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    commentresponse.htm

    TITAN
INTERNATIONAL, INC.

    December
14, 2009

    Rufus
Decker

    Accounting
Branch Chief

    United
States

    Securities
and Exchange Commission

    Washington,
D.C. 20549-7010

    RE:
   Titan International, Inc.

    Form 10-K for the fiscal 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.
Decker,

    We have
received your faxed letter dated December 1, 2009, regarding the review of the
above mentioned filings of Titan International, Inc. (the
Company).  Please see the attached Exhibit A for the Company’s
responses to your letter.

    In
connection with our response to the Comment Letter, the Company hereby
acknowledges that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission 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.

    Please do
not hesitate to contact Kent Hackamack at 217-221-4330 or Cheri Holley at
217-221-4484 if you have any questions concerning the Company’s
response.

    Sincerely,

                /s/ Kent W.
      Hackamack

                /s/ Cheri T.
    Holley

              Kent
      W. Hackamack

              Cheri
      T. Holley

              Vice
      President of Finance and Treasurer

              Vice
      President, Secretary

              and
      General Counsel

    EXHIBIT A
– COMMENTS & RESPONSES

    FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2008

    Item 1. Business, page
1

              1.

              Item
      101(a) of Regulation S-K requires a general description of how your
      business has developed during the last five fiscal years, including, but
      not limited to, information about the year and form of organization as
      well as the nature and results of any material merger, consolidation or
      acquisition of, or by, a registrant or any of its significant
      subsidiaries.  In future filings, please consider providing a
      brief narrative of your corporate history in the introductory paragraph of
      your business disclosure, which should also highlight material business
      developments (for example we note disclosure about the OTR tire assets of
      Continental Tire North America, Inc., and The Goodyear North American farm
      tire asset acquisition).

    Response
to comment 1:

    In future
filings, Titan International, Inc. (Titan or the Company) will provide
additional information regarding the development of the company.  The
business disclosure for the December 31, 2009, Annual Report on Form 10-K would
include the following disclosure:

    Titan
traces its roots to the Electric Wheel Company in Quincy, Illinois, which was
founded in 1890.  The Company was incorporated in 1983.  The
Company has grown through two major asset acquisitions in recent
years.  In 2005, Titan Tire Corporation, a subsidiary of the Company,
acquired The Goodyear Tire & Rubber Company’s North American farm tire
assets.  In 2006, Titan Tire Corporation of Bryan, a subsidiary of the
Company, acquired the off-the-road (OTR) tire assets of Continental Tire North
America, Inc.  These asset acquisitions have allowed Titan to achieve
higher sales levels and enhance product offering in the Company’s target
markets.

              2.

              On
      page 3, you identify the U.S. Government as one of your core long-term
      customers.  If a material portion of your business may be
      subject to renegotiation of profits or termination of contracts or
      subcontracts  at the election of the U.S. Government, please
      revise your disclosure in future filings to include information required
      to be disclosed in accordance with Item 101(c)(1)(ix) of Regulation S-K,
      to the extent that such information is
material.

    Response
to comment 2:

    The
Company has had a long-term relationship with the U.S. Government; however, the
U.S. Government is not a material portion of total Titan sales.  In
future filings, the Company will remove the U.S. Government from the list of
core customers.

    Patents, Trademarks, and
Royalties, page 7

              3.

              Please
      file the license agreement with The Goodyear Tire & Rubber Company as
      an exhibit with your next annual
report.

    Response
to comment 3:

    The
reason that the license agreement with The Goodyear Tire & Rubber Company
(Goodyear) is not an exhibit is due to the fact that the agreement contains
extensive confidential and proprietary information that is not public
information.  If the information were to be made public, it would do
harm to both Goodyear and the Company.

          A -
1

    Research, Development and
Engineering, page 7

              4.

              We
      note that your disclosure lacks information about the estimated amount
      spent during each of the last three fiscal years on company-sponsored
      research and development activities determined in accordance with
      generally accepted accounting principles.  To the extent
      material, in future filings please revise your disclosure to comply with
      Item 101(c)(1)(xi) of Regulation
S-K.

