SecProbe.io

Mail Stop 3561

November 5, 2007

 David J. Meyer, Chief Executive Officer Titan Machinery Inc. 4876 Rocking Horse Circle Fargo, North Dakota  58104-6049
Re: Titan Machinery Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed October 10, 2007  File No. 333-145526
 Dear Mr. Meyer:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note the acknowledgements you have provided at the end of the response
letter from
 your counsel dated Octo ber 10, 2007.  Please ensure that these
acknowledgements are provided direc tly from you, not via counsel.
2. We note your response to comment 1 in  our letter dated September 28, 2007.
We note your indication that you will provide the price ra nge in a future filing to
allow the Commission sufficient tim
e to review your disclosure.  At a minimum,
revise your registration statement to provi de the number of shares you plan to

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 2
register, including the allocation of shares  to be sold among selling shareholders,
in the next amendment, as this informati on is required to be provided pursuant to
Item 501(a)(2) of Regulation S-K and may not be omitted.  As to providing the
price range, we remind you to  provide sufficient time to review this information
and, in this regard, please advise us of your plans as to when you will provide this information, if not in the next amendment.
3. We note your response to prior comment 2 in our letter dated Septem
 ber 28,
2007.  As previously requested, please re vise your disclosure  to identify the
source for the statements you provide as  you have not consistently done so.
Please also address the following:

• You have provided support for the st atement on pages 1 and 25 that you are
the world’s largest retail dealer of Case IH Agriculture equipment and a
major retail dealer of New Holland Ag riculture, Case Construction and New
Holland Construction equipment in the U. S., however, it does not appear that
you have provided support for your belief that you “own and operate one of
the largest networks of full service agricultural and construction equipment
stores in North America.”  Please revise  to provide support for this statement
or delete it.

• We are unable to locate the support you provided for the statement on page 2
that “[d]emand for construction equipm ent in [y]our markets is primarily
driven by public infrastructure spending…”

• It does not appear that you have provid ed support for the statement “CNH is
a leading manufacturer a nd supplier of agricult ural and construction
equipment…”  considering the statemen ts made by CNH in their Form 20-F
are stated in terms of thei r belief and indicate that C NH is “one of the largest
manufacturers” based on units sold.  Please ensure that the statements you
make are consistent with the support provided.

• It does not appear that you have provid ed support for the reference to Fargo
and Bismarck, North Dakota and Rapi d City and Sioux Falls, South Dakota
as “growing regional trade centers” c onsidering the support provided refers
to population growth.
 • On page 51, where you indicate that C NH is the world’s fourth largest
manufacturer of construction equipment,  it is not clear what support you have
provided for this statement.  We note th e data you refer us to indicating that
CNH is the fifth largest company in terms of market share.  Please advise.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 3  Risk Factors, page 8

4. We note your response to prior comment 8 of our letter dated Septem ber 28,
2007.  Some of your risk factor headings do not provide enough information about the risk that follows.  For example,  the risk entitled “O ur business could be
harmed by adverse changes in the agricultura l industries” does not convey the
risk that you discuss below it.  See also, the risk factors entitled “Adverse changes in governmental agricultural policies may harm [y]our business,”
“[y]our business could be harmed by adverse changes in  the construction
industry,” and “[You] will incur increased costs as a result of having publicly
traded common stock” to name just a few.  Please revise your risk factors
headings to ensure that they suffici ently convey the risk discussed.
 Capitalization, page 19

5. Please revise your table to record the pr eferred stock in the m ezzanine section
consistent with your balance sheets presentation.
 Dilution, page 20

6. We note you utilize pro forma tangible book value per share as of July 31, 2007
in com
puting dilution.  Please tell us your  basis for assuming conversion of your
preferred stock immediately prior to the close of this offering.   Likewise tell us your basis for assuming conversion of certa in convertible debentures prior to
closing.  If such conversi ons occur automatically upon closing please advise.
 Management’s Discussion and Analysis of Financial Condition and Results of…, page 23

 Fiscal Year Ended January 31, 2007 Compared to Fiscal Year Ended January…, page 32

