SecProbe.io

December 9, 2013

Via E -mail
Mark P. Kalvoda
Chief Financial Officer
Titan Machinery Inc.
644 East Beaton Drive
West Fargo, ND 58078

Re: Titan Machinery Inc.
 Form 10 -K for the Fiscal Year Ended January 31, 2013
Filed  April 10, 2013
Definitive Proxy Statement on Schedule 14A
Filed April 24, 2013
File No. 001-33866

Dear Mr. Kalvoda :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will p rovide the requested
response.   If 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 filing and the information  you provide in
response to these  comments, we may have  additional comments.

Annual Report on Form 10 -K for the Fiscal Year Ended January 31, 2013

Business, page 1

1. In future filings, please consider providing an enhanced discussion of the m aterial terms
of the dealership agreements you have entered into with CNH.   In this regard, we note
that you provide some of the terms of such agreements on page 8.   For example, please
tell us whether the dealership agreements mandate certain pricing term s and/or non -
compete provisions.   In doing so, please explain why you have chosen to enter into these
arrangements with CNH.   Please tell us what your future disclosure will look like.

Mark P. Kalvoda
Titan Machinery Inc.
December 9, 2013
Page 2

 Management’s Discussion and Analysis, page 32

2. In future filings, pl ease ensure that you provide a balanced, executive level discussion
through the eyes of management that identifies the most important matters upon which
management focus in evaluating financial condition and results of operations and
provides a context for  the discussion and analysis of your financial statements.   It should
also serve to inform readers about how you earn revenue and income and generate cash
and provide insight into material opportunities, challenges and risks as well as actions
you are taki ng to address those material opportunities, challenges and risks.   Therefore, in
future filings please give consideration to providing:

 An identification and discussion of key variables and other quantitative and
qualitative factors necessary for an under standing and evaluation of your business and
a discussion of management’s view of the implications and significance of the
information; and

 A discussion and analysis of material uncertainties and known trends that would
cause reported financial information not to be necessarily indicative of future
operating performance or financial condition to promote an understanding of the
quality and pote ntial variability of your earnings and cash flows.

In this regard, we believe a more robust discussion of the agricultural and construction
industr ies and trends therein would be helpful to readers.   We note that your most recent
Form 10 -Q for the perio d ended October 31, 2013 mentions a decline in revenue caused
by “decreases in agricultural commodity prices, increased agricultural equipment prices
and continued difficult conditions in the construction industry.”   Please elaborate upon
these trends and tell us what your future disclosure will look like.

Definitive Proxy Statement on Schedule 14A  filed April 24, 2013

Executive Compensation, page 18

3. We note your disclosure on page 21 stating that under the 2013 Executive Bonus Plan,
20% of the eligible bonus was based on the achievement of personal position -specific
goals, which were related to the Company’s market share for its major product lines for
Mr. Meyer and Mr. Christianson. In future filings, please describe in greater detail the
elements of th e personal position -specific goals that resulted in the payout under the plan
to Mr. Kalvoda.  In this regard, we note your statement that “[f]or Mr. Kalvoda, some
target goals on his position specific goals were achieved.” Refer to Item 402(b)(2)(vii) of
Regulation S -K.  Please tell us what your future disclosure will look like.

Mark P. Kalvoda
Titan Machinery Inc.
December 9, 2013
Page 3

 Equity Incentive Awards, page 22

4. We note your indication here that Mr. Kalvoda will receive a restricted stock award in an
amount determined at the discretion of Mr. Meyer and  Mr. Christianson, based on an
evaluation of several performance -based metrics.   In future filings, please elaborate upon
the basis for the amount of the stock grant that was awarded to Mr. Kalvoda  by disclosing
the performance -based metrics .  Please tell us what your future disclosure will look like.

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 information the Securities Exchange Act of
1934 and all applic able Exchange 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 they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose
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.

You may contact, Staff Attorney, Jennifer López at (202) 551 -3792 or me at (202) 551 -
3720 with any questions .

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director