SecProbe.io

Mail Stop 3561
 December 4, 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. 6 to Registration  Statement on Form S-1 Filed
 December 3, 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.
General

Pro Forma Earnings Per Share, page 7
 1. We note the revisions to your disclosure in  response to comment two in our letter
dated November 29, 2007.  Please make it tran sparent to investors, and explain in
detail to the staff, how y ou calculated the charge relate d to the induced conversion
of the subordinate convertib le debt into equity that  you titled “debt conversion
costs, net of tax effect”.  Finally, supp lementally confirm there is a contractual
arrangement that requires CNH capital to exercise their warrants in the event your
IPO goes to closing.  If not, then expl ain your basis for including amounts in the
basic pro forma weighted average shares outstanding.

David J. Meyer
Titan Machinery Inc.
December 4, 2007 Page 2   Dilution, page 22

 2. We are unable to tie out the total consid eration given by existing shareholders to
your balance sheet on page F37.  Please supplementally reconcile the two.  You
may want to provide a footnote that quantifies the pro forma effect on average price per share on page 22 of the subse quent issuance of 323,533 shares of Series
D preferred.
 Executive Compensation, page 68

Compensation Discussion and Analysis, page 68
 3. Please revise your disclosure to indi cate, as you have in your response to
comment five of our letter dated No vember 29, 2007, that the compensation
committee has not yet approved the speci fic quantitative goals for the new,
expanded short-term incentive program and that approval of these goals will not occur before the consummation of this offering.
 Consolidate Statement of Operations, page F-4,

Earnings Per Share, page F-10

4. We note the revisions to your disclosure in response to comment seven in our
letter dated November 29, 2007.  Please revise to treat incr eases in carrying
amount of your preferred stock as a re duction of income available for common
stockholders.  Refer to Questi on 2 of SAB Topic 3:C.

* * * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

David J. Meyer
Titan Machinery Inc. December 4, 2007 Page 3
You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or James
Allegretto, Senior Assistant Chief Accountan t, at (202) 551-3849 if  you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Fieldsend, Staff Attorney, at (202) 551-3343, Mara Ransom, Legal Branch Chief, at
(202) 551-3264, or me at  (202) 551-3720 with any other questions.

Sincerely,

H. Christopher Owings Assistant Director
  cc: Melodie R. Rose, Esq.  Fredrikson & Byron, P.A.   Via Facsimile