SecProbe.io

May 23 , 2012

Via E -mail
Mr. Paul G. Reitz
Chief Financial Officer
Titan International, Inc.
2701 Spruce Street
Quincy, IL  62301

RE: Titan International, Inc.
Form 10 -K for  the Year ended December 31, 2011
Filed February 23, 2012
  Form 10 -Q for the Quarter ended March 31, 2012
  Filed April 26, 2012
  File No. 1-12936

Dear Mr. Reitz :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you d o not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended  December 31, 2011

General

1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what the revisions will look like.  These revisions
should be included in your future filings.

Mr. Paul G. Reitz
Titan International, Inc.
May 23 , 2012
Page 2

 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 16

Results of Operations, page 20

2. Please discuss in substantially greater detail the business reasons for the changes between
periods in net sales, cost of sales and gross profit.  In addition, please enhance your
disclosure to discuss in greater detail the business reasons for the  changes  between periods in
these line items for each of your segments.  In doing so, please disclose the amount of each
significant change in line items between periods and the business reasons for it.  In
circumstances where there is more than one business reaso n for the change, attempt to
quantify the incremental impact of each individual business reason discussed on the overall
change in the line item.  For example, quantify the amount of the increase to net sales that
was due to increased demand and the amount  of the increase to net sales that was due to
pricing/mix improvements.  Please show us what your revised MD&A will look like.  See
Item 303(a)(3) of Regulation S -K.

Liquidity and Capital Resources, page 29

3. We note that you acquired The Goodyear Tire & R ubber Company’s Latin American farm
tire business in April 2011 and their operations represented approximately 19% of your 2011
sales.  Further, we note on page 37 for your March 31, 2012 Form 10 -Q that $12.1 million of
your cash and cash equivalents balan ce is held in foreign countries.  As such, please enhance
your disclosure to discuss the fact that if the foreign cash and cash equivalents are needed for
your operations in the U.S., you would be required to accrue and pay U.S. taxes to repatriate
these f unds but your intent is to permanently reinvest these foreign amounts outside the U.S.
and your current plans do not demonstrate a need to repatriate the foreign amounts to fund
your U.S. operations, if true.  Refer to Item 303(a)(1) of Regulation S -K, SEC  Release 33 -
8350 Section IV and Financial Reporting Codification 501.06.a.

4. We note  the changes in your operational working capital materially impacted your cash flows
from operations, including significant increases in accounts receivable and inventory
balances as of December 31, 2011 as compared to balances as of December 31, 2010.
Consider whether a discussion of  financial measures such as day s sales outstanding and day s
sales in inventory would be relevant to a reader of your financial statements.

Item 15 – Exhibits, Financial Statement Schedules, page 38

Note 11 – Warranty Costs, page F -14

5. Please enhance your disclosure to present a summary of the warranty liability activity for the
most recent three years rather than two years.  Refer to paragraph to FASB ASC 460 -10-50-
8.

Mr. Paul G. Reitz
Titan International, Inc.
May 23 , 2012
Page 3

 6. We note that you have extended warranties on some of your products.  We further note that
your provision for warranty liabilities and warranty payments made during the year ended
December 31, 2011 and December 31, 2010 materially exceeded the prior year’s provision.
Please tell us how you determined the warranty liability  as of each balance sheet and what
consideration you have given to identifying this contingency as a critical accounting policy.

Note 13 – Revolving Credit Facility and Long Term Debt, page F -15

5.625% convertible senior subordinated notes due 2017, page  F-15

7. With reference to the specific terms of the 5.625% convertible senior subordinated notes due
2017, including the conversion feature that if the price of Titan common stick at the time of
determination exceeds the base conversion price, the based con version rate will be increased
by an additional number of shares, please address how you accounted for the original
issuance of the debt.  Ensure that you identify the “certain events” that would require the
conversion rate to be adjusted.  Please identify  the specific guidance within ASC 470 -20 that
you relied on and how you determined the $16.1 million charge you recognized in
connection with the exchange.

Form 10 -Q for the Quarter Ended March 31, 2012

General

8. Please address the above comments in your interim filings as well, as applicable.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exc hange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, pleas e provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commis sion from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Paul G. Reitz
Titan International, Inc.
May 23 , 2012
Page 4

 You may contact Jeffrey  Gordon, Staff Accountant, at (202) 551 -3866 or, in his absence,
Jeanne Baker , Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding
these comments.

 Sincerely,

 /s/ Rufus Decker

 Rufus Decker
 Accounting Branch Chief