SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             January 20, 2010
 Kent W. Hackamack Vice President of Finance and Treasurer Titan International, Inc. 2701 Spruce Street Quincy, Illinois 62301
 RE: Titan International, Inc.
Form 10-K for the Year Ended December 31, 2008
Forms 10-Q for the Periods Ended March 31, 2009, June 30, 2009 and
September 30, 2009 Definitive Proxy Statement on Schedule 14A filed March 30, 2009
File No. 1-12936

Dear Mr. Hackamack:
  We have reviewed your response letter filed on December 14, 2009 and have the following comments.  Where indicated, we think you should re vise your disclosures 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.
Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to enhan ce 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 aspect of our review.  Feel free to call us at the phone numbers listed
below.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008

 General

 1. We note your responses to comments three, eight  and eleven to our le tter dated December 1,
2009, stating that the reason for not  filing the referenced agreemen ts as exhibits relates to
the confidential nature of the information contai ned in such agreements.  Please be advised
that all material agreements must be filed as  exhibits to your annual report in accordance
with Item 601(b)(10) of Regulation S-K, and to  the extent that you consider that disclosure
of such information would cause you comp etitive harm, you may request confidential
treatment of confidential trade secrets or confidential commercial or financial information
pursuant to either Securities Act Rule 406 (17 CFR 230.406) and Exchange Act Rule 24b–2,
each of which incorporates the criteria for non-disclosure when relying upon Exemption 4 of

Mr. Kent W. Hackamack
January 20, 2010 Page 2
the Freedom of Information Act (5 U.S.C. 552(b)(4)) and Rule 80(b)(4) (17 CFR 200.80(b)(4)) thereunder.  Please e ither file the complete copy  of these agreements with
your next periodic report, or othe rwise file redacted versions of these agreements with your
next periodic report and simultaneously request  confidential treatment of the information
you seek to keep confidential.  For guidance,  please see Staff Legal Bulletin 1 (Feb. 28,
1997).
 Exhibit Index, page 41

 General

 2. We note your response to comment 9 of our lett er dated December 1, 2009.  Please note that
material plans of business acquisitions and relate d arrangements must be filed as exhibits to
your Form 10-K.  Previously filed plans must be  listed as exhibits in  the exhibit index and
incorporated by reference.   Furthermore, pl ease note that in accordance with Item 601(b)(2)
of Regulation S-K, even though schedules
 or similar attachments to  acquisition plans are not
required to be filed (unless they contain info rmation which is material to an investment
decision), the acquisition plans or similar agre ements must contain a list briefly identifying
the contents of all omitted schedules, together with an agreement to furnish supplementally a
copy of any omitted schedule to the Commission upon request.  Please file or incorporate by
reference all acquisition plans and similar agreem ents as exhibits with your next periodic
report.  To extent that disclosure of information in these agreements is likely  to cause you
significant competitive harm, then you may elect to file  a confidential treatment request as
set forth in our comment one above.

DEFINITIVE PROXY STATEMENT ON SC HEDULE 14A FILED ON MARCH 30, 2009

General
 3. As we requested in our prior comment letter, please amend
 your Form 10-K to include the
responses you have provided to comments 16 through 24 of our letter dated December 1, 2009, including the additional disclosures that you will provide in response to our comments raised below.

Compensation Discussion & Analysis, page 11

 4. We note your response to comment 16 of our le tter dated December 1, 2009.  We also note
that you have provided an iden tical response to comments 17 and 18 of our letter dated
December 1, 2009, even though the issues rais ed by these comments differ from those
issued in our prior comment 16.  It appears that  you have reproduced the response in error.
In addition, your response still does not cl early explain how the compensation committee
made its decisions regarding compensation paid  to executives in 2008.  Statements such as
“[a]ll members of the Compensation Committ ee are on other Corporate Boards” are too
broad are not responsive.  In a ddition, this statement raises co ncerns as to whether you have
properly disclosed interlock and insider partic ipation in accordance with Item 407(e)(4) of

Mr. Kent W. Hackamack
January 20, 2010 Page 3
Regulation S-K.  Furthermore, disclosure such  as “salary adjustment…primarily related to
job performance” lacks the required analysis and is not responsive to our comments.  Please
address our prior comment 16 in full.  We re-issue comments 17 and 18.
 Cash Bonus, page 12

 5. We note your response to comment 19 of our le tter dated December 1, 2009.  However, in
light of the provisions of Section 3 of each  of Mr. Taylor’s, Mr. Hackamack’s and Ms.
Holley’s employment agreements, your response  does not address how the specific items of
corporate and individual perf ormance influence the compensation committee’s decisions in
arriving at specific compensation amounts.  As  set forth in our prior comment 19, please
amend your form 10-K to extensively enhance your disclosure regarding committee’s analysis in determining the ultimate award am ounts.  Please see Item 402(b)(1)(v) and Items
402(b)(2)(v) and (vii) of Regulation S-K.  In addition, please explain the last sentence of
your response giving the app earance that Mr. Hackamack a nd Ms. Holley also received a
bonus related to their employment contract extension.
 CEO Employment Agreement, page 13

 6. We note your response to comment 21 of our le tter dated December 16, 2009.  It appears
that your disclosure derives from the provisi ons of Section 11 of each named executive’s
employment agreement, yet, the disclosure does not appear to be complete, nor does it
clearly address the issues raised in our pr ior comment 21. For example, and not by way of
limitation, you have not explained a named execu tive’s right to elect between the Normal
Supplemental Retirement Benefit Payments a nd the early Supplemental Retirement Benefit
Payments as set forth in Section 11.  Pleas e address our prior comment 21 in full and
properly characterize the contractual provi sions of Section 11 of each executive’s
employment agreement.
 7. Please amend your filing to explain how you have derived the payment amounts in
connection with a named executive’s retirement , as referenced in the second paragraph of
your response.
 Potential Payments on Change of Control, page 14

 8. We note your response to comment 22 of our le tter dated December 1, 2009; however, your
response does not provide a detailed narrative of  the material provision s of Section 7.3 of
the employment agreements with respect to the ch ange in control payments.  In order to help
investors understand the tabular  disclosure set forth on page 14, your discussion should
specify the events triggering a named executive ’s right to receive a change in control
payment, and depending on the triggering event,  what those payments  would be.  Please
amend your Form 10-K to address all of the issues raised in our prior comment 22 in full.

Mr. Kent W. Hackamack
January 20, 2010 Page 4
*    *    *    *

  Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Please provide us with a response letter that keys  your responses to our
comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please file your response on EDGAR as a corresponde nce file.  Please underst and that we may have
additional comments after reviewin g your responses to our comments.

You may contact Era Anagnosti, Attorney, at (202) 551-3369 or, in her absence, Pamela
Long, Assistant Director, at (202) 551-3760 if you have any questions regarding legal matters.
Please contact Ernest Greene, Staff Accountant,  at (202) 551-3733 or, in his absence, the
undersigned at (202) 551-3769 if you have quest ions regarding comments on the financial
statements and related matters.          Sincerely,             R u f u s  D e c k e r
       Accounting Branch Chief