    Response
to comment 4:

    The
Company disclosed research and development expenses in Note 1 of the Notes to
Consolidated Financial Statements in the Company’s 2008 Annual Report on Form
10-K.  In future filings, the Company will also include this
information in the Research, Development and Engineering section of Item 1.
Business.

    Export Sales, page
8

              5.

              Please
      note that disclosure provided in the last two paragraphs represents risk
      factor disclosure which is more appropriate for the risk factor section of
      your annual report.  Please revise your future filings
      accordingly.

    Response
to comment 5:

    In future
filings, the information pertaining to risk factor disclosure under the Export
Sales heading will be moved to the risk factor section of the Company’s Annual
Report on Form 10-K.

    Item 1a – Risk Factors, page
10

              6.

              Please
      note that Item 503(c) of Regulation S-K requires that each risk factor is
      set forth under a subcaption that adequately describes the
      risk.  Risk factor disclosure should concisely, but adequately
      describe currently material risks affecting your business.  For
      example, it is unclear how changes in government regulations and policies
      related to farm and ethanol subsidies would affect your business, or what
      drives the product liability claims and what the extent of such risk may
      be.  In future filings, please reorganize your risk factor
      disclosure to include subcaptions and further expand the content of your
      risk factor disclosure to clearly communicate to the investors how the
      enumerated risks may affect your
business.

    Response
to comment 6:

    In future
filings, the Company will reorganize risk factor disclosure to contain
subcaptions and include additional risk factor disclosure.  The
following is a disclosure example:

              ·

              The
      Company is exposed to price fluctuations of key
    commodities.

    The
Company does not generally enter into long-term commodity contracts and does not
use derivative commodity instruments to hedge exposures to commodity market
price fluctuations.  Therefore, the Company is exposed to price
fluctuations of our key commodities, which consist primarily of steel and
rubber.  Although the Company attempts to pass on certain material
price increases to its customers, there is no assurance that the Company will be
able to do so in the future.  Any increase in the price of steel and
rubber that is not passed on to customers could have an adverse material effect
on the Company’s results of operations.

              ·

              The
      Company relies on a limited number of
suppliers.

    The
Company currently relies on a limited number of suppliers for certain key
commodities, which consist primarily of steel and rubber, in the manufacturing
of our products.  The loss of key suppliers or their inability to meet
price, quality, quantity and delivery requirements could have a significant
adverse impact on the Company’s results of operations.

          A -
2

              7.

              In
      future filings, please expand your risk factor disclosure to capture all
      material risks that the company faces because of current market conditions
      and predicted volatility.  Please avoid overly broad and
      boilerplate disclosure and provide more specific information to focus on
      actual risks, including, but not limited
to:

              a)

              providing
      qualitative and quantitative information to alert investors about how the
      market downturn in the construction industry, and the worldwide recession
      and the economic crisis in general, have affected and may affect your
      business and financial performance (we note your results of operations for
      the quarter ended September 30, 2009, which reflected a loss from
      operations of $(15.8) million, compared to income from operations of $21.3
      million for the same period in
2008);

              b)

              the
      impact that the extended shut-downs implemented by the company's major
      customers have had on your operating results, and the likelihood of future
      interruptions of your production facilities (see disclosure in the second
      to last paragraph on page 19 of your latest quarterly
    report);

              c)

              the
      effect that the decrease in the fair value of Titan Europe Plc may have on
      your business considering the recording of a $37.7 million temporary
      impairment charge at the end of 2008 (we note your disclosure in Note 7,
      page F-13); and

              d)

              the
      effect that the fluctuation of the pension costs may have on your
      financial position (we note disclosure at the end of page 34 regarding
      your defined pensions plans being underfunded by $28.7
      million).

    Response
to comment 7:

    In future
filings, the Company will enhance risk factor disclosure to capture risks that
the Company faces due to current market conditions and
volatility.  For clarification on item c) above, the 2008 Titan Europe
Plc impairment was recorded as an other-than-temporary charge, not a temporary
charge.

    Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations

    Agricultural Market Outlook,
page 33

              8.

              Please
      tell us what consideration have you given to filing the supply agreement
      with John Deere as an exhibit to the annual
  report.

    Response
to comment 8:

    The
supply contract with John Deere is not filed as an exhibit due to the fact it
contains substantial confidential and proprietary information which is not
public.  The agreement includes pricing and other matters that if the
agreement were to be filed would do great harm to both John Deere and
Titan.

    Exhibit Index, page
41

    General

              9.

              With
      respect to all of your material business acquisitions and related
      arrangements, please file all acquisition and similar agreements as
      exhibits to your next annual report. See Item 601 (b)(2) of Regulation
      S-K.  We note, as examples, the acquisition of OTR tire assets
      from Continental Tire North America, Inc. and The Goodyear North American
      farm tire asset acquisition.

    Response
to comment 9:

    The asset
purchase agreement for The Goodyear North American farm tire asset acquisition
was filed as Exhibit 10 to the Company’s Form 10-Q for the quarterly period
ended March 31, 2005.  The asset purchase agreement for the
acquisition of OTR tire assets from Continental Tire North America, Inc. was
filed as Exhibit 10 to the Company’s Form 10-Q for the quarterly period ended
September 30, 2006.  The acquisition exhibits are not filed because
they contain extensive confidential and proprietary information which is not
public information.  The agreement includes information on employees,
pricing on products and other matters that if it were filed, it would do great
harm to Goodyear, Continental and the Company.

          A -
3

              10.

              Please
      file all employment agreements with your named executive officers as
      exhibits to your next annual report.  We note disclosure
      starting on page 13 of your 2008 definitive proxy
    statement.

    Response
to comment 10:

    The
Company will include these items on the exhibit index of its next annual
report.  The Company previously filed these documents as exhibits to
the Company’s Form 10-Q for the quarterly period ended June 30,
2006.

              11.

              It
      appears that you have not filed the final executed version of the Amended
      and Restated Credit Agreement dated January 30, 2009 (Exhibit
      10.10).  We also note that you have not filed the exhibits and
      schedules to this agreement.  Please file the complete copy of
      this agreement with your next periodic report and ensure that you file the
      final version of all of your material documents and
      agreements.

    Response
to comment 11:

    The
Amended and Restated Credit Agreement dated January 30, 2009, that was filed as
an exhibit to the Company’s Current Report on Form 8-K filed on February 2,
2009, was the final executed version of this document.  Filing the
schedules and exhibits would do harm to the Company due to the fact they contain
confidential information.

    Financial
Statements

    31. Subsidiary Guarantor
Financial Information, page F-30

              12.

              Your
      December 31, 2008 and 2007 consolidating condensed balance sheets reflect
      material intercompany receivables and intercompany
      payables.  Please tell us the nature of your intercompany
      accounts as presented on pages F-31 and F-32.  Please tell us
      where you are classifying the changes in intercompany receivables/payables
      in your consolidating condensed statements of cash flows.  The
      guidance in paragraphs 18 and 136 of SFAS 95 regarding the classification
      of intercompany advances may be
relevant.

    Response
to comment 12:

    The
intercompany accounts relate to selling, general & administrative (SG&A)
expenses and operating transactions.  The Company maintains SG&A
expenses and cash balances at the corporate level.  The Company did
not maintain any intercompany notes with any of its subsidiaries at the 2008
year-end.  In accordance with SFAS 95, the changes in intercompany
accounts in the consolidating condensed statements of cash flows are included as
a component of operating activities as they relate to operating
transactions.

    FORM 10-Q FOR THE PERIOD
ENDED SEPTEMBER 30, 2009

    General

              13.

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

    Response
to comment 13:

    The
Company will address the comments described above in future interim filings when
applicable.

          A -
4

    Financial
Statements

    5.  Investments in
Titan Europe PLC, page 7