SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             February 24, 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 f iled on February 12, 2010 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 statement that the License Agr eement that allows you to use the Goodyear
name in your farm tire business is not required to be filed as a material contract because it
was entered into in the ordinary course of business.  Please note, however, that contracts
entered into in the ordinary course of busin ess may still be material contracts that are
required to be filed if you are substantia lly dependent upon the contract, such as, for
example, if your business depends to a material extent on an agreement to use a trade name.
Please see Item 601(b)(10)(ii)(B) of Regulation S-K.  Please file the License Agreement or
explain why it is not a material  contract under this criteria.

Mr. Kent W. Hackamack
February 24, 2010 Page 2
2. We note your response to comment eight of our letter dated December 1, 2009.  Please tell
us why, notwithstanding that the contract with  John Deere was entered into in the ordinary
course of business, the contract is not one upon which you are substantially dependent, such
that the contract should be filed as an exhibit pursuant to Item  601(b)(10)(ii)(B) of
Regulation S-K.  In this regard we note disc losures throughout your fili ng of the significant
percentages of net sales attri butable to Deere in 2007 and 2008.

3. We note your response to comment 11 of our letter dated December 1, 2009; however,
Exhibit 10 to Form 8-K filed with the Co mmission on February 2, 2009 appears to be
missing a number of pages (including the signat ure pages), as well as all of the schedules
and the exhibits.  Please file the complete  copy of the Amended and Restated Credit
Agreement with your next Form 10-K.

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

General
 4. For additional guidance related to the comments we have rais ed below, please refer to:
• Staff Observations In the Review of Ex ecutive Compensation Disclosure, available
on our website at
http://www.sec.gov/divisions/corpfin /guidance/execcompdisclosure.htm
; and
• Regulation S-K Compliance and Disclosure Interpretations available on our website
at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm , in particular
Sections 117 through 119.

Compensation Discussion & Analysis, page 11
 5. We note your disclosure in response to comme nt 16 of our letter dated December 1, 2009.
We note that with the excepti on of Mr. Mitchell Quain, who sits on the board of Magnetek,
Inc., no other directors seem to serve on public  company boards (see disclosure on pages 4
and 6 of the proxy statement).  Please ensure that  in future filings your disclosure describes
in reasonable detail all of the elements c onsidered by the compensation committee, and how
those elements were analyzed for purposes of making executive compensation decisions.
Disclosure such as “[t]he internet or my of fice supplies public surveys” does not enhance the
investors’ understanding of how the committee establishes the compensation policies.  In
addition, to the extent that the compensation committee benchmarks compensation, then in future filings include appropriate disclosure  in compliance with Item 402(b)(2)(xiv) of
Regulation S-K, including but not limited to the names of the comparative companies, what
level of compensation Titan aims to pay in relation to the other companies, and what level it actually did pay in relati on to those companies.

6. We note your disclosure in response to comme nt 17 of our letter dated December 1, 2009.
To the extent that the rolling out of the supe r giant radial off-the-ro ad tire, including its
testing through the development of the largest bull wheel, were goals considered solely for
purposes of determining Mr. Tayl or’s total compensation packag e, please make appropriate

Mr. Kent W. Hackamack
February 24, 2010 Page 3
disclosures in future filings, including, among other things, how the committee evaluated Mr. Taylor’s performance and his specific contri butions with respect to  these goals and how
the committee’s evaluation translated into objective pay determinations.
 7. Your response to comment 18 of our letter dated December 1, 2009, as well as your
response to comment five of  our letter dated January 20, 2010 do not address how the
committee evaluated “current performance” or wh at specific contributions of each named
executive officer the committee took in cons ideration in making its decisions regarding
reported compensation.  Your February 12 re sponse is more focused on the Committee’s
general process as it applies historically (“ [t]here have been years when the Company did
not make money and the executives did not receive  a bonus . . .”).  To the extent that the
committee’s determination in setting base salari es or bonus amounts with respect to the year
for which you are reporting compensation is a su bjective determination, please make such
disclosure in future filings.  Otherwise, pleas e revise your future filings to not only list
examples of performance, but to describe in reasonable detail each named executive’s
specific accomplishments influencing the committee’s compensation decisions with respect to the year in which reported compensation was paid.  This comment also applies to
comment 19 of our December 1, 2009 letter.

8. Regarding comment 22 of our letter dated D ecember 1, 2009, please ensure that you include
your response of February 12, 2010 in the disclosure in your 2010 proxy statement.

*    *    *    *

  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