 Revenue, page 32

7. We note your response to prior comment 30 in our letter dated Septem ber 28,
2007.  Please elaborate upon whether you have taken steps to alter the “change in
sales practice away from high-volume, lo w-margin sales” so as to improve
revenues at this store and, if not, why not.
 Liquidity and Capital Resources, page 36

8. We note your response to prior comment 31 in our letter dated Septem ber 28,
2007.  It does not appear, however, that you have addressed the last portion of
this comment as it relates to material commitments for capital expenditures, to disclose the nature and amount of those commitments as well as the anticipated
source of funds to fulfill the comm itments.  Please revise or advise.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 4   Contractual and Commercial Commitment Summary, page 40

9. We note the revisions to your disclosure in  response to comment 33 in our letter
dated September 28, 2007.  Please quantify the impacts of insurance, taxes,
m
aintenance and other costs required by operating leases on your operating lease
obligations.
 Business, page 42

 Growth Strategy, page 47

10. We note the revisions to your disclosure in  response to comment 41 in our letter
dated September 28, 2007.  It does not a ppear, however, that you discuss why
you chose to purchase these dealers or the m
anner in which you identify targets.
Please direct us to this disclosu re or revise to provide it.
 Executive Compensation, page 65

 Compensation Discussion and Analysis, page 65

11. We note your response to prior comment  51 of our letter dated Septem ber 28,
2007.  Please revise your discussion to e xplain how you have determined to pay
differing percentages of salary to your o fficers under the Executive Bonus Plan.
12. Under “Setting Executive Compensation,”  we note your reference to the
Econom
ic Research Institute report.  Pleas e revise your discussion to identify the
companies utilized in this report.
13. We note your response to prior comment  52 of our letter dated Septem ber 28,
2007.  You indicate, on the one hand, th at you “do not set pre-determined
quantitative goals” and yet, in the se ntence that follows, you indicate that you
believed that “disclosure of the specific performance related targets would cause
[you] competitive harm.”  Pl ease revise to clarify.
 Material Changes to Compensation Program, page 69

14. We note your response to prior comment  55 of our letter dated Septem ber 28,
2007.  Please revise to identify the comparable company employment agreements you refer to and explain wh at aspects of these agreements you utilized in
establishing these terms.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 5  Financial Statements, page F-1

15. Some of the comments below may result in corrections in the unaudited and
audited f
inancial statements included in the filing.  Additionally, prior comments
62, 65, and 66 could be viewed as correction of errors.  If so, please report the
accounting errors as prio r-period adjustments by restating the financial
statements in accordance with paragraph 25 of SFAS 154.  In doing so, disclose that your previously issued financial statements have been restated along with a
description of the nature of the errors and the effect of their correction on each
financial statement line item and per-sha re effect for each period presented as
required by paragraph 26 of SFAS 154.  Please also label the appropriate
columns and/or line items as “restated.”   In addition, when audited financial
statements are restated to correct an accounting error, the restatement should be
referred to in an explanatory paragra ph in the report of your independent
registered public accounting firm.  Refer to AU Sections 420 and 508 of
Codification of Auditing Standards.  If you do not believe you have error
corrections as a result of staff comment s, please explain your basis in detail.
 Consolidated Balance Sheets, page F-3

16. We note your response to comment 62 in  our letter dated Septem ber 28, 2007
and your revision to your disclosure.   We also note that the Series A and B
preferred shareholders can require you to redeem such securities at their stated
amount plus any preferred return.  We interpret this to mean that ultimate
payment of unpaid cumulative dividends is not solely within your control.  Refer
to SAB Topic 3:C.  Accordingly, please revise to record the unpaid accumulated
dividend related to the preferred stock as a charge to retain ed earnings and an
increase to the preferred stock accounts in  the year such divi dends accrued to the
benefit of the holder.  Re fer to SAB Topic 6:B for cl assification in the income
statement.  If warrants were issued in connection with preferred stock, tell us if
you recorded a deemed dividend for the intrinsic value of any beneficial
conversion features of the preferred st ock pursuant to EITFs 98-5 and 00-27.  If
not, please show us your basis in GAAP for your conclusion, including your
determination of the fair market value of the underlying common stock and the effective conversion rate as defined in EITF 00-27.  Finally, tell us the fair value assigned to the warrants issued with the preferred shares disclosed in Note 14 on
page F-21.  If no value was assigned, pl ease explain your basis in GAAP for not
recording such warrants at their fa ir market value at issuance.
17. We note your response to comment 64 in our letter dated Septem
 ber 28, 2007.
Please explain the nature of the syndica tion fees including whether and how they
relate to the current stock offering bei ng registered.  If they are not related,
please note these costs should be charge d against the offering proceeds to which
they relate and not presented as a cont ra-account within your equity.  If such

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 6
costs relate to the current offering, explain your basis for contra-equity presentation including how they meet  the requirements of SAB Topic 5:A
(specific and incremental).  Also note Technical Practice Aide 4110.10 for
balance sheet classification.
 Consolidated Statements of Operations, page F-4

18. Your diluted earnings per share for th e year ended January 31, 2005 does not
foot, please revise.
 Consolidated Statem
ent of Cash Flows, page F-6
19. We note your response to comment 69 in our letter dated Septem ber 28, 2007.
We understand the arrangement is substantiv ely the same as an arrangement with
your supplier’s finance subsidiary, however the use of a third pa rty lender alters
the classification of the arrangement with in the cash flow statement pursuant to
paragraph 19.b of SFAS 95.  Please note that the requirements of Technical
Practice Aid 1300.16 would need to be met to classify your financing
arrangement as operating.  Therefore, pl ease revise to report the purchase of
inventory as an operating cash outflow, the loan as a financing cash inflow, and the repayment of the loan as a financing cash outflow.
 Note 1─ Business Activity and Significant Accounting Policies, page F-8

20. We reviewed the revisions to your disclosure in response to comment 70 in our
letter dated Septem
ber 28, 2007.   Please clarify for us why including preferred
stock and convertible debentures would have an anti-dilutive effect in your
diluted earnings per share calculation for periods prior to January 1, 2007.
Specially explain why warrants were ex cluded for all periods presented.  If
warrants are anti-dilutive under the treasury stock me thod, please explain what
fair value and exercise price were used to assume repurchase of the shares underlying the warrants with proceeds from  exercise.   Additionally, please
provide us with detailed schedules  supporting your earnings per share
calculations for each period presented.  Please ensure you include the following items related to your earni ngs per share calculation:
• Your calculation of preferred divi dends and interest on convertible
debentures, net of tax effects;
• Your calculation of the shar es attributable to prefe rred stock and debentures
assumed to have been converted at the be ginning of the periods, or at time of
issuance, if later, and the resul ting common shares included in the
denominator; and
• Your calculation of the av erage price of your common stock for the periods
and how you calculated the amounts.

David J. Meyer
Titan Machinery Inc. November 5, 2007 Page 7   Note 7─ Long-Term Debt, page F-13

21. We note your response to comment 73 in our letter dated Septem ber 28, 2007.
Please provide us with your materi ality analysis which addresses both
quantitative and qualitative factors you considered for each year presented.
Refer to SAB Topic 1:M and SAB 108.  Please ensure your response addresses
how you arrived at the imputed interest  amounts you used in your calculations.
Additionally, please include in your analysis the non-in terest bearing floorplan
notes payable.  Your revised disclosure  in footnote (1) on page 22 suggests that
some of the notes do not accrue interest.
 Note 10- Subordinated Debentures, page F-16

22. We have read your response to comme nt no 76.  Please explain to us how you
apply “the treasury stock m
ethod to calculate the dilutive  effective effect of the
assumed conversion of the convertible debt on the denominator”.   Tell us why you do not utilize the “if converted” method.
 Note 14─ Common Stock Warrants, page F-21

23. We note your response to comment 81 in our letter dated Septem ber 28, 2007.
Please note that we were re ferring to a beneficial conve rsion factor in the notes
as opposed to the warrants.  To furt her our understanding of how you recorded
the transaction, tell us the amount of pro ceeds received from the convertible debt
and the warrants.  Show us the relative fair value allocation of the proceeds related to the convertible debt and warrant s.  Finally, tell us if you measured the
beneficial conversion option based on the intrinsic value of the allocated amount
to the convertible debt using the eff