SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             April 29, 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, 2009
Form 10-Q for the Period Ended March 31, 2010
File No. 1-12936

Dear Mr. Hackamack:
  We have reviewed your response letter f iled on April 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-Q FOR THE PERI OD ENDED MARCH 31, 2010

 General

1. Comments regarding your confidential treatment request will be sent under separate cover.
Please note that to the extent applicable, in future filings you  should indicate in the exhibit
index of your periodic report that certain portions  of exhibits 10.1, 10.2 and 10.3 have been
omitted based upon a request for confidential tr eatment.  You also should note that the non-
public information has been filed with the Commission.

DEFINITIVE PROXY STATEMENT ON SC HEDULE 14A FILED ON MARCH 29, 2010
 Risk Relating to Employee Compensa tion Policies and Practices, page 12

2. We note your disclosure in response to It em 402(s) of Regulation S-K.  Please
supplementally describe the process you underto ok to reach the conclusion that the risks

Mr. Kent W. Hackamack
April 29 2010 Page 2
relating to the company’s compensation policies and practices are not reasonably likely to
have a material adverse effect on the company.

Compensation Discussion and Analysis, page 14

 Compensation Committee Background, page 16

3. In comment five of our letter dated Februa ry 24, 2010, we had asked that in your future
filings you discuss in reasonabl e detail all of the elements analyzed by the compensation
committee in making compensation decisions, and that you refrain from making general
statements such as “[a]ll members of the Compensation Committee are on other corporate
boards” in light of your disclosu re that only one of your direct ors, Mr. Quain, sits on another
corporate board.  As set forth in the first para graph of your disclosure, you continue to make
such statements without elaborating on the f actors or elements informing the compensation
committee’s decisions.  In future filings, please revise your disclosure accordingly.

Bonus, page 17
 4. In comment seven of our letter dated February 24, 2010 we stated that to the extent that the
bonus award to a named executive officer is no t merely a subjective determination of the
compensation committee, your disclosure would n eed to describe in reasonable detail the
specific accomplishments of each named executive officer influencing the committee’s
decision with respect to the year in which reported compensation was paid.  However, your
disclosure with respect to the bonus awards  granted to Mr. Hackamack and Ms. Holley
continues to be broad and does not specify any elements of performance considered by the
CEO in proposing such bonuses, or discuss how the compensation committee arrived at its decision to award a lower bonus amount than that  proposed by the CEO.  Please revise your
disclosure in your future filings to provide the investors with additional insight into the
compensation committee’s decision-making process.

Potential Payments on Change of Control, page 20

 5. On page 21 you disclose that if the executive terminates his or her employment agreement
because of a change in control, the executive will receive, among other things, 100% of his
or her base salary or adjusted base salary for the remaining em ployment term.  Please tell us
what the cash compensation values in the tabula r disclosure at the end of page 21 represent,
and how they were derived.

*    *    *    *

  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.

Mr. Kent W. Hackamack
April 29 2010 Page 3
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
       A c c o u n t i n g  B r a n c h  C h i e f