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    commentresponse.htm

      TITAN
INTERNATIONAL, INC.

      February
12, 2010

      Rufus
Decker

      Accounting
Branch Chief

      Securities
and Exchange Commission

      Washington,
D.C. 20549-7010

      RE:    Titan
International, Inc.

      Form 10-K
for 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

      Dear Mr.
Decker:

      We are responding to comment letter
dated January 20, 2010 which relates to Titan’s December 14, 2009 response to
your December 1, 2009 comment letter.

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

      General

                1.

                We
      note your responses to comments three, eight and eleven to our letter
      dated December 1, 2009, stating that the reason for not filing the
      referenced agreements as exhibits relates to the confidential nature of
      the information contained in such agreements.  Please be advised
      that all material agreements must be filed as exhibits to your annual
      report in accordance with Item 601(b)(10) of regulation S-K, and to the
      extent that you consider that disclosure of such information would cause
      you competitive harm, you may request confidential treatment of
      confidential trade secrets or confidential commercial or financial
      information pursuant to either Securities Act Rule 406 (17 CFR 230.406)
      and Exchange Act Rule 24b-2 each of which incorporates the criteria for
      non-disclosure when relying upon Exemption 4 of the Freedom of Information
      Act (5 U.S.C. 552(b)(4) and Rule 80(b)(4)(17 CFR 200.80(b)(4)
      thereunder.  Please either file the complete copy of these
      agreements with your next periodic report, or otherwise file redacted
      versions of these agreements with your next periodic report and
      simultaneously request confidential treatment of the information you seek
      to keep confidential.  For guidance, please see Staff Legal
      Bulletin 1 (Feb. 28, 1997).

      Mr.
Decker

      February
12, 2010

      Page
2

      Comment
Three:  Patents, Trademarks, and Royalties, page 7

      I
apologize that our December 14, 2009 response was incomplete.  The
License Agreement is not a “material contract” as that term is defined and used
in Item 601(b) (10) (ii) (B) of Regulation S-K.   The License
Agreement is in the ordinary course of business therefore it is not required to
be filed.  The Asset Purchase Agreement is not in the ordinary course
of business because we do not manufacture equipment, buildings,
etc.  We do in the ordinary course of business manufacture tires and
the License Agreement allows us to use the Goodyear name in our farm tire
business.  Different trademarks and patents are used on tires in our
ordinary course of business whether through a License Agreement or filing for
our own trademarks and patents.  Titan does not appear to be under an
obligation to file these Agreements that are done in our ordinary course of
business.

      Comment
Eight:  Management’s Discussion and Analysis of Financial Condition
and Results of Operations Agricultural Market Outlook, page 33

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

      Again, I
apologize that our December 14, 2009 response was incomplete.  The John
Deere contract is not a “material contract” as that term is defined and used in
Item 601(b) (10) of Regulation S-K, as it is an agreement made in Titan’s
ordinary course of business.  In the ordinary course of business we
have had these agreements with John Deere for many years as well as with other
customers.  These agreements ordinarily accompany the kind of business
conducted by Titan.  Titan does not appear to be under an obligation
to file these Agreements that are done in our ordinary course of
business.

      Comment
Eleven: Final Executed Version of the Amended and Restated Credit Agreement
Dated January 30, 2009.

      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.

      Mr.
Decker

      February
12, 2010

      Page
3

      The final
version of the Amended and Restated Credit Agreement Dated January 30, 2009 was
filed on February 2, 2009 on Form 8-K.  The exhibits and schedules to
the Agreement do not constitute “material contracts” under Item 601(b) (10) of
Regulation S-K and, therefore, have not been filed.  Information that
is on the exhibits and schedules is also described in the Final Amended and
Restated Credit Agreement that has been filed.

      Exhibit Index, Page
41

      General

                2.

                We
      note your response to comment 9 of our letter date December 1,
      2009.  Please note that material plans of business acquisitions
      and related arrangements must be filed as exhibits to your Form
      10-K.  Previously filed plans must be listed as exhibits in the
      exhibit index and incorporated by reference.  Furthermore,
      please note that in accordance with Item 601(b)(2) of Regulation S-K, even
      though schedules or similar attachments to acquisition plans are not
      required to be filed (unless they contain information which is material to
      an investment decision), the acquisition plans or similar agreements must
      contain a list briefly identifying the contents of all omitted schedules,
      together with an agreement to furnish supplementally a copy of any omitted
      schedule to the Commission upon request.   Please file or
      incorporate by reference all acquisition plans and similar agreements as
      exhibits with your next periodic report.  To extent that
      disclosure of information in these agreements is likely to cause you
      significant competitive harm, then you may elect to file a confidential
      treatment request as set forth in our comment one
  above.

      Comment
Nine: The Goodyear and Continental Asset Purchase Agreements

      Item
601(b)(2) of Regulation S-K requires the filer to attach as an exhibit any
material plan of acquisition, disposition, reorganization, readjustment
succession, liquidation or arrangement and any amendments
thereto.  Your December 1, 2009 comment letter requests the filing of
“material business acquisition and related arrangements,” and your comment
letter request the filing of “material plans of business acquisitions and
related arrangements.”  Neither request appears to follow the terms
used in 601(b) (2).  Moreover, the Goodyear and Continental Asset
Purchase Agreements are not “plans of acquisition” as the term is used in Item
601(b) (2).  The actual Asset Purchase Agreement in the Goodyear and
Continental acquisitions were filed as exhibits.  Asset Purchase
Agreements are not normally entered into in the ordinary course of business
under Item 601(b)(10)(i) and Item 601(b)(10)(ii).  The License
Agreement, Supply Agreement, Trademarks,

      Mr.
Decker

      February
12, 2010

      Page
4

      Patents,
etc. were not filed because we enter into these Agreements in the ordinary
course of business.

      Additionally,
neither the Goodyear nor the Continental Asset Purchase Agreements would be
considered a “material contract” under Item 601(b)(10)(i) with respect to
Titan’s 2008 10-K report.  Both agreements were entered into more than
two years before the 2008 10-K filing in question (Goodyear-12/28/2005 and
Continental 7/31/2006).

      However,
both Asset Purchase Agreements were filed as “material” contracts at the time
the agreements were executed.  The Goodyear Purchase Asset Agreement
was filed on July 27, 2006 as part of Titan’s second quarter 10-Q report, and
the Continental Asset Purchase Agreement was filed on October 27, 2006 as part
of Titan’s third quarter 10-Q report.  As such, Titan does not appear
to be under a continued obligation to file these agreements as exhibits to
subsequent annual 10-K reports.

      DEFINITIVE PROXY STATEMENT
ON SCHEDULE 14A FILED ON MARCH 30, 2009

      General

                3.

                As
      we requested in our prior comment letter, please amend your Form 10-K to
      include the responses you have provided to comments 16 through 24 of our
      letter dated December 1, 2009; including the additional disclosures that
      you will provide in response to our comments raised
  below.

      Amend
Form 10-K to include Responses to Comments 16 through 24

      Titan
will include in its next Form 10-K its December 14, 2009 responses to Comments
16 through 24 of your letter dated December 1, 2009 and additional responses
below.  We do not think we should amend the 2008 Form 10-K, but will
include in our 2009 Form 10-K.

      Comments
Sixteen, Seventeen and Eighteen: Compensation Discussion and
Analysis

                4.

                We
      note your response to comment 16 of our letter dated December 1,
      2009.  We also note that you have provided an identical response
      to comments 17 and 18 of our letter dated December 1, 2009, even though
      the issues raised by these comments differ from those issued in our prior
      comment 16.  It appears that you have reproduced the response in
      error.  In addition, your response still does not clearly
      explain how the compensation committee made its decisions regarding
      compensation paid to executives in 2008.  Statements such as
      “{a}ll members of

      Mr.
Decker

      February
12, 2010

      Page
5

      the
Compensation Committee are on other Corporate Boards”are too broad are not
responsive.  In addition, this statement raises concerns as to whether
you have properly disclosed interlock and insider participation in accordance
with Item 407(e)(4) of Regulation S-K.  Furthermore, disclosures such
as “salary adjustment… primarily related to job performance” lacks the required
analysis and is not responsive to our comments.  Please address our
prior comment 16 in full.  We re-issue comments 17 and
18.

      Salary
levels of the company executives are reviewed and may be adjusted annually by
the Compensation Committee.  In determining appropriate salaries, the
Committee considers: (i) the CEO’s recommendations as to compensation for all
other executive officers; (ii) the scope of responsibility, experience, time,
position and individual performance  of each executive officer,
including the CEO; and (iii) compensation levels of other executives based on
the Committee’s own business experience and judgment as well as annual salary
surveys, etc.  The Compensation Committee members do sit on other
Board of Directors and receive information such as annual salary surveys from
different markets as well as manufacturing industry.  No Committee
Member is using insider information.  The internet or my office
supplies public surveys. They also get an idea of what percentage increases
others are receiving in different markets such as academia, financial markets,
etc., since this information is available to the public.  The
Committee considers the Company’s competitors compensation, which comes from
their public filings.  The Committee’s analysis is a subjective
process, which utilizes no specific weights or formulas in determining
executives’ base salaries but includes a discussion with management of all of
the factors as required by Item 402(b) of Regulation S-K as well as all the
other information discussed above.

      Comment
Seventeen:  Under the subheading "Objective," you discuss the
production of Titan's new super giant radial off-the-road tire, sales for 2008
and stock performance over the past five years.  You have not
discussed whether or how the committee considered these items in determining any
element of compensation.  We note that these items are not
specifically discussed with respect to salary or cash bonus.  Further,
it is not clear how these items relate to the objectives of the company's
compensation program.  Please clarify what role these items played in
the committee's pay determinations for 2008.

      Beginning
the development of Titan’s new super giant off-road tire in 2008 was a
significant company goal; sales increased 24% in 2008 over 2007 levels; and the
Company’s stock price rose by approximately 237% from 2003 to
2008.  All of these accomplishments factored into the Committee’s pay
determinations for 2008.  There were goals set to have this tire ready
for testing and

      Mr.
Decker

      February
12, 2010

      Page
6

      those
goals were discussed by the Committee.  At the same time, the largest
bull wheel was being developed for testing the new super giant off-road tire and
this was also considered.  The CEO and Chairman, Mr. Taylor, was
responsible for both of these projects and they certainly were discussed by the
Committee in regards to both his total compensation package which included
bonus.  It was one of the reasons the Board asked Mr. Taylor to renew
his Employment Agreement.

      Comment
Eighteen:  You disclose that the compensation committee considers, among
other factors, the competitive marketplace conditions in setting base salaries
for the named executive officers.  Since the committee does not use
the services of a compensation consultant, please disclose what type of data the
committee reviews and takes into consideration to help it assess the marketplace
for executive talent, and how such information influences the committee’s
decisions.  Similarly, it is unclear how the committee evaluated
“current performance” and whether this was the company’s performance, the
executive’s performance, or both in determining the amount of salary
paid.  For example, it is unclear why Mr. Hackamack and Ms. Holley
received a $15,000 increase in the base salary.

      The
salary adjustment for Mr. Hackamack and Ms. Holley in 2008 was based on the
CEO’s recommendation to the Committee that their job performance in 2008
warranted the salary increase for each.  An example would be the
extensive negotiation of the Amended and Restated Credit Agreement during
historical challenging conditions in the financial markets.  The CEO
will discuss the executives’ job performance with the Committee and answer any
questions that they may have regarding the recommendation.  There have
been years when the Company did not make money and the executives did not
receive a bonus even though they did their job.  As stated above, the
Committee discusses the executive's current performance but if the Company
did not make any money, they may not receive an increase in their base salary or
a bonus.  It may not have been according to the executive’s employment
agreement, but the executive understood the Committee’s
decision.

      Mr.
Decker

      February
12, 2010

      Page
7

      Cash Bonus, page
12

      Comment
19

      5.   Your
disclosure about how the committee arrived at the bonus amounts for the named
executive officers is overly broad and generic and provides no analysis as the
factors considered by the committee in arriving at these payouts.  The
disclosure that there is no pre-established plan or formula for determining the
bonus amount also appears to be inconsistent with section 3 of each of Mr.
Taylor's, Mr. Hackamack's and Ms. Holley's employment agreements, which provides
that the bonus will be based on specified criteria and that the Board will
establish the bonus and performance standards at the beginning of each
year.  In accordance with Ite