SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

      February 12, 2007

Mail Stop   7010

By U.S. mail and facsimile to (412)209-0672

Ms. Cheri T. Holley, Vice President
     Secretary and General Counsel
Titan International, Inc.
2701 Spruce Street
Quincy, IL   62301

Re: Titan International, Inc.
 Registration Statement on Form S-4
Filed on January  22, 2007
 File No.:  333-140121

Dear Ms. Holley:

 We have limited our re view of your filing to  those issues we ha ve addressed in our
comments.  Where indicated, we think you should revise your document 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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with supplemental information so we
may better understand your disclosure.  After re viewing 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.

Exhibit 8.1
1. If you elect to use a short-form opinion, the exhibit 8.1 short-form opinion and the
prospectus both must state clearly that the discussion in the tax consequences section of the prospectus is counsel’s opinion.  Please re vise the prospectus disclosure to state
clearly that the discussion is  the opinion of tax counsel, w hose name should be disclosed.
2. In the third paragraph of the opinion, counsel  appears to be addressing only the accuracy

Ms. Cheri T. Holley
Titan International, Inc.
February 12, 2007 Page 2
of the prospectus disclosure.  Counsel mu st opine on the tax consequences, not the
manner in which they are described in the prospectus.  Please revise.

3. Since investors are entitled to  rely on the opinion expressed, the disclaimer at the bottom
of page 44 that “This discussion is intended for general information only….” is inappropriate and should be removed.  You ma y recommend that investors consult their
own tax advisors or counsel, particularly with  respect to the personal tax consequences of
the investment which may vary for investor s in different tax situations.  This is
permissible so long as the recommendation doe s not disclaim reliance for tax matters on
which counsel has opined.

Signatures, page II-5

4. The amended registration statement should also be signed by the regi strant’s Controller
or Principal Accounting Officer  whose title should be shown on the signature page.  See
Instruction 1 to Signatures on Form S-4.

As appropriate, please amend your filing in re sponse to these comments.  You may wish
to provide us with marked copies of the amen dment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters gr eatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and that they have provided all informati on investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

 Not withstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, ac ting pursuant to delegated authority,  in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Ms. Cheri T. Holley
Titan International, Inc.
February 12, 2007 Page 3

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal 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 staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in re sponse to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

 We direct your attention to Rules 460 and 461 regarding reques ting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact Dorine H. Miller, Fina ncial Analyst at (202) 551-3711 or, in her
absence, contact me at (202) 551-3767 if you ha ve questions regarding the above comments.

Sincerely,

Jennifer R. Hardy
Branch Chief, Legal