SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        April  16, 2014

Via E-Mail
Mr. Maurice M. Taylor Jr.
Chairman and Chief Executive Officer
Titan International, Inc.
2701 Spruce Street
Quincy, IL 62301

 Re: Titan International,  Inc.
  Registration Statement on Form S -4
  Filed March 24 , 2014
  File No. 333-194761

Dear Mr. Taylor :

We have limited our review of your registration statement to those issues that we have
addressed in our com ments.  In some of our comments  we may ask  you to provide us
information so that we may better understand your disclosure.

Please respond to this letter by amending your registration statement and provid ing the
requested information.  Where 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 registration statement and the information you
provide in response to these comments, we  may have additional comments.

General

1. Provide in a letter on the letterhead of Titan International, Inc. signed by an officer before the
registration statement’s effectiveness the statements and representations for the exchange
offer specified in our no action letters to Exxon Capita l Holdings Corp., April 13, 1988;
Morgan Stanley & Co. Inc., June 5, 1991; and Shearman & Sterling, July 2, 1993.

2. Provide written confirmation that the exchange offer will be open for a full 20 business days
to ensure compliance with Rule 14e -1(a) under t he Exchange Act.  It appears from disclosure
on the prospectus’ outside front cover page and throughout the registration statement that the
exchange offer could be open for less than the required 20 business days because the

Mr. Maurice M. Taylor Jr.
Titan International, Inc.
April 16 , 2014
Page 2

 exchange offer expires at 5:00 p.m. instead of midnight on what may be the twentieth
business day after it begins.  See Q&A 8 in Release No. 34 -16623.

Incorporation by Reference and Additional Information, page 1

3. We note that you have not incorporated by reference several Forms 8 -K filed since the end of
the fiscal year covered by your 2013 Form 10 -K.  Please see Item 11(a)(2) of Form S -4, and
revise.

Forward -Looking Statements, page 2

4. Since the exchange offering  is a tender offer, you are ineligible to rely on the safe harbor
provision.  See Section 27(A)(b)(2)(C) of the Securities Act.  Delete the phrase “In
connection with the ‘safe harbor’ provisions of the Private Securities Litigation Reform Act
of 1995.”  A lternatively, revise the disclosure to make clear that you are ineligible to rely on
the safe harbor.

Expiration, Extension and Amendment, page 33

5. You reserve the right “to delay accepting any Outstanding Notes.”  Disclose in what
circumstances you will delay acceptance, and confirm that any delay will be consistent with
Rule 14e -1(c) under the Exchange Act.  For example, if you are referring to the right to delay
acceptance only due to an extension of the exchange offer, so state.

6. You reserve the right “to extend the exchange offer.”  Disclose that you will make a public
announcement of any extension of the exchange offer no later than 9:00 a.m. Eastern time on
the next business day after the scheduled expiration date as required by Rule 14e -1(d) under
the Exchange Act.  Additionally, advise us how oral notice of any extension is reasonably
calculated to reach holders of the outstanding notes or otherwise satisfies the requirements of
Rule 14e -1(d) under the Exchange Act.

7. Confirm that you will disclose t he approximate number of notes tendered to date with your
public announcement of an extension as required by Rule 14e -1(d) under the Exchange Act.

Conditions to the Exchange Offer, page 33

8. We note your statement in the subsection entitled “General condit ions” that you may
terminate the offer before acceptance of the outstanding notes if any of the listed conditions
has occurred.  Please note that all offer conditions, except those related to government
regulatory approvals necessary to consummate the offer, must be satisfied or waived at or

Mr. Maurice M. Taylor Jr.
Titan International, Inc.
April 16 , 2014
Page 3

 before the expiration of the offer, not merely before acceptance of the outstanding notes for
exchange.  Please revise your language accordingly.

9. We note the statement “A failure on our part to exercise any of the above rights  will not
constitute a waiver of that right, and that right will be considered an ongoing right which we
may assert at any time and from time to time.”  You may not waive implicitly an exchange
offer condition by failing to assert it.  If you decide to wai ve an exchange offer condition,
you must announce expressly the decision in a manner reasonably calculated to inform
noteholders of the waiver.  Please revise.

10. We note that you may determine in your “sole discretion” whether any of the general
conditions to the exchange offer have occurred.  Please revise to include an objective
standard for the determination of whether a condition has been satisfied.

Procedures for Tendering, page 34

11. You reserve the right “to waive any defect, irregularities or conditio ns of tender as to any
particular Outstanding Notes.”  Revise to indicate that if you waive any condition of the
exchange offer, you will waive the condition for all outstanding notes.

When We Will Issue Exchange Notes, page 35; Return of Outstanding Notes Not Accepted or
Exchanged, page 35

12. Please clarify in each of these sections that you will issue new notes or return any
outstanding  notes not accepted for exchange “promptly” after expiratio n or termination of the
exchange offer as required by Rule 14e -1(c).  It is not sufficient to state that you will do so
“as promptly as practicable.”

Note Guarantees, page 41

13. We note the disclosure here and elsewhere that the note guarantee of a guaranto r will be
automatically released when the guarantor ceases to own any interest in the collateral.
Provide us your analysis why this should be considered a release under customary
circumstances in reliance on Rule 3 -10 of Regulation S -X and why it is appro priate for you
to characterize the subsidiary guarantees as full and unconditional.

Certain United States Federal Tax Considerations, page 84

14. Revise this section’s heading and first sentence to remove the word “certain” because the
word “certain” may sug gest that you have not included disclosure of all material U.S. federal

Mr. Maurice M. Taylor Jr.
Titan International, Inc.
April 16 , 2014
Page 4

 tax considerations.  Similarly, revise the last paragraph under “Consequences of Tendering
Outstanding Notes.”

Consequences of Tendering Outstanding Notes, page 84

15. Revise the disclos ure to provide “will not,” “will have,” and “will be” conclusions rather than
“should not,” “should have,” and “should be” conclusions on the U.S. federal income tax
consequences of the exchange offer.  We note disclosure on the prospectus’ outside front
cover page and elsewhere that the exchange offer “will not” be a taxable event for U.S.
federal income tax purposes.

16. Delete the disclaimer that the discussion is “for general information only.”  This language
may suggest that you do not have full responsib ility under the federal securities laws for the
discussion.

Closing

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 infor mation that the Securities Act  and a ll
applicable  Securities 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 that  they have made.

Notwithsta nding  our comments, if  you request acceleration of the effective date of the
pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, decl are the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the c ompany from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

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

Mr. Maurice M. Taylor Jr.
Titan International, Inc.
April 16 , 2014
Page 5

 Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act  and the  Securities Exchange Act  as they relate to the proposed public offering
of the s ecurities specified in the  registration statement.  Pleas e allow adequate time for us to
review any amendment before  the requested effective date of the registration statement.

You may direct questions on other comments and disclosure issues to Edward M.  Kelly,
Senior Counsel, at 202-551-3728 or me at (202) 551 -3765.

Very truly yours ,

       /s/ Pamela A. Long

Pamela A. Long
Assistant Director

cc: Via E -Mail
 Barbara A. Bowman, Esq.
 Bowman PLC
 201 West Big Beaver Road, Suite 500
 Troy, MI 48084