SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

June 17, 2011

Via E-mail

Cheri T. Holley
Vice President and General Counsel  Titan International, Inc.  2701 Spruce Street Quincy, IL 62301
Re: Titan International, Inc.
  Amendment No.1 to Registration Statement on Form S-4   Filed:  May 26, 2011   File No.:  333-170296

Dear Ms. Holley:
We have reviewed your registration stat ement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to this comment , we may have additional comments.
 General

1. We note your response to comment one in our letter dated November 22, 2010;
however, the required disclosure regardi ng reliance on our pos ition enunciated in
the Exxon Capital no-action letter and the re presentations contained in the Morgan
Stanley and Sherman & Sterling no-action le tters must be provided to us in a
supplemental letter signed by each co-registra nt.  Please provide the supplemental
letter with your next amendment.

Conditions to the Exchange Offer, page 26

2. We note your response to comment nine in our letter dated November 22, 2010;
however, disclosure related to “threatened”  actions continues to be present in the

Cheri T. Holley
Titan International, Inc. June 17, 2011
Page 2

 third bullet point of the “General conditions” disclosu re on page 26.  Please revise
your disclosure accordingly.

Description of Other Indebtedness, page 73

3. We note that you have filed Exhibits 10.1 through 10.3 in response to comment 11
in our letter dated November 22, 2010.  Si nce you may not reference a document
which incorporates another document by refe rence (see Item 10(d) of Regulation S-
K), please revise the Exhibit Index to reflect that the credit agreement together with
the relevant amendments are being incor porated by reference to Exhibit 10.3 of
Form 10-K filed on February 25, 2010, Exhibit 10.4 of Form 8-K filed on
September 9, 2010 and Exhibit 10.5 of Form 8-K filed on January 7, 2011, respectively.
 Exhibit 5.1 – Opinion of Davis & Gilbert LLP

4. Please have counsel revise the second para graph on page two of the opinion to state
that with respect to the state law matte rs, counsel has relied on the respective
opinions of Schmiedeskamp, Robertson, Neu & Mitchell LLP and Burkey, Burkey & Scher, Co., and not that it has “assumed such matters.”

5. Please have counsel explain to us why it is unable to render an opinion with respect
to the matters raised in paragraphs D th rough M (other than paragraph J) of the
opinion.  Please ensure that  counsel discusses the re levant sections of the
Agreements subject to the noted qualifications, and not merely the possibility that the Agreements may contain such provision s.  Please also note that, generally,
limitations beyond the scope of those listed in paragraph C of the opinion would be
objectionable.  We may have further comments following the review of your
response.
6. Please explain the significance of counsel’s st atement related to waiver of defenses
in the middle of the last page of the opinion, since it is  unclear how the
qualification affects the enfor ceability of counsel’s opinion.

7. We note that in the penultimate paragraph of the opinion, counsel states that the
opinion may not be relied upon by any other pe rson, firm or entity.  Please have
counsel revise its opinion to remove this limitation.

Cheri T. Holley
Titan International, Inc. June 17, 2011
Page 3

 You may contact Era Anagnosti, Staff Atto rney, at (202) 551-3369 or me at (202)
551-3760 with any questions.
 Sincerely,  /s/ Pamela A. Long  Pamela A. Long Assistant Director

cc:  Barbara A. Bowman, Esq. (Via E-mail)
       Bodman LLP