a reference point on which to base, justify or provide a framework for
a compensation decision.  We will not identify those companies in a situation in
which we review or consider the database for a more general purpose, such as to obtain a
general understanding of current compensation practices.

Corporate STIP and Motor
Company STIP, page 51

3.
We
note your use of the non-GAAP measure EBIT but are unable to locate neither           the
comparable GAAP measure nearby nor an explanation of why you choose to use           the
non-GAAP measure instead of the GAAP measure. Please confirm that you will
          provide both the comparable number and the explanation in the future.

Company response:

We confirm that in future filings we
will provide both the comparable GAAP measure and an explanation of why we chose to use
the non-GAAP measure instead of the GAAP measure.

The Company acknowledges as follows:
it is responsible for the adequacy and accuracy of the disclosure in the Annual Report on
Form 10-K for the year ended December 31, 2008, the Company’s proxy statement filed
on Schedule 14A on April 3, 2009 and the Company’s Current Report on Form 8-K/A filed
July 16, 2009; Staff comments or changes to disclosures in response to Staff comments do
not foreclose the Commission from taking any action with respect to the Annual Report on
Form 10-K for the year ended December 31, 2008, the Company’s proxy statement filed
on Schedule 14A on April 3, 2009 and the the Company’s Current Report on Form 8-K/A
filed July 16, 2009; 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.

Please direct any questions or
comments regarding the foregoing responses to the undersigned at (414) 343-4101.

Very truly yours,

/s/ John A. Olin
John A. Olin

Interim Chief Financial Officer, Harley-Davidson, Inc.
Vice President and Controller,
Harley-Davidson Motor